Final Director’s Interest Notice

Appendix 3Z
Final Director’s Interest Notice



+ See chapter 19 for defined terms.

11/3/2002
Appendix 3Z Page 1
Rule 3.19A.3
Appendix 3Z

Final 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 30/9/2001.

Name of entity Downer EDI Limited
ABN 97 003 872 848

We (the entity) give ASX the following information under listing rule 3.19A.3 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 30 September 2022
Date that director ceased to be director 27 February 2023

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

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.

Number & class of securities


2,049,795,809 ordinary shares.

959,031 performance rights, each representing a right to one ordinary share.

Appendix 3Z
Final Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Z Page 2 11/3/2002

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

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.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust


Name of holder & nature of interest
Note: Provide details of the circumstances giving rise
to the relevant interest

Grant Anthony Fenn

Beneficial interest in securities held
by CPU Share Plans Pty Ltd
(Trustee of the Downer EDI Limited
Deferred Employee Share Plan).







Number & class of securities


2,049,795,809 ordinary shares.

959,031 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 ye ars to 30 June 2023.

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

2. 2022 LTI Plan – 374,714 performance rights.
The grant is comprised of three tranches:
a. 124,905 performance rights with a relative
TSR performance hurdle for the three
years to 30 June 2024;
b. 124,905 performance rights with a
compound annual EPS growth rate
performance hurdle for the three years to
30 June 2024; and
c. 124,904 performance rights with a
scorecard performance hurdle for the
three years to 30 June 2024.

A continued employment condition to 30 June
2025 applies to each tranche.

Appendix 3Z
Final Director’s Interest Notice



+ See chapter 19 for defined terms.

11/3/2002
Appendix 3Z Page 3
Part 3 – Director’s interests in contracts

Detail of contract
Nil
Nature of interest



Name of registered holder
(if issued securities)


No. and class of securities to which
interest relates