Notice of Annual General Meeting/Proxy Form

SCHOOL
HOSPITAL
HOTEL
LAUNDRYCLEANOGAS CO
Notice of
Annual General
Meeting 2018
NOTICE IS GIVEN THAT THE ANNUAL GENERAL MEETING
OF THE SHAREHOLDERS OF DOWNER EDI LIMITED (DOWNER)
WILL BE HELD AT:
THE AUDITORIUM
Northside Conference Centre
Oxley Street (Cnr Oxley Street & Pole Lane) Crows Nest NSW 2065
ON THURSDAY 1 NOVEMBER 2018
commencing at 11:00am Sydney time (meeting).
Registration will commence at 10:30am.
DOWNER EDI LIMITED ABN 97 003 872 848
Triniti Business Campus, 39 Delhi Road, North Ryde NSW 2113
PO Box 1823, North Ryde NSW 2113
T +61 2 9468 9700 F +61 2 9813 8915 W www.downergroup.com

DEAR SHAREHOLDER,
I am pleased to invite you to Downer’s 2018 Annual General Meeting (AGM) to be held at 11:00am
(Sydney time) on 1 November 2018 at the Northside Conference Centre.
Downer’s AGM is the occasion where Shareholders vote on a number of important resolutions,
which are outlined in this Notice of Meeting. It also provides Shareholders with the opportunity
to meet the Board, hear from the Managing Director and CEO, and ask questions.
ELECTION AND RE-ELECTION OF DIRECTORS
The first item of business seeks approval for the election of our new Director, Ms Nicole Hollows,
to the Board as well as for the re-election of Mr Philip Garling.
Ms Hollows joined the Board in June 2018. With a financial and management background and
previous leadership roles as Chief Financial Officer and Chief Executive Officer across the public
and private sectors, including in mining, utilities and rail, Ms Hollows will be a valuable addition
to the Board.
Mr Garling joined the Board in 2011 and is currently Chair of the Rail Projects Committee and a
member of the Audit and Risk and Remuneration Committees. Mr Garling previously served as
Chair of the Remuneration Committee.
Both Directors have been strong contributors to the Board.
REMUNERATION REPORT AND PERFORMANCE RIGHTS
These resolutions seek approval of the Remuneration Report and the grant of performance rights
to the Managing Director as part of his 2019 financial year remuneration.
The Board has been working hard over many years to ensure that executive pay is appropriate and
aligned with the outcomes of the business. Page 21 of Downer’s Remuneration Report contains a
covering letter from me and the Chairman of the Remuneration Committee that sets out a summary
of Downer’s remuneration strategy and outcomes for the 2018 financial year. I ask that you consider
this letter and accompanying pages in the 2018 Annual Report when forming your views on these
items of business.
Yours sincerely,
Mike Harding
Chairman
2 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2018

