Securities Trading Policy

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9 September 2019


Company Announcements Office
ASX Limited
Exchange Centre
Level 4, 20 Bridge Street
SYDNEY NSW 2000



Dear Sir/Madam
In accordance with ASX Listing Rule 12.10, attached is a copy of Downer EDI Limited’s Securities
Trading Policy.
This announcement has been authorised for release by Robert Regan, Company Secretary.
Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary

Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOW NER
www.downergroup.com

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Level: Board
Policy no: BRD-BP-003
Version no: 5.0
Effective: 9 December 2019
Approved by: Board
TABLE OF CONTENTS
1 PURPOSE ............................................................................................................................................ 2
2 SCOPE ................................................................................................................................................. 2
3 DEFINITIONS ....................................................................................................................................... 2
4 SUMMARY OF POLICY ........................................................................................................................ 3
5 INTRODUCTION .................................................................................................................................. 4
5.1 Background ................................................................................................................................... 4
5.2 Application .................................................................................................................................... 4
5.3 Contravention ................................................................................................................................ 4
6 INSIDER TRADING .............................................................................................................................. 4
6.1 Insider Trading .............................................................................................................................. 4
6.2 Insider Trading Prohibition ............................................................................................................. 4
7 RESTRICTIONS ON DEALING ............................................................................................................. 5
7.1 Dealing .......................................................................................................................................... 5
7.2 Prohibition on Dealing in the Company’s Securities ....................................................................... 5
7.3 Prohibition on Dealing in the Securities of Another Entity ............................................................... 5
7.4 Prohibition on Dealing During the Company’s Closed Periods ........................................................ 5
7.5 Prohibition on Short Term Trading ................................................................................................. 5
7.6 Prohibition on Hedging .................................................................................................................. 5
7.7 Prohibition on Margin Lending ....................................................................................................... 5
7.8 Dealings by Connected Persons .................................................................................................... 6
8 DEALING APPROVAL REQUIREMENTS ............................................................................................. 6
8.1 Closed Periods .............................................................................................................................. 6
8.2 Requirement for an Approval for Dealing Outside Closed Periods .................................................. 6
8.3 Process for Requesting an Approval .............................................................................................. 6
8.4 Exempted Dealings ....................................................................................................................... 7
9 EXCEPTIONAL CIRCUMSTANCES ..................................................................................................... 7
9.1 Board’s Discretion ......................................................................................................................... 7
9.2 Process for Requesting an Exemption ........................................................................................... 7
10 NOTIFICATION OF DEALING............................................................................................................... 8
10.1 Notice of Dealing by Restricted Persons ........................................................................................ 8
10.2 Notification to the ASX and NZX of a Change in a Director’s Interests ............................................ 8
11 RESPONSIBILITIES UNDER THIS SECURITIES TRADING POLICY ................................................... 8
11.1 Employees and Contractors ........................................................................................................... 8
11.2 Company Secretary ....................................................................................................................... 8
11.3 Chairman ...................................................................................................................................... 8
12 REFERENCED & ASSOCIATED DOCUMENTS ................................................................................... 9

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1 PURPOSE
This document outlines the Downer policy for Securities Trading.
The objectives of this policy are to ensure that:
▪ any dealings in Securities by the Directors, employees and contractors comply with legal and regulatory
obligations (including the prohibition against insider trading); and
▪ the Company maintains market confidence in the integrity of dealings in its Securities.
In applying this policy, Downer expects to prevent the misuse (or perceived misuse) of Price Sensitive
Information by restricting certain Securities dealings undertaken by its Directors, employees and contractors.
All requirements in this document are consistent with the documents listed in section 12 Referenced &
Associated Documents.
2 SCOPE
This policy is applicable to the Board, the Committees and the Company.
3 DEFINITIONS
The following terms are used in this document.
ASX Australian Securities Exchange.
Board Board means the Board of Directors of Downer.
Closed Periods In any financial year, the Company’s Closed Periods are any period other than:
▪ the 28 day period commencing on the day immediately following the date on
which the Company holds an annual general meeting;
▪ the 28 day period commencing on the day immediately following the date on
which the Company gives its half year report to the ASX and NZX; and
▪ the 28 day period commencing on the day immediately following the date on
which the Company gives its preliminary final statement to the ASX and NZX.
Company Downer, its subsidiary companies, operating divisions and business units.
Company Secretary The Company Secretary of Downer.
Corporations Act The Corporations Act 2001 (Cth).
Director Any person who is appointed to the Board and includes alternate directors.
Downer Downer EDI Limited (ACN 003 872 848).
Executive Any or all of the officers reporting to a Senior Executive.
NZX New Zealand Securities Exchange.
Price Sensitive
Information
Any information concerning the Company or another entity (listed or unlisted)
entity that a reasonable person would expect to have a material effect on the
price or value of the Company’s or that other entity’s Securities.

