Ann: RELINT: WHS: Change of Director's Interest Notice

• Release Date: 28/01/16 16:34
• Summary: RELINT: WHS: Change of Director's Interest Notice
• Price Sensitive: No
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					WHS
28/01/2016 16:34
RELINT
NOT PRICE SENSITIVE
REL: 1634 HRS The Warehouse Group Limited

RELINT: WHS: Change of Director's Interest Notice

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 Grant Anthony Fenn
Date of last notice 14 August 2015

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 (53,906 shares) & Indirect (572,586
ordinary shares and 1,200,505 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 25 January 2016.
No. of securities held prior to change 409,571 ordinary shares.

In addition, 216,921 ordinary shares granted under the 2012 LTI Plan have met
the relevant performance hurdles. A continued employment condition to 31
December 2015 applied to these shares.
No. of securities held prior to change (continued) 1,200,505 performance
rights, each representing a right to one ordinary share, comprising of:
1. 2013 LTI Plan
445,682 performance rights. The grant is comprised of two tranches of 222,841
performance rights each. One tranche has a relative TSR performance hurdle
for the three years to 31 December 2015. The other tranche has a compound
annual EPS growth rate performance hurdle for the three years to 31 December
2015. A continued employment condition to 31 December 2016 applies to both
tranches.
2. 2014 LTI Plan
243,576 performance rights. The grant is comprised of two tranches of 121,788
performance rights each. One tranche has a relative TSR performance hurdle
for the 2.5 years to 30 June 2016. The other tranche has a compound annual
EPS growth rate performance hurdle for the 2.5 years to 30 June 2016. A
continued employment condition to 30 June 2017 applies to both tranches.
3. 2015 LTI Plan
511,247 performance rights. The grant is comprised of three tranches:
a. 170,416 performance rights with a relative TSR performance hurdle for the
three years to 30 June 2017;
b. 170,416 performance rights with a compound annual EPS growth rate
performance hurdle for the three years to 30 June 2017; and
c. 170,415 performance rights with a scorecard performance hurdle for the
three years to 30 June 2017

A continued employment condition to 31 December 2016 applies to each tranche.

Class Ordinary
Number acquired

 216,921 ordinary shares.
Number disposed Not applicable
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
 Not applicable
No. of securities held after change 626,492 ordinary shares.

1,200,505 performance rights, each representing a right to one ordinary
share, comprising of:
4. 2013 LTI Plan
445,682 performance rights. The grant is comprised of two tranches of 222,841
performance rights each. One tranche has a relative TSR performance hurdle
for the three years to 31 December 2015. The other tranche has a compound
annual EPS growth rate performance hurdle for the three years to 31 December
2015. A continued employment condition to 31 December 2016 applies to both
tranches.
5. 2014 LTI Plan
243,576 performance rights. The grant is comprised of two tranches of 121,788
performance rights each. One tranche has a relative TSR performance hurdle
for the 2.5 years to 30 June 2016. The other tranche has a compound annual
EPS growth rate performance hurdle for the 2.5 years to 30 June 2016. A
continued employment condition to 30 June 2017 applies to both tranches.
6. 2015 LTI Plan
511,247 performance rights. The grant is comprised of three tranches:
a. 170,416 performance rights with a relative TSR performance hurdle for the
three years to 30 June 2017;
b. 170,416 performance rights with a compound annual EPS growth rate
performance hurdle for the three years to 30 June 2017; and
c. 170,415 performance rights with a scorecard performance hurdle for the
three years to 30 June 2017

A continued employment condition to 31 December 2016 applies to each tranche.

Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
216,921 shares granted to Mr Fenn under the LTI Plan (2012 Plan) have met the
continued employment condition and have vested.

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?
If prior written clearance was provided, on what date was this provided?
End CA:00276939 For:WHS    Type:RELINT     Time:2016-01-28 16:34:43