ORDINARY BUSINESS
1. FINANCIAL REPORT, DIRECTORS’ REPORT AND
INDEPENDENT AUDITOR’S REPORT
To consider and receive the Financial Report, the Directors’ Report
and the Independent Auditor’s Report of Downer for the year
ended 30 June 2018.
Note:
–No resolution is required for this item of business.
2. ELECTION OF DIRECTORS
To consider and, if thought fit, pass the following ordinary
resolutions:
a. “That Ms Nicole Maree Hollows who was appointed as an
Independent Non-executive Director of the Company, effective
19 June 2018 in accordance with Rule 3.3 of the Company’s
Constitution and being eligible, is elected as a Non-executive
Director of Downer.”
b. “That Mr Philip Stuart Garling, who was appointed as a
Non-executive Director of the Company on 24 November 2011
and in accordance with Rule 3.6 of the Company’s Constitution
and being eligible, offers himself for re-election, is elected
as a Non-executive Director of Downer.”
3. ADOPTION OF REMUNERATION REPORT
To consider, and if thought fit, pass the following ordinary
resolution:
“That the Remuneration Report for the year ended 30 June 2018
be adopted.”
Notes:
– This resolution is subject to voting exclusions, which are set out
in the Explanatory Memorandum.
– This resolution is advisory only and does not bind Downer
or the Directors.
– The Directors will consider the outcome of the vote and
comments made by shareholders on the Remuneration Report
at the meeting when reviewing Downer’s remuneration policies.
If 25% or more of votes that are cast are voted against this
resolution and again at the 2019 Annual General Meeting in relation
to the 2019 Remuneration Report, shareholders will be required
to vote at the 2019 Annual General Meeting on a resolution that
another meeting be held within 90 days at which all of Downer’s
Directors (other than the Managing Director) must stand for
re-election.
A vote on this resolution must not be cast by or on behalf of a
member of the key management personnel (KMP), details of whose
remuneration are included in the Remuneration Report, or by
any of their closely related parties (such as certain of their family
members, dependants and companies they control).
However, this does not prevent those KMP or any of their closely
related parties from voting as a proxy for a person who is not a
member of the KMP or a closely related party if:
– the person specifies the way the proxy is to vote on this
resolution in the proxy form; or
– the person voting as a proxy is the Chairman and the proxy
form expressly authorises the Chairman to exercise the proxy
even if the resolution is directly or indirectly connected with the
remuneration of a member of the KMP for the Downer Group.
4. APPROVAL OF MANAGING DIRECTOR’S LONG TERM
INCENTIVE (‘LTI’)
To consider and, if thought fit, pass the following ordinary
resolution:
“That approval is given to the grant of performance rights pursuant
to the Company’s LTI Plan and the acquisition of shares on
vesting by issue or by transfer as the Managing Director’s long
term incentive for 2019 on the basis described in the Explanatory
Memorandum to this Notice of Meeting.”
This resolution is subject to voting exclusions, which are set out in
the Explanatory Memorandum.
A member of the KMP for the Downer Group and their closely
related parties must not vote as proxy on this resolution unless
the proxy appointment specifies the way the proxy is to vote on
the resolution. However, the Chairman of the meeting may vote an
undirected proxy if the proxy appointment expressly authorises the
Chairman to exercise the proxy even if the resolution is connected
directly or indirectly with the remuneration of a member of KMP for
the Downer Group.
I N V I TAT I O N
Shareholders are invited to join the Directors for light refreshments
after the meeting.
HOW TO VOTE
Shareholders can vote on the items of business by:
– attending the meeting; or
– appointing a proxy, representative or attorney to attend the
meeting and vote on their behalf.
ELIGIBILITY TO ATTEND AND VOTE
You will be eligible to attend and vote at the meeting if you are
registered as a holder of Downer shares at 7:00pm (Sydney time)
on Tuesday, 30 October 2018.
APPOINTING A PROXY
1. A proxy form is attached.
2. A member entitled to attend and vote at the meeting is entitled
to appoint not more than two proxies.
3. Where more than one proxy is appointed, each proxy should be
appointed to represent a specified proportion of the member’s
voting rights. In the absence of such a specification, each proxy
will be entitled to exercise half the votes.
4. You may appoint either an individual or a body corporate as
your proxy. A proxy need not be a member of Downer.
5. A proxy form must be signed by the member or the member’s
attorney. Proxies given by corporations must be signed
either under section 127 of the Corporations Act 2001 (Cth)
(Corporations Act) or in accordance with the Constitution of the
Company. In the case of joint holdings, at least one of the joint
holders must sign the proxy form.
6. If you appoint the Chairman of the meeting as your proxy
and do not direct the Chairman of the meeting how to vote
on Item 3 (Adoption of Remuneration Report) or Item 4
(Approval of Managing Director’s long term incentive)
(which you may do by marking any one of “For”, “Against”
or “Abstain” on the proxy form for those items of business),
you will be expressly authorising the Chairman of the
meeting to exercise your proxy even if those Items are
directly or indirectly connected with the remuneration
of a member of the KMP for the Downer Group.
NOTICE OF ANNUAL GENERAL MEETING 2018 3
NOTICE OF ANNUAL GENERAL MEETING 2018

