Change of Director's 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
2 September 2026

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: 347,406 ordinary shares and 1,217,981 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





















4 September 2026
No. of securities held prior to
change
470,177 ordinary shares.

1,116,325 performance rights, each representing a right to one
ordinary share, comprising:
1. 2024 LTI Plan
453,703 performance rights have met the relevant performance
condition. These rights remain subject to a continued employment
condition to 30 June 2027 and a board approval condition.
2. 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

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

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.
3. 2026 LTI Plan
302,473 performance rights. The grant is comprised of two
tranches:
a. 151,236 performance rights with a relative TSR performance
hurdle for the three years to 30 June 2028; and
b. 151,237 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2028.
A continued employment condition to 30 June 2029 and board
approval applies to each tranche.

Class
Performance rights
Number acquired
101,656 performance rights were granted for the deferred component
of performance achieved under the 2026 Deferred STI plan.
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
470,177 ordinary shares.

1,217,981 performance rights, each representing a right to one
ordinary share, comprising:
1. 2024 LTI Plan
453,703 performance rights have met the relevant performance
condition. These rights remain subject to a continued employment
condition to 30 June 2027 and a board approval condition.
2. 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.
3. 2026 LTI Plan
302,473 performance rights. The grant is comprised of two
tranches:
a. 151,236 performance rights with a relative TSR performance
hurdle for the three years to 30 June 2028; and
b. 151,237 performance rights with a compound annual EPS
growth rate performance hurdle for the three years to 30
June 2028.
A continued employment condition to 30 June 2029 and board
approval applies to each tranche.
4. 2026 Deferred STI Plan
101,656 performance rights. The grant is comprised of two
tranches:
a. 50,828 performance rights for which a 12-month continued
employment condition and board approval applies; and
b. 50,828 performance rights for which a 24-month continued
employment condition and board approval applies.
Nature of change
Example: on-market trade, off-market trade,
exercise of options, issue of securities under
dividend reinvestment plan, participation in
buy-back
101,656 performance rights were granted for the deferred component
of performance achieved under the 2026 Deferred STI plan.

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 4 01/01/2011

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