Change of Director’s Interest Notice

Appendix 3Y
Cha nge of Director’s Interest N otice



+ See chapter 19 for defined ter ms.

01/01 /20 11 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 a s a g e n t f o r
the director for the purposes of section 205G of the Corporations Act.

Name of Dire ct or Grant Anthony Fenn
Date of last notice 18 August 2021

Part 1 - Change of director’s relevant interests in securities
In the case of a trust, thi s i ncl ude s i nte re sts i n the trust made av ai l abl e by the re sponsi bl e e nti ty of the trust

No te: In the case o f a co m pany , i nter ests which co me wi thin par agr aph (i) o f the def initi on o f “noti fi able i nter est of a dir ecto r” sho uld be
disclosed in this part.

Direct or indirect interest Direct: 795,809 ordinary shar es
Indirect: 1,253,963 ordinary shares and 902,492 performance
rights, each representing a right to one ordinary share.
Nature of indirect interest
(including registered holder)
No te: Pr o v i de detai ls o f the ci r cum stances
gi v i ng r i se to the r elev ant i nterest.
Held by CPU Share Plans Pty Ltd (Trustee of the Downer EDI
Limited Deferred Employee Share Plan)

Dat e of change 30 September 2 021.
No. of securities held prior to
change
2,049,772 ordinary shar es.
318,175 performance rights, each representing a right to one
ordinary share, comprising of:
1. 2020 LTI Plan – 318,175 performance rights. 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 2022;
b. 106,058 performance rights with a compound annual EP S
growth rate performance hurdle for the three years to 3 0
June 2022; 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.

Appendix 3Y
Cha nge of Director’s Interest N otice



+ See chapter 19 for defined ter ms.

Appen dix 3Y P ag e 2 01/01/2011

Class Performance rights
Number acquired


584,317 performance rights under the LTI plan.
Number disposed Nil.

Value/Consideration
Note: If consideration is non-cash, pr o v i de
detai ls and esti m ated v aluati o n

Not applicable.


No. of securities held after change 2,049,772 o r dinary shar es.

902,492 performance rights, each representing a right to one
ordinary share, comprising of:
1. 2020 L TI Plan – 318,175 performance rights. The grant is
comprised of three tranches:
a. 106,058 performance rights with a relat ive TSR
performance hurdle for the three years to 30 June 2022;
b. 106,058 performance rights with a compound annual EP S
growth rate performance hurdle for the three years to 3 0
June 2022; and
c. 106,059 performance rights with a scorecard performance
hurdle for the three years to 30 June 2 022.

A continued employment condition to 30 June 2023 applies
to each tranche.

2. 2021 L TI Plan – 584,317 performance rights. The grant is
comprised of three tranches:
a. 194,772 performance rights with a relative TSR
perfo rmance hurdle for t he t hre e ye ar s to 30 June 2023;
b. 194,772 performance rights with a compound annual EP S
growth rate performance hurdle for the three years to 3 0
June 2023; and
c. 194,773 performance rights with a scorecard performance
hurdle for the three years to 30 June 2023.

A continued employment condition to 30 June 2024 applies
to each tranche.


Nature of change
Exam ple: o n-market trade, off-market trade,
exer ci se o f o pti o ns, i ssue o f secur i ti es under
dividend reinvestment plan, participation in
buy-back
584,317 performance rights granted under the LTI plan.

Appendix 3Y
Cha nge of Director’s Interest N otice



+ See chapter 19 for defined ter ms.

01/01 /20 11 Appendix 3Y Page 3

Part 2 – Change of director’s interests in contracts

No te: In the case o f a co m pany , i nter ests which co me wi thin par agr aph (ii ) o f the def i ni tio n of “no tif iable i nter est o f a di recto r ” 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
No te: Detai ls ar e o nly r equi r ed fo r a contract i n
relation to which the inter est has changed


Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, pr o v i de detai ls
and an esti m ated v aluati o n


Interest after change

Part 3 –
+
Closed period

Were the interests in the securities or contracts d et ailed
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