7. The proxy form and the power of attorney or other authority (if
any) under which it is signed (or a certified copy of the power of
attorney or authority) must be received not later than 48 hours
before the time for holding the meeting, at the office of Downer’s
share registry:
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne VIC 8060 Australia
Fax: 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
Shareholders can also cast their votes online at
www.investorvote.com.au by following the prompts. To use this
facility, you will need your Shareholder Reference Number (SRN) or
Holder Identification Number (HIN) and postcode as shown on the
proxy form. You will be taken to have signed the proxy form if you
lodge it in accordance with the instructions on the website.
Custodian voting – For Intermediary Online subscribers only
(custodians) please visit www.intermediaryonline.com to submit
your voting intentions.
ANNUAL REPORT
Downer’s 2018 Annual Report is available on the Downer website
at www.downergroup.com.
EXPLANATORY MEMORANDUM
FOR SHAREHOLDERS
The explanatory notes that follow provide important
information regarding the items of business proposed
for the Downer 2018 Annual General Meeting.
ITEM 1
FINANCIAL REPORT, DIRECTORS’ REPORT
AND INDEPENDENT AUDITOR’S REPORT
The 2018 Annual Report (which includes the Financial Report,
the Directors’ Report and the Independent Auditor’s Report) will
be presented to the meeting. Shareholders can access a copy of
the report at the Downer website, www.downergroup.com.
The Chairman will give shareholders an opportunity to ask
questions about, and make comments on, the financial statements
and reports and Downer’s performance.
Shareholders will also be given an opportunity to ask a
representative of Downer’s auditor, KPMG, questions relevant
to audit matters, including the Independent Auditor’s Report.
The Chairman will also allow a reasonable opportunity for a
representative of the auditor to answer written questions to
the auditor submitted by shareholders to Downer no later than
Thursday, 25 October 2018. A question list setting out any written
questions to the auditor received from shareholders will be
available to shareholders attending the meeting.

ITEM 2
ELECTION OF DIRECTORS
ITEM 2(A) ELECTION OF MS N M HOLLOWS
Nicole Hollows was appointed to the position of Non-executive
Director, effective 19 June 2018. Ms Hollows joins Downer as an
independent Director.
Board recommendation
The Directors, in the absence of Ms Hollows, unanimously
recommend that shareholders vote in favour of this resolution.
The Chairman of the meeting intends to vote undirected proxies
in favour of this resolution.
Ms Hollows’ profile is set out below.
Nicole Hollows (47)
Independent
Non-executive Director
since June 2018
Ms Hollows has over 20 years’ experience in the resources sector
in a number of senior managerial roles across both the public and
private sectors, including in mining, utilities and rail. Her experience
spans operational management, accounting and finance, mergers
and acquisitions, capital management and corporate governance.
Ms Hollows is currently the Chief Executive Officer of SunWater
Limited, a Queensland Government owned corporation. She is
the Chair of The Salvation Army Brisbane Red Shield Appeal
Committee and an advisory committee member of the Salvation
Army Queensland Advisory Council and also a board member of
the Water Services Association of Australia and a member of the
CEO Advisory Committee for the Dean of Queensland University
of Technology (QUT) Business School.
She was formerly the Chief Financial Officer and subsequently
Chief Executive Officer of Macarthur Coal Limited, Managing
Director of AMCI Australia and South East Asia and Interim
Chair of Queensland Rail Limited.
A Fellow of the Australian Institute of Company Directors
and a Member of Chief Executive Women and the Institute of
Chartered Accountants, Ms Hollows holds a Bachelor of Business
– Accounting and a Graduate Diploma in Advanced Accounting
(Distinction) from the Queensland University of Technology and
is a Graduate of Harvard Business School’s Program for
Management Development.
Ms Hollows lives in Brisbane.
ITEM 2(B) RE-ELECTION OF MR P S GARLING
Phil Garling is an Independent Non-executive Director who is
retiring by rotation in accordance with Downer’s Constitution.
He is eligible to be re-elected as a Director of Downer and intends
to offer himself for re-election with the unanimous support of the
other Directors.
Board recommendation
The Directors, in the absence of Mr Garling, unanimously
recommend that shareholders vote in favour of this resolution.
The Chairman of the meeting intends to vote undirected proxies
in favour of this resolution.







