Change of Directors Interest Notice

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

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
6 September 2024

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: 122,771 ordinary shares
Indirect: 207,712 ordinary shares and 1,075,076 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





















18 December 2024

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

No. of securities held prior to
change
330,483 ordinary shares.

714,927 performance rights, each representing a right to one
ordinary share, comprising:
1. 2023 LTI Plan
234,479 performance rights. The grant is comprised of three
tranches:
a. 78,160 performance rights with a relative TSR performance
hurdle for the three years to 30 June 2025;
b. 78,160 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2025; and
c. 78,159 performance rights with a scorecard performance
hurdle for the three years to 30 June 2025.

A continued employment condition to 30 June 2026 and board
approval applies to each tranche.
2. 2024 LTI Plan
480,448 performance rights. The grant is comprised of three
tranches:
a. 160,149 performance rights with a relative TSR
performance hurdle for the three years to 30 June 2026;
b. 160,149 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2026; and
c. 160,150 performance rights with a scorecard performance
hurdle for the three years to 30 June 2026.

A continued employment condition to 30 June 2027 and board
approval applies to each tranche.

Class
Ordinary shares
Number acquired
360,149 performance rights
Number disposed
Nil
Value/Consideration
Note: If consideration is non-cash, provide
details and estimated valuation

Not applicable

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 3

No. of securities held after
change
330,483 ordinary shares.

1,075,076 performance rights, each representing a right to one
ordinary share, comprising:
3. 1. 2023 LTI Plan
234,479 performance rights. The grant is comprised of three
tranches:
a. 78,160 performance rights with a relative TSR performance
hurdle for the three years to 30 June 2025;
b. 78,160 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2025; and
c. 78,159 performance rights with a scorecard performance
hurdle for the three years to 30 June 2025.

A continued employment condition to 30 June 2026 and board
approval applies to each tranche.

4. 2. 2024 LTI Plan
480,448 performance rights. The grant is comprised of three
tranches:
a. 160,149 performance rights with a relative TSR
performance hurdle for the three years to 30 June 2026;
b. 160,149 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2026; and
c. 160,150 performance rights with a scorecard performance
hurdle for the three years to 30 June 2026.

A continued employment condition to 30 June 2027 and board
approval applies to each tranche.

3. 2025 LTI Plan
360,149 performance rights. The grant is comprised of three
tranches:
a. 120,050 performance rights with a relative TSR
performance hurdle for the three years to 30 June 2027;
b. 120,050 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2027; and
c. 120.049 performance rights with a scorecard performance
hurdle for the three years to 30 June 2027.

A continued employment condition to 30 June 2028 and board
approval applies to each tranche.

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 4 01/01/2011

Nature of change
Example: on-market trade, off-market trade,
exercise of options, issue of securities under
dividend reinvestment plan, participation in
buy-back
360,149 performance rights have been granted to Mr Tompkins
under the LTI Plan (2025 Plan).

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