Change in 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
26 August 2025
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: 223,062 ordinary shares and 964,941 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
26 September 2025
No. of securities held prior to
change
330,483 ordinary shares.
964,941 performance rights, each representing a right to one
ordinary share, comprising:
1. 1. 2023 LTI Plan
124,344 performance rights have met the relevant performance
condition. These rights remain subject to a continued
employment condition to 30 June 2026 and a board approval
condition.
2. 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
Appendix 3Y
Change of Director’s Interest Notice
+ See chapter 19 for defined terms.
Appendix 3Y Page 2 01/01/2011
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.
Class
Ordinary shares
Number acquired
15,350
Number disposed
Not applicable
Value/Consideration
Note: If consideration is non-cash, provide
details and estimated valuation
$7.2274 per share
Appendix 3Y
Change of Director’s Interest Notice
+ See chapter 19 for defined terms.
Appendix 3Y Page 3
No. of securities held after
change
345,833 ordinary shares.
964,941 performance rights, each representing a right to one
ordinary share, comprising:
3. 1. 2023 LTI Plan
124,344 performance rights have met the relevant performance
condition. These rights remain subject to a continued
employment condition to 30 June 2026 and a board approval
condition.
4. 2. 2024 LTI Plan
480,448 performance rights. The grant is comprised of three
tranches:
d. 160,149 performance rights with a relative TSR
performance hurdle for the three years to 30 June 2026;
e. 160,149 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2026; and
f. 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:
d. 120,050 performance rights with a relative TSR
performance hurdle for the three years to 30 June 2027;
e. 120,050 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2027; and
f. 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
15,350 Ordinary Shares have been allocated to Mr Tompkins from
the employee share plan trust in satisfaction of his First Deferred
Component of his short-term incentive award for the 2024 financial
year.
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
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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