4 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2018

Mr Garling’s profile is set out below.
Phil Garling (64)
Independent
Non-executive Director
since November 2011
Mr Garling has over 35 years’ experience in the infrastructure,
construction, development and investment sectors. He was the
Global Head of Infrastructure at AMP Capital Investors, a role
he held for nine years. Prior to this, Mr Garling was CEO of Tenix
Infrastructure and a long-term senior executive at the Lend Lease
Group, including five years as CEO of Lend Lease Capital Services.
Mr Garling is currently the Chairman of Tellus Holdings Limited,
Energy Queensland Limited and Newcastle Coal Infrastructure Group
and a Director of Charter Hall Limited and the New South Wales
electricity distributor, Essential Energy. He is a former Director of
Spotless Group Holdings Limited and a past President of Water Polo
Australia Limited.
Mr Garling holds a Bachelor of Building from the University of
New South Wales and the Advanced Diploma from the Australian
Institute of Company Directors. He is a Fellow of the Australian
Institute of Building, Australian Institute of Company Directors
and Institution of Engineers Australia.
Mr Garling is Chairman of the Rail Projects Committee and is a
member of the Audit and Risk and Remuneration Committees.
Mr Garling lives in Sydney.
ITEM 3
ADOPTION OF REMUNERATION REPORT
The Remuneration Report is contained in the Directors’ Report
in the 2018 Annual Report. Shareholders can access a copy of
the report at the Downer website, www.downergroup.com.
The Remuneration Report provides information about
the remuneration arrangements for KMP, which includes
Non-executive Directors and the most senior executives,
for the year to 30 June 2018.
The Remuneration Report covers the following matters:
–An introductory letter from the Chairman and Chairman
of the Remuneration Committee to shareholders;
–Year in review;
–Details of Key Management Personnel;
–Remuneration policy, principles and practices;
–Relationship between remuneration policy and company
performance;
–The Board’s role in remuneration;
–Description of executive remuneration;
–Details of executive remuneration;
–Executive equity ownership;
–Key terms of employment contracts;
–Related party information; and
–Description of Non-executive Director remuneration.
Shareholders will be given a reasonable opportunity to ask
questions about, or make comments on, the Remuneration Report.
Shareholders will be asked to vote on the Remuneration Report.
The resolution is advisory only and does not bind Downer or its
Directors. The Board will consider the outcome of the vote and
comments made by shareholders on the Remuneration Report
at the meeting when reviewing Downer’s remuneration policies.
Under the Corporations Act, if at least 25% of the votes cast on the
resolution are against the adoption of the relevant Remuneration
Report at two consecutive Annual General Meetings (each an
“AGM”, and any such potential 25% or more vote ‘against’ commonly