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Restricted Persons ▪ Directors, Senior Executives and Executives;
▪ group corporate financial accounting personnel;
▪ the executive assistants to each Senior Executive and each Executive; and
▪ employees and contractors of the Company who have been notified that they
are restricted persons.
Securities Shares, preference shares, options, derivatives, bonds and other securitised
debt, managed investment schemes, debentures, warrants, futures, and other
financial products that can be traded on a financial market and includes shares
issued by the Company or any other company, renounceable rights, convertible
notes, financial products issued or created by third parties over securities, and
products designed to limit economic risk in securities holdings.
Senior Executive Any or all of the following personnel: the Group CEO, the Group CFO, the
Company Secretary, all executives reporting to the Group CEO including the chief
executive officers of each division of the Company.

4 SUMMARY OF POLICY
No insider trading. Insider trading by any Director, employee or contractor in respect of
the Company’s Securities or any other entity’s Securities is
prohibited.
Dealing in Closed Periods. Restricted Persons may not deal in the Company’s Securities during
Closed Periods.
Dealing outside of Closed Periods. Restricted Persons may not deal in the Company’s Securities
outside of Closed Periods without consent.
No speculative trading.
Directors, employees and contractors may not undertake short term
or speculative trading or hedging in respect of the Company’s
Securities.
No margin lending. Restricted Persons may not engage in margin lending which affects
the Company’s Securities.
No hedging. Directors, employees and contractors may not engage in hedging or
similar arrangements that are intended to secure a profit or avoid a
loss based on fluctuations in the price of the Company’s Securities.

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5 INTRODUCTION
5.1 Background
The Corporations Act and the listing rules of the ASX and NZX contain important prohibitions against using
Price Sensitive Information when dealing in the Securities of the Company and other entities.
This Securities Trading Policy has been developed to ensure the Company and its Directors, employees and
contractors comply with their legal and regulatory obligations when dealing in the Securities of the Company
and other entities.
5.2 Application
This Securities Trading Policy applies to all Directors, employees and contractors and forms a crucial part of
the duties and responsibilities of all Directors, employees and contractors.
Each Director, employee and contractor must understand his or her obligations under, and must comply with,
this Securities Trading Policy.
The Company provides a copy of this Securities Trading Policy to all Directors, employees and contractors
and holds regular training sessions about this Securities Trading Policy for all Restricted Persons to ensure
that they are aware of their obligations and responsibilities.
5.3 Contravention
The Company considers contravention of this Securities Trading Policy a serious matter and reports of any
contravention will be investigated by the Company.
Disciplinary action, including termination for misconduct, may be taken against any Director, employee or
contractor of the Company who contravenes this Securities Trading Policy.
It is important to note that the Company’s Directors, employees and contractors may also be liable (in a
criminal and civil way) for contravening this Securities Trading Policy.
6 INSIDER TRADING
6.1 Insider Trading
Subject to some exceptions, the Company is required to disclose all Price Sensitive Information to the ASX
and NZX.
In some circumstances, and by virtue of their roles in the Company, the Directors, employees and contractors
may possess Price Sensitive Information that has not been disclosed to the ASX or NZX.
A Director, employee or contractor of the Company engages in “insider trading” if they:
▪ deal in Securities in the Company or another entity while in possession of any Price Sensitive Information
that has not been disclosed to the ASX or NZX or that is not generally available to the market; or
▪ communicates any Price Sensitive Information to another person that has not been disclosed to the ASX
or NZX or that is not generally available to the market.
6.2 Insider Trading Prohibition
The Corporations Act and the listing rules of the ASX and NZX contain prohibitions against insider trading
which means that insider trading is illegal.
Directors, employees and contractors of the Company must not engage in insider trading of the Company’s
Securities or in the Securities of another entity.

