Change of Director’s Interest Notice

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

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 28 June 2018

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 (202,725 ordinary
shares and 1,547,403 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 8 August 2018.
No. of securities held prior to change 826,226 ordinary shares.

1,885,380 performance rights, each representing a right to one
ordinary share, comprising of:
1. 2015 LTI Plan - 337,977 performance rights which have met
the relevant performance condition and remain subject to a
continued employment condition to 30 June 2018.
2. 2016 LTI Plan - 711,717 performance rights. The grant is
comprised of three tranches:
a. 237,239 performance rights with a relative TSR
performance hurdle for the three years to 30 June 2018;
b. 237,239 performance rights with a compound annual
EPS growth rate performance hurdle for the three years
to 30 June 2018; and
c. 237,239 performance rights with a scorecard
performance hurdle for the three years to 30 June 2018.

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

No. of securities held prior to change
(continued)
A continued employment condition to 30 June 2019 applies
to each tranche.

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.

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.

Class Ordinary shares
Number acquired


337,977 shares were allocated after provisionally qualified
performance rights granted under the 2015 LTI plan met the
remaining conditions and vested.
Number disposed 337,977 performance rights vested and were exercised to
337,977 ordinary shares.

Value/Consideration
Note: If consideration is non-cash, provide details
and estimated valuation

Not applicable

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

No. of securities held after change 1,164,203 ordinary shares.

1,547,403 performance rights, each representing a right to one
ordinary share, comprising of:
1. 2016 LTI Plan - 711,717 performance rights. The grant is
comprised of three tranches:
a. 237,239 performance rights with a relative TSR
performance hurdle for the three years to 30 June 2018;
b. 237,239 performance rights with a compound annual
EPS growth rate performance hurdle for the three years
to 30 June 2018; and
c. 237,239 performance rights with a scorecard
performance hurdle for the three years to 30 June 2018.

A continued employment condition to 30 June 2019 applies
to each tranche.

2. 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.

3. 2018 LTI Plan – 332,160 performance rights. The grant is
comprised of three tranches:
d. 110,720 performance rights with a relative TSR
performance hurdle for the three years to 30 June 2020;
e. 110,720 performance rights with a compound annual
EPS growth rate performance hurdle for the three years
to 30 June 2020; and
f. 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.

Nature of change
Example: on-market trade, off-market trade,
exercise of options, issue of securities under
dividend reinvestment plan, participation in buy-
back
337,977 performance rights granted under the 2015 LTI plan
vested and were exercised to 337,977 ordinary shares.

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 4 01/01/2011

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