referred to as a “first strike” or “second strike”), shareholders will
be required to vote at the second of those AGMs on a resolution
that another general meeting be held within 90 days, at which all
of the Company’s directors in office at the time of the directors’
resolution to make the Directors’ Report containing that second
Remuneration Report (other than the Managing Director) must
stand for re-election.
At last year’s AGM the resolution to adopt the 2017
Remuneration Report was carried with 93% of votes cast
for the Remuneration Report.
Board recommendation
The Directors unanimously recommend that shareholders vote
in favour of Item 3 (Adoption of Remuneration Report).
Voting exclusions
A vote on Item 3 (Adoption of Remuneration Report) must not be
cast by or on behalf of a member of the KMP or by any of their
closely related parties (such as certain of their family members,
dependants and companies they control).
However, this does not prevent a member of the KMP, details of
whose remuneration are included in the Remuneration Report,
or any of their closely related parties, from voting as a proxy for a
person who is not a member of those KMP or any of their closely
related parties if:
–the person specifies the way the proxy is to vote on Item 3
(Remuneration Report) in the proxy form; or
–the person voting as a proxy is the Chairman and the proxy
form expressly authorises the Chairman to exercise the proxy
even if the resolution is directly or indirectly connected with the
remuneration of a member of the KMP for the Downer Group.
If you choose to appoint a proxy, you are strongly encouraged
to direct your proxy how to vote on Item 3 (Adoption of
Remuneration Report) by marking any one of “For”, “Against”
or “Abstain” on the proxy form for that item of business.
As set out in the section on Appointing a proxy, if you have
appointed the Chairman of the meeting as your proxy and
you do not mark any of “For”, “Against” or “Abstain” on the
proxy form, you will be expressly authorising the Chairman to
vote any proxies held by him in favour of Item 3 (Adoption of
Remuneration Report), even if that item is connected directly
or indirectly with the remuneration of a member of the KMP
for the Downer Group.
The Chairman of the meeting intends to vote any undirected proxies
held by him in favour of Item 3 (Adoption of Remuneration Report).
ITEM 4
APPROVAL OF MANAGING DIRECTOR’S
LONG TERM INCENTIVE
It is proposed to grant the Managing Director performance rights
in Downer as the Managing Director’s 2019 long term incentive plan
(2019 LTIP) on the terms set out below (2019 Grant) and to seek
approval for that grant under ASX Listing Rule 10.14. If approval is
granted under ASX Listing Rule 10.14, the Company will be permitted
to issue ordinary shares in the Company to Mr Fenn in satisfaction of
its obligations under those performance rights if and when they vest.
NOTICE OF ANNUAL GENERAL MEETING 2018 5
NOTICE OF ANNUAL GENERAL MEETING 2018

