Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13
Name of entity
Downer EDILimited(Company)
ABN
97 003 872 848
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1
+
Class of
+
securities issued or to
be issued
Fully paid ordinary shares (New Shares)
2Number of
+
securities issued or
to be issued (if known) or
maximum number which may
be issued
The Company proposes to issue up to
169,914,082New Sharespursuant to the
terms of thefully underwrittenpro-rata
renounceable entitlement offer with retail
rights trading announced to ASX on 21 March
2017(Entitlement Offer).
The final number of New Shares to be issued
under the Entitlement Offer, and the split of
those New Shares between institutional and
retail tranches of the Entitlement Offer, is still
to be finalised, and will be subject to the
determination of the Company and
reconciliation of shareholder entitlements.

+ See chapter 19 for defined terms.
Appendix 3B Page 204/03/2013
3Principal terms of the
+
securities
(e.g. if options, exercise price
and expiry date; if partly paid
+
securities, the amount
outstanding and due dates for
payment; if
+
convertible
securities, the conversion price
and dates for conversion)
The New Shares will be on the same terms as
existing fully paid ordinary sharesin the
Company.
4Do the
+
securities rank equally
in all respects from the
+
issue
date with an existing
+
classof
quoted
+
securities?
If the additional
+
securities do
not rank equally, please state:
the date from which they do
the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or
interest payment
the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
Yes. The New Shares will rank equally with
existing fully paid ordinary shares in the
Company.
5Issue price or consideration
$5.95per New Share.
6Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
The net proceeds of the Entitlement Offerwill
be used to partly fund the offer by the
Company to acquire all of the issued share
capitalin Spotless Group Holdings Limited
(Spotless) for $1.15 per Spotless share.
6aIs the entity an
+
eligible entity
that has obtained security
holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
Not applicable.

6bThe date the security holder
resolution under rule 7.1A was
passed
Not applicable.
6cNumber of
+
securities issued
without security holder approval
under rule 7.1
Not applicable.
6dNumber of
+
securities issued
with security holder approval
under rule 7.1A
Not applicable.
6eNumber of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
Not applicable.
6fNumber of
+
securities issued
under an exception in rule 7.2
Not applicable.
6gIf
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
Not applicable.
6hIf
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on
which valuation of
consideration was released to
ASX Market Announcements
Not applicable.
6iCalculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
Not applicable.
7
+
Issue dates
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
Institutionalcomponent of theEntitlement
Offer: 3 April2017
Retail component of the Entitlement Offer: 24
April2017

+ See chapter 19 for defined terms.
Appendix 3B Page 404/03/2013
Number
+
Class
8Number and
+
class of all
+
securities quoted on ASX
(includingthe
+
securities in
section 2 if applicable)
594,699,286Fully paid ordinary
shares
Number
+
Class
9Number and
+
class of all
+
securities not quoted on ASX
(includingthe
+
securities in
section 2 if applicable)
Nil.Nil.
10Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Same dividend entitlements as existing fully
paid ordinary shares.
Part 2 - Pro rata issue
11Is security holder approval
required?
No.
12Is the issue renounceable or non-
renounceable?
Renounceable
13Ratio in which the
+
securities
will be offered
2 New Shares for every 5 existing shares
held as at the Record Datefor the
Entitlement Offer.
14
+
Class of
+
securities to which the
offer relates
Fully paid ordinary shares
15
+
Record date to determine
entitlements
7.00pm (Sydney time), 24 March2017
16Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
No.
17Policy for deciding entitlements
in relation to fractions
Where fractions arise on the calculation of
shareholders' entitlement under the
Entitlement Offer they will be rounded up to
the next whole number of the New Shares.

18Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
For the institutional component of the
Entitlement Offer, all countries other than
Australia Canada, France, Germany, Hong
Kong, Ireland, Japan, Malaysia, Netherlands,
New Zealand, Norway, Singapore,
Switzerland, United Kingdom and United Arab
Emirates.
For the retail component of the Entitlement
Offer, all countries other than Australia and
New Zealand.
19Closing date for receipt of
acceptances or renunciations
For the institutional component of the
Entitlement Offer: 22 March2017
For the retail component of the Entitlement
Offer:11 April2017
20Names of any underwriters
UBS AG, Australia Branch(Underwriter)
21Amount of any underwriting fee
or commission
An underwriting fee of 1.2% of net proceeds
under the institutional component of the
Entitlement Offer and a management and
arrangement fee of 0.65% of net proceeds
under institutional component of the
Entitlement Offer.
An underwriting fee equal to 1.2% of net
proceeds under the retail component of the
Entitlement Offer and a management and
arranging fee equal to 0.65% of net proceeds
under the retail component of the
Entitlement Offer.
22Names of any brokers to the
issue
Not applicable.
23Fee or commission payable to the
broker to the issue
Not applicable.
24Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
Not applicable.
25If the issue is contingent on
security holders’ approval, the
date of the meeting
Not applicable.
26Date entitlement and acceptance
form and offer documentswill be
sent to persons entitled
No prospectus or product disclosure
statement is being produced. However, a
Retail Entitlement Information Bookletand
Entitlement and Acceptance Form will be sent
to eligible retail shareholders on 30 March
2017.