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7 RESTRICTIONS ON DEALING
7.1 Dealing
For the purposes of this Securities Trading Policy, “dealing” in Securities includes:
▪ subscribing for, buying and selling Securities (or entering into an agreement to do any of these things);
and
▪ advising, procuring or encouraging another person to subscribe for, buy and sell Securities (or entering
into an agreement to do any of these things).
7.2 Prohibition on Dealing in the Company’s Securities
Directors, employees and contractors of the Company must not deal in the Company’s Securities if they
possess any:
▪ Price Sensitive Information that has not been disclosed to the ASX or NZX; or
▪ confidential information of the Company that may be Price Sensitive Information.
7.3 Prohibition on Dealing in the Securities of Another Entity
Directors, employees and contractors of the Company must not deal in the Securities of another entity if they
possess Price Sensitive Information about that entity that has not been disclosed to the relevant stock
exchange or that is not generally available to the market.
7.4 Prohibition on Dealing During the Company’s Closed
Periods
Restricted Persons must not deal in the Company’s Securities during the Company’s Closed Periods as
Restricted Persons are routinely in possession of Price Sensitive Information that has not been disclosed to
the ASX or NZX.
7.5 Prohibition on Short Term Trading
Directors, employees and contractors of the Company must not engage in short term or speculative trading
in the Company’s Securities.
For the purposes of this Securities Trading Policy, this prohibition applies to any:
▪ purchase and sale of the same Securities within a six-month period;
▪ trades undertaken by margin lenders to close out margin calls; and
▪ direct dealings in the Company’s Securities as well as transactions in derivative markets involving
exchange traded options, share warrants and similar instruments.
7.6 Prohibition on Hedging
Directors, employees and contractors of the Company must not engage in hedging arrangements, deal in
derivatives or enter into other arrangements which limit the economic risk related to the Company’s Securities.
For the purposes of this Securities Trading Policy, this prohibition applies to any contracts for difference and
other contracts intended to secure a profit or avoid a loss based on fluctuations in the price of the Company’s
Securities.
7.7 Prohibition on Margin Lending
Restricted Persons must not engage in any margin lending or Securities lending arrangements or grant a
security interest, mortgage, charge, lien or other encumbrance over the Company’s Securities.

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7.8 Dealings by Connected Persons
Each Restricted Person must take reasonable steps to prevent any of their connected persons from dealing
with Securities in any way that is prohibited under this Securities Trading Policy.
For the purposes of this Securities Trading Policy, a “connected person” of a Director, employee or contractor
of the Company includes:
▪ their spouse or domestic partner, child or step-child and immediate family;
▪ a relative who has shared their household for at least 12 months as at the date of the relevant dealing;
▪ companies that are associated with them, or their connected persons by virtue of them holding (together
or separately) 20% or more of the securities or controlling the exercise of 20% or more of the voting power
at any general meeting;
▪ a trustee where the beneficiaries of the trust include them or any of their connected persons;
▪ their business partners and business partners of their connected persons;
▪ companies in which they are a director or a senior executive concerned in, or taking part in, the
management of the Company; and
▪ brokers, financial advisers and investment managers who have the discretion to trade on their behalf.
8 DEALING APPROVAL REQUIREMENTS
8.1 Closed Periods
In any financial year, the Company’s Closed Periods are any period other than:
▪ the 28 day period commencing on the day immediately following the date on which the Company holds an
annual general meeting;
▪ the 28 day period commencing on the day immediately following the date on which the Company gives its
half year report to the ASX and NZX; and
▪ the 28 day period commencing on the day immediately following the date on which the Company gives its
preliminary final statement to the ASX and NZX.
8.2 Requirement for an Approval for Dealing Outside Closed
Periods
▪ Restricted Persons (other than Directors) must obtain approval from the Company Secretary before they
(or any of their connected persons) deal in the Company’s Securities outside of the Company’s Closed
Periods.
▪ Directors must obtain approval from the Chairman of the Board before they (or any of their connected
persons) deal in the Company’s Securities outside of the Company’s Closed Periods.
▪ The Chairman of the Board must obtain approval from the Chairman of the Audit and Risk Committee of
the Board before they (or any of their connected persons) deal in the Company’s Securities outside of the
Company’s Closed Periods.
8.3 Process for Requesting an Approval
A Restricted Person may request approval to deal in the Company’s Securities outside the Company’s Closed
Periods from the Company Secretary by submitting a signed and completed Request to deal in Downer
securities to the Company Secretary by email to [Note: the internal email address is removed from the website copy
of this document].
A Restricted Person must not deal in the Company’s Securities until they receive written confirmation from the
Company Secretary, Chairman of the Board or Chairman of the Audit and Risk Committee (as the case may
be) that approval to deal in the Company’s Securities outside a Closed Period has been granted.