PROPOSED LONG TERM INCENTIVE FOR THE
MANAGING DIRECTOR FOR 2019
As a senior executive, Mr Grant Fenn has participated in Downer’s
long term incentive plans (LTIPs) since 2009 and in his capacity as
Managing Director since July 2010.
Under his employment agreement with Downer as Managing
Director, Mr Fenn is entitled to be granted performance rights
each year with a maximum value equal to 100% of his annual fixed
remuneration. The performance rights are subject to long term
performance requirements and therefore only vest to Mr Fenn if
those performance requirements are met. In the event that the
resolution is not passed by shareholders, the Board intends to
provide an LTIP equivalent through an alternative mechanism
in order to meet Mr Fenn’s contractual entitlements.
In accordance with Downer’s contractual commitments, it is
proposed to grant Mr Fenn performance rights with a maximum
value of 100% of his annual fixed remuneration at the time of
grant as his 2019 Grant. Mr Fenn’s current fixed remuneration is
$2,000,000. The grant will be in the form of performance rights
which are a right to receive fully paid Downer ordinary shares
which may be purchased on-market or issued by the Company.
Dividends will be paid or accumulated only from the time the
performance rights vest.
ENTITLEMENT UNDER THE 2019 GRANT
Mr Fenn will receive a grant on the same terms and at the same
time as other eligible employees.
Subject to shareholder approval being obtained, the maximum
number of performance rights granted to Mr Fenn will be 301,791.
This quantity was calculated as his annual fixed remuneration
of $2,000,000 divided by $6.6271 being the daily average of
the volume weighted average price of Downer shares for the 10
trading days following the release of Downer’s results for the year
ended 30 June 2018, adjusted for the estimated value of dividends
during the vesting period that do not attach to the rights. Each
performance right will convert to one ordinary share once all
vesting conditions are met.
If shareholders approve the proposed resolution in Item 4 (Approval
of Managing Director’s long term incentive), the 2019 Grant will be
made within twelve months from the date of this meeting.
Details of any securities issued under the Company’s LTI Plan will
be published in each annual report of the Company relating to a
period in which securities have been issued, and that approval for
the issue of securities was obtained under ASX Listing Rule 10.14.
Any additional persons referred to in ASX Listing Rule 10.14 who
become entitled to participate in the Company’s LTI Plan after the
resolution is approved and who are not named in this Notice of
Meeting and Explanatory Memorandum will not participate until
approval is obtained under ASX Listing Rule 10.14.
PRICE ON GRANT OR VESTING
No amount is payable by the Managing Director on grant or vesting
of the performance rights.
VESTING CONDITIONS
Vesting of performance rights granted under the 2019 LTIP will
be subject to:
–meeting certain performance hurdles over a specified
period; and
–continued employment with Downer over a period determined
by the Board (service period).
Mr Fenn’s proposed 2019 Grant will be divided into three equal
tranches subject to the following performance hurdles:
–relative total shareholder return (TSR);
–compound annual earnings per share growth (EPS); and
–net profit after tax and before amortisation of acquired
intangibles (NPATA) and free cash flow (FFO) (Scorecard).
TSR is measured over the three-year performance period to
30 June 2021. TSR is calculated as the difference in share price
over the performance period, plus the value of shares earned from
reinvesting dividends received over this period, expressed as a
percentage of the share price at the beginning of the performance
period. If the TSR for each company in the comparator group
(see below) is ranked from highest to lowest, the median TSR is
the percentage return to shareholders that exceeds the TSR for
half of the comparison companies. The 75th percentile TSR is
the percentage return required to exceed the TSR for 75% of
the comparison companies.
Performance rights in the tranche to which the relative TSR
performance requirement applies vest in accordance with the
following table:
Downer’s TSR
ranking against the
comparator group
% of performance
rights subject to
the relative TSR
< 50th percentileNil
50th percentile30%
Above 50th and below
75th percentile
Straight line so that a further
2.8% of the performance rights
in the tranche will vest for every
1% increase between the 50th
percentile and 75th percentile
75th percentile and above100%
The comparator group for the 2019 LTI grant is the companies,
excluding financial services companies, in the ASX100 index as
at the start of the performance period on 1 July 2018.
Earnings per Share (EPS) growth is measured over the three-year
performance period to 30 July 2021. The EPS measure is based
on AASB 133 Earnings per Share and is externally audited.
The tranche of shares dependent on the EPS performance
condition vests pro rata between 5% compound annual EPS
growth and 10% compound annual EPS growth.
Performance rights in the tranche to which the EPS performance
requirement applies vest in accordance with the following table:
Downer’s EPS compound
annual growth
% of performance rights
subject to EPS condition
that qualify to vest
< 5%Nil
5%30%
Above 5% and below 10%Straight line so that a further
14% of the performance rights
in the tranche will vest for every
1% increase in EPS growth
between 5% and 10%
10% or more100%
The Scorecard condition will be comprised of two independent
absolute components of equal weighting. These components will
be based on Group NPATA and Group FFO. FFO is defined as net
cash flow from operating activities less investing cash flow.
6 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2018

