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 6 October 2021

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: 795,809 ordinary shares
Indirect: 1,253,963 ordinary shares and 584,317 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 24 August 2022.
No. of securities held prior to change 2,049,772 ordinary shares.

902,492 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 EPS
growth rate performance hurdle for the three years to 30 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
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011


2. 2021 LTI Plan – 584,317 performance rights. The grant is
comprised of three tranches:
a. 194,772 performance rights with a relative TSR performance
hurdle for the three years to 30 June 2023;
b. 194,772 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30 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.

Class Performance rights.
Number acquired
Number disposed 318,175 performance rights granted to Mr Fenn under the LTI Plan
(2020 Plan) have not met the relevant performance hurdles and have
been forfeited.

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

Not applicable.


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

584,317 performance rights, each representing a right to one ordinary
share, comprising of:
1. 2021 LTI Plan – 584,317 performance rights. The grant is
comprised of three tranches:
a. 194,772 performance rights with a relative TSR performance
hurdle for the three years to 30 June 2023;
b. 194,772 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30 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
Example: on-market trade, off-market trade,
exercise of options, issue of securities under
dividend reinvestment plan, participation in
buy-back
318,175 performance rights granted to Mr Fenn under the LTI Plan
(2020 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, 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