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A response to approval requests will normally be provided within two business days.
Approval is only valid for the period noted in the response to the request and will lapse if the Restricted
Person does not complete the notified transaction. If an approval has lapsed, a Restricted Person must submit
a new signed and completed Request to deal in Downer securities to the Company Secretary by email to
[Note: the internal email address is removed from the website copy of this document].
8.4 Exempted Dealings
Directors and employees of the Company may:
▪ deal in Securities under an offer or invitation made to all or most of the Company’s shareholders
(including rights issues, security purchase plans, or equal access buy-back) where the invitation or offer
documentation that determines the timing and structure of the offer has been approved by the Board;
▪ participate on an ongoing basis in the Company’s dividend reinvestment plans;
▪ apply to participate in any of the Company’s executive share plans and request the transfer of unrestricted
Securities from the trustee to an executive; and
▪ purchase Securities under any of the Company’s employee share plans.
9 EXCEPTIONAL CIRCUMSTANCES
9.1 Board’s Discretion
In exceptional circumstances only, the Chairman has the discretion to grant an exemption to the prohibition on
dealing in the Company’s securities during the Closed Periods or in the case of the Chairman wishing to deal
in the Company’s securities, the Chairman of the Audit and Risk Committee of the Board has that discretion.
No exemption will be granted if the Chairman or Chairman of the Audit and Risk Committee of the Board
considers that a Restricted Person possesses (or may reasonably be presumed to possess) Price Sensitive
Information that has not been disclosed to the ASX or NZX.
9.2 Process for Requesting an Exemption
A Restricted Person may request the Chairman to grant an exemption by submitting a signed and completed
Request to deal in Downer securities to the Company Secretary by email to [Note: the internal email address is
removed from the website copy of this document].
A Restricted Person must not deal in the Company’s Securities until they receive confirmation from the
Company Secretary (or an authorised delegate) that the Chairman has granted an exemption.
The Company Secretary (or their authorised delegate) will normally respond to requests within two business
days.
Exemptions are only valid for the period noted in the response to the request and will lapse if the Restricted
Person does not complete the notified transaction. If an exemption has lapsed, a Restricted Person must
submit a new signed and completed Request to deal in Downer securities to the Company Secretary by
email to [Note: the internal email address is removed from the website copy of this document].

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10 NOTIFICATION OF DEALING
10.1 Notice of Dealing by Restricted Persons
Restricted Persons must submit a signed and completed Notice of dealing in Downer securities to the
Company Secretary (by email to [Note: the internal email address is removed from the website copy of this document])
before 5:00pm on the second day after they deal in the Company’s Securities.
10.2 Notification to the ASX and NZX of a Change in a
Director’s Interests
If a Director deals in the Company’s Securities, they must complete and sign the relevant Appendix 3X,
Appendix 3Y or Appendix 3Z and submit it to the Company Secretary (by email to [Note: the internal email
address is removed from the website copy of this document]) before 5:00pm on the second day after they deal in
the Company’s Securities.
11 RESPONSIBILITIES UNDER THIS SECURITIES
TRADING POLICY
11.1 Employees and Contractors
Every Director, employee and contractor of the Company is responsible for ensuring that they:
▪ understand and comply with this Securities Trading Policy;
▪ do not engage in insider trading;
▪ where relevant, only deal in the Company’s securities if they have been granted appropriate approval; and
▪ do not disclose any confidential or Price Sensitive Information to any unauthorised person.
11.2 Company Secretary
The Company Secretary is responsible for:
▪ ensuring that Directors and employees of the Company are aware of and understand this Securities
Trading Policy;
▪ receiving, processing and retaining copies of all submitted Requests to deal in Downer securities;
▪ receiving, processing, approving and retaining copies of all submitted Requests to deal in Downer
securities;
▪ receiving and retaining copies of all submitted Notices of dealing in Downer securities; and
▪ receiving and lodging with the ASX and NZX all Appendix 3X, Appendix 3Y or Appendix 3Z forms
provided by Directors.
11.3 Chairman
The Chairman is responsible for granting (on a discretionary basis) exemptions to the prohibition on dealing in
the Company’s Securities during a Closed Period.

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12 REFERENCED & ASSOCIATED DOCUMENTS
GROUP DOCUMENTS
FORM
Notice of dealing in Downer securities
Request to deal in Downer securities
REGISTERS
Downer Group Definitions Register
LEGISLATIVE REQUIRMENTS
Corporations Act 2001 (Cth)
OTHER
ASX Corporate Governance Principles
ASX Listing Rules
NZX Listing Rules