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 a nd
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 f o r
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, i nterests w hi ch come w i thi n parag raph (i ) of the defi ni ti on of “noti fi able i nterest of a di rector” shoul d
be di scl osed i n thi s part.

Direct or indirect interest Direct: 795,809 ordinary shares)
Indirect: 1,253,963 ordinary shares and 318, 17 5 performance
rights, each representing a right to one ordinary share.
Nature of indirect interest
(including registered holder)
Note: Provi de detai l s of the ci rcumstances g i vi ng
ri se to the rel evant i nterest.
Held by CPU Share Plans Pty Ltd (Trustee of t h e 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 ri g h t t o o ne
ordinary share, comprising of:
1. 2019 LTI Plan – 307,573 performance rights. T he g ra nt i s
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 co mpo und an n ual
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.

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

App end ix 3Y Pag e 2 01/01/2011


2. 2020 LTI Plan – 318,175 performance rights. T he g rant 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 co mpo und an n ual
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 u nd er t h e L TI
Plan (2019 Plan) have not met the relevant performance hurdles
and have been forfeited.




























Value/Consideration
Note: If consideration is non-cash, provi de detai l s
and esti mated val uati on

Not applicable.


No. of securities held after change 2,049,772 ordinary shares.

318,175 performance rights, each representing a ri g h t t o o ne
ordinary share, comprising of:
1. 2020 LTI Plan – 318,175 p e rform an ce rig hts. 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 co mpo und an n ual
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
Exampl e: on-market trade, off-market trade,
exerci se of opti ons, i ssue of securi ti es under
di vi dend rei nvestment pl an, parti ci pati on i n buy -
back
307,573 performance rights granted to Mr Fenn u nd er t h e L TI
Plan (2019 Plan) have not met the relevant performance hurdles
and have been forfeited.

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, i nterests w hi ch come w i thi n parag raph (i i ) of the defi ni ti on of “noti fiabl e i nterest of a di rector” s ho uld
be di scl osed i n thi s 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: Detai l s are onl y requi red for a contract i n
rel ati on to w hi ch the i nterest has chang ed


Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provi de detai l s
and an esti mated val uati on


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