The performance of each component will be measured over the
three year period to 30 June 2021.
NPATA and FFO targets will be set at the beginning of each of
the three financial years. The performance of each component
will be assessed each year relative to the targets. Performance of
each component will be determined as the average of the annual
performance assessments for the three years.
Performance rights in the tranche to which the Scorecard
performance requirement applies vest in accordance with the
following table:
Scorecard result
% of performance rights
subject to Scorecard
condition that qualify to vest
< 90% Nil
90% 30%
Above 90% and below 110%Straight line so that a further
3.5% of the performance rights in
the tranche will vest for every 1%
increase between 90% and 110%
110% or more100%
Once some or all of the performance rights have met the vesting
conditions, the performance rights will not vest unless the Board is
satisfied there has been no conduct on the part of Mr Fenn that the
Board considers inappropriate and that the financial results against
which the performance vesting condition were tested were not
incorrect in a material respect and were not reversed or restated.
PERFORMANCE PERIOD
The performance period for the 2019 Grant will be the three years
from 1 July 2018 to 30 June 2021 and the service period will end
on 30 June 2022.
CHANGE OF CONTROL
Under the 2019 LTIP, if there is a change in control of Downer
during the performance period, provided at least 12 months of
the 2019 Grant’s performance period have elapsed, unvested
performance rights pro-rated with the elapsed performance
period are tested for vesting with performance against the
relevant performance hurdles for that period.
Performance rights that have already been tested and have met
performance requirements but remain subject to the completion
of the service period condition will fully vest.
Neither unvested pro-rated performance rights nor performance
rights that have already been tested and met performance
requirements will vest unless the Board is satisfied that there has
been no conduct on the part of Mr Fenn that the Board considers
inappropriate and that the financial results against which the
performance hurdles were tested were not incorrect in a material
respect and were not reversed or restated.
CESSATION OF EMPLOYMENT
Upon cessation of employment of the Managing Director for
any reason, all performance rights that have not vested by the
cessation of employment will be forfeited unless, subject to the
termination benefit provisions of the Corporations Act, the Board
exercises its discretion to permit the Managing Director to retain
performance rights by deeming him to be an “Eligible Leaver”.
If Mr Fenn is deemed to be an Eligible Leaver, he may be entitled
to retain some or all of his performance rights and these will be
tested for vesting against the Vesting Conditions other than the
Continued Employment Condition in their normal course. An
Eligible Leaver’s performance rights will be settled with fully paid
Downer ordinary shares or in cash in the Board’s sole and absolute
discretion. No performance rights will vest unless the Board is
satisfied that there has been no conduct on the part of Mr Fenn
that the Board considers inappropriate and that the financial results
against which the performance hurdles were tested were not
incorrect in a material respect and were not reversed or restated.
OTHER INFORMATION
–Mr Fenn is the only Director of the Company who is entitled
to participate in the Company’s LTI Plan;
–No loan is being made to Mr Fenn in relation to the acquisition
of performance rights; and
–In accordance with the approval of shareholders at the 2017
Annual General Meeting, for Mr Fenn’s 2018 LTIP, Mr Fenn was
granted 332,160 performance rights. This quantity was calculated
as 100% of his annual fixed remuneration of $2,000,000 divided
by $6.0212, being the daily average of the volume weighted
average price of Downer shares for the 10 trading days following
the release of Downer’s results for the year ended 30 June 2017,
adjusted for the estimated value of dividends during the vesting
period that do not attach to the rights.
Board recommendation
In the view of the Non-executive Directors, it is in the best interests
of shareholders to approve the performance right-based 2019
long term incentive grant to the Managing Director because it
appropriately aligns the Managing Director’s remuneration with
shareholder returns. Your Directors (in the absence of the Managing
Director) therefore recommend shareholders approve the 2019
Grant and the Managing Director’s participation in the 2019 LTIP.
Voting exclusions
The Company will disregard any votes cast on Item 4 by:
–Mr Fenn; and
–associates of Mr Fenn.
However the Company need not disregard a vote in favour of the
resolution if:
–it is cast by a person as proxy for a person who is entitled to
vote, in accordance with the directions on the proxy form; or
–it is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction
on the proxy form to vote as the proxy decides.
Shareholders should note that apart from Mr Fenn no Director is
eligible to participate in any employee incentive scheme in relation
to the Company.
If you choose to appoint a proxy, you are strongly encouraged
to direct your proxy how to vote on Item 4 (Approval of
Managing Director’s long term incentive) by marking any one
of “For”, “Against” or “Abstain” on the proxy form for that
item of business. As set out in the section on Appointing a
proxy, if you have appointed the Chairman of the meeting
as your proxy and you do not mark any of “For”, “Against”
or “Abstain” on the proxy form, you will be expressly
authorising the Chairman to vote any proxies held by him
in favour of Item 4 (Approval of Managing Director’s long
term incentive) even if that item is connected directly or
indirectly with the remuneration of a member of KMP for
the Downer Group.
The Chairman of the meeting intends to vote any undirected
proxies held by him in favour of Item 4 (Approval of Managing
Director’s long term incentive).
By order of the Board
Peter Tompkins, Company Secretary
Sydney, 27 September 2018
NOTICE OF ANNUAL GENERAL MEETING 2018 7
NOTICE OF ANNUAL GENERAL MEETING 2018