+ See chapter 19 for defined terms.
Appendix 3B Page 604/03/2013
27If the entity has issued options,
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to option
holders
Not applicable.
28Date rights trading will begin (if
applicable)
24 March 2017 (on a deferred settlement
basis).
31March 2017 (on a normal settlement
basis).
29Date rights trading will end (if
applicable)
4 April 2017.
30How do security holders sell
their entitlements in fullthrough
a broker?
Eligible Retail Shareholders who wish to sell
their entitlements in full on ASX must
instruct their broker andprovide details as
requested fromtheir Entitlement and
Acceptance Form. All ASX sales of
entitlements must be made by close of the
retail entitlement trading period (4 April
2017).
31How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
Eligible Retail Shareholders who wish to sell
part of their entitlements though a broker
and accept for the balance must:
in respect of the part of their
entitlements to be sold on ASX, instruct
their broker and provide details as
requested fromtheir Entitlement and
Acceptance Form; and
in respect of the part of their
entitlements to be accepted, complete
and return their Entitlement and
Acceptance Form with the requisite
Application Monies or pay the requisite
Application Monies by BPAY® by
following the instructions set out in their
Entitlement and Acceptance Form.
All sales on ASX of Eligible Retail Shareholder
entitlements must be effected by close of the
retail entitlement trading period (4 April
2017).
32How do security holders dispose
of their entitlements (except by
sale through a broker)?
Eligible retail shareholders who wish to
transfer all or part of their entitlements other
than on ASX must send a completed
Renunciations and Transfer Form(obtainable
from the Company share registry) together
with their Entitlement and Acceptance Form
and the transferee's requisite Application
Monies to the Company share registry in

relation to those entitlements that they wish
to transfer. The transferee's address must
be in Australia or New Zealand(unless
Company agrees otherwise) and the
transferee must not be in the United States
or acting for the account or benefit of a
person in the United States.
Renunciation and Transfer Forms can be
obtained through the Downer Offer
Information Lineof from a stockbroker.
33
+
Issuedate
Institutionalcomponent of theEntitlement
Offer: 3 April2017
Retail component of the Entitlement Offer:
24 April2017
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34Type of
+
securities
(tick one)
(a)
+
Securities described in Part 1
(b)All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents
35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities
held by those holders
36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37

A copy of any trust deed for the additional
+
securities

+ See chapter 19 for defined terms.
Appendix 3B Page 804/03/2013
Entities that have ticked box 34(b)
38Number of
+
securities for which
+
quotation is sought
Not applicable.
39
+
Class of
+
securities for which
quotation is sought
Not applicable.
40Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?
If the additional
+
securities do not
rank equally, please state:
the date from which they do
the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution or interest
payment
Not applicable.
41Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)
Not applicable.
Number
+
Class
42Number and
+
class of all
+
securities quoted on ASX
(includingthe
+
securities in clause
38)
N/AN/A

+ See chapter 19 for defined terms.
04/03/2013Appendix 3B Page 9
Quotation agreement
1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX
may quote the
+
securities on any conditions it decides.
2We warrant the following to ASX.
The issue of the
+
securities to be quoted complies with the law and is
not for an illegal purpose.
There is no reason why those
+
securities should not be granted
+
quotation.
An offer of the
+
securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or section 1012C(6) of
the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be
able to givethis warranty
Section 724 or section 1016E of the Corporations Act does not apply to
any applications received by us in relation to any
+
securities to be
quoted and that no-one has any right to return any
+
securities to be
quoted under sections 737, 738 or 1016F of the Corporations Act at the
time that we request that the
+
securities be quoted.
If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Actat
the time thatwe request that the
+
securities be quoted.
3We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.
4We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on
the information and documents. We warrant that they are (will be) true and
complete.
Sign here: ............................................................Date: 21 March2017
Company secretary
Print name: Peter Tompkins
== == == == ==

+ See chapter 19 for defined terms.
Appendix 3B Page 1004/03/2013
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for
eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insertnumber of fully paid
+
ordinary
securities on issue 12 months before the
+
issue date or date of agreement to issue
Addthe following:
• Number of fully paid
+
ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid
+
ordinarysecurities
issued in that 12 month period with
shareholder approval
• Number of partly paid
+
ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtractthe number of fully paid
+
ordinary
securities cancelled during that 12 month
period
“A”

+ See chapter 19 for defined terms.
04/03/2013Appendix 3B Page 11
Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of
+
equity securities issued
or agreed to be issued in that 12 month
period not countingthose issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
Subtract“C”
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”
[Note: this is the remaining placement
capacity under rule 7.1]

+ See chapter 19 for defined terms.
Appendix 3B Page 1204/03/2013
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number mustbe same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D”
0.10
Note: this value cannot be changed
Multiply“A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insertnumber of
+
equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”

+ See chapter 19 for defined terms.
04/03/2013Appendix 3B Page 13
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
Subtract“E”
Note: number must be same as shown in
Step 3
Total[“A” x 0.10] – “E”
Note: this is the remaining placement
capacity under rule 7.1A