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
Peter John Tompkins
Date of last notice
3 February 2023

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
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances
giving rise to the relevant interest.


Date of change
17 August 2023
No. of securities held prior to
change
286,004 ordinary shares.

239,758 performance rights, each representing a right to one
ordinary share, comprising:
1. 2021 LTI Plan – 146,079 performance rights. The grant is
comprised of three tranches:
a. 48,693 performance rights with a relative TSR performance
hurdle for the three years to 30 June 2023;
b. 48,693 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2023; and
c. 48,693 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.

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011


2. 2022 LTI Plan – 93,679 performance rights. The grant is
comprised of three tranches:
a. 31,226 performance rights with a relative TSR performance
hurdle for the three years to 30 June 2024;
b. 31,226 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2024; and
c. 31,227 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.

Class
Performance rights
Number acquired
24,347 performance rights granted to Mr Tompkins under the LTI
Plan (2021 Plan) have met the relevant performance hurdles and
have become provisionally qualified.

Number disposed
121,732 performance rights granted to Mr Tompkins under the LTI
Plan (2021 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
286,004 ordinary shares.

239,758 performance rights, each representing a right to one
ordinary share, comprising:
1. 2021 LTI Plan
24,347 performance rights which have met the relevant
performance condition and remain subject to a continued
employment condition to 30 June 2024.

2. 2022 LTI Plan – 93,679 performance rights. The grant is
comprised of three tranches:
a. 31,226 performance rights with a relative TSR performance
hurdle for the three years to 30 June 2024;
b. 31,226 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2024; and
c. 31,227 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 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Nature of change
Example: on-market trade, off-market trade,
exercise of options, issue of securities under
dividend reinvestment plan, participation in
buy-back
24,347 performance rights granted to Mr Tompkins under the LTI
Plan (2021 Plan) have met the relevant performance hurdles and
have become provisionally qualified.

121,732 performance rights granted to Mr Tompkins under the LTI
Plan (2021 Plan) have not met the relevant performance hurdles
and have been forfeited.


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