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 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 (915,986 ordinary
shares and 646,097 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 4 August 2020.
No. of securities held prior to 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

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)
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


295,246 shares were allocated after provisionally qualified
performance rights granted under the 2017 LTI plan met the
remaining conditions and vested.
Number disposed 295,246 performance rights vested and were exercised to
295,246 ordinary shares.



























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

Not applicable


No. of securities held after change 1,877,464 ordinary shares.

646,097 performance rights, each representing a right to one
ordinary share, comprising of:
1. 2018 LTI Plan – 338,524 performance rights. The grant is
comprised of three tranches:
a. 112,841 performance rights with a relative TSR
performance hurdle for the three years to 30 June 2020;
b. 112,841 performance rights with a compound annual
EPS growth rate performance hurdle for the three years
to 30 June 2020; and
c. 112,842 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.

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
(continued)
2. 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.

Nature of change
Example: on-market trade, off-market trade, exercise
of options, issue of securities under dividend
reinvestment plan, participation in buy-back
Adjustment to the number of performance rights calculated to
reflect the discount to the market price of Downer shares
offered to shareholders in the Company’s Entitlement Offer
announced on 21 July 2020 as follows:
• 5,551 under the 2017 LTI Plan
• 6,364 under the 2018 LTI Plan
• 5,782 under the 2019 LTI Plan

The adjustment factor of 0.9812 that has been used to
determine the number of additional performance rights under
the 2017, 2018 and 2019 LTI Plans is based on the theoretical
ex-rights price (TERP) of $4.18 divided by the last share price
prior to the announcement of the Entitlement Offer.

295,246 performance rights granted to Mr Fenn under the LTI
Plan (2017 Plan) have met the relevant performance hurdles and
have become provisionally qualified.


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

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 4 01/01/2011

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