GETTING THERE

PUBLIC TRANSPORT
The closest train station is St Leonards. There are several bus
routes from the city and further north or west that stop in Crows
Nest and/or St Leonards. For information about train and bus times,
please call 131 500 or visit www.transportnsw.info.
PARKING
On-street parking near the Centre is generally metered parking
(2P or less) with strictly enforced regulations. The Hume Street
Car Park is located directly across from the Northside Conference
Centre. There are three additional parking stations in close
proximity to the venue which are: Holtermann Street,
Nicholson Street and Alexander Street.
ALBANY STREET
POLE LANE
CHANDOS STREET
WILLOUHGBY ROAD
OXLEY STREET
PACIFIC HWY
CLARKE STREET
LITHGOW STREET
CLARKE LANE
NICHOLSON STREET
RIVER ROAD
ST LEONARDS
STATION
NEWLANDS
PARK
GO PAPERLESS
We encourage you to change your report preferences to electronic
delivery. To change your preferences or update your details please
contact Computershare on the details provided below or online at:
http://www.computershare.com.au/easyupdate/dow.
FURTHER INFORMATION
If you would like any further information regarding Downer’s AGM,
please contact the company’s share registry, Computershare, on
1300 556 161 if calling within Australia or +61 3 9415 4000 if calling
from outside Australia.
INFORMATION ABOUT DOWNER
Information about Downer’s FY18 performance can be read
in the Annual Report and Sustainability Reports available at
www.downergroup.com.
SCHOOL
HOSPITAL
HOTEL
LAUNDRYCLEANOGAS CO

SRN/HIN:
Lodge your vote:
Online:
www.investorvote.com.au
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001 Australia
Alternatively you can fax your form to
(within Australia) 1800 783 447
(outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only
(custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 850 505
(outside Australia) +61 3 9415 4000
Proxy Form



For your vote to be effective it must be received by 11:00am (Sydney time) Tuesday, 30 October 2018
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking
one of the boxes opposite each item of business. If you do not mark a box
your proxy may vote or abstain as they choose (to the extent permitted by
law). If you mark more than one box on an item your vote will be invalid on
that item.
If you appoint the Chairman of the Meeting as your proxy and direct him to
vote 'For', 'Against' or 'Abstain' he will vote in accordance with that direction.
If you appoint the Chairman of the Meeting as your proxy but do not direct
him to vote 'For', 'Against' or 'Abstain' you will be expressly authorising him
to and he will vote your proxy in favour of each resolution, even though:
- Item 3 is directly or indirectly connected with the remuneration of a member
of the key management personnel, details of whose remuneration is
included in the Remuneration Report;
- Item 4 is directly or indirectly connected with the remuneration of a member
of the key management personnel of Downer Group.
Voting a portion of your holding: Indicate a portion of your voting rights
by inserting the percentage or number of securities you wish to vote in the
For, Against or Abstain box or boxes. The sum of the votes cast must not
exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies
to attend the meeting and vote on a poll. If you appoint two proxies you must
specify the percentage of votes or number of securities for each proxy,
otherwise each proxy may exercise half of the votes. When appointing a
second proxy write both names and the percentage of votes or number of
securities for each in Step 1 overleaf.
Signing Instructions for Postal Forms
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the
securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney
with the registry, please attach a certified photocopy of the Power of Attorney
to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole
Company Secretary, this form must be signed by that person. If the company
(pursuant to section 204A of the Corporations Act 2001) does not have a
Company Secretary, a Sole Director can also sign alone. Otherwise this form
must be signed by a Director jointly with either another Director or a Company
Secretary. Please sign in the appropriate place to indicate the office held, and
delete titles as applicable.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you will need to provide the
appropriate “Certificate of Appointment of Corporate Representative” prior to
admission. A form of the certificate may be obtained from Computershare or
online at www.investorcentre.com under the help tab, "Printable Forms".
Comments & Questions: If you have any comments or questions for the
company, please write them on a separate sheet of paper and return with this
form.
GO ONLINE TO VOTE,

or turn over to complete the form
A proxy need not be a securityholder of the Company.
DOWNER EDI LIMITED
ABN 97 003 872 848
Control Number: 181989
Go to www.investorvote.com.au or scan the QR Code with your mobile device.
Follow the instructions on the secure website to vote.
Vote and view the annual report online
Your access information that you will need to vote:
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

•
•
239762_0_COSMOS_Sample_Proxy/000001/000001/i

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. If the Chairman of the Meeting is (or
becomes) your proxy you can direct the Chairman of the Meeting to vote for or against or abstain from voting by marking the appropriate box in
step 2 below.
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
Proxy Form
Please markto indicate your directions
Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Downer EDI Limited hereby appoint
STEP 1
the Chairman
OR
PLEASE NOTE: Leave this box blank if
you have selected the Chairman of the
Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy
to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and
to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Downer EDI to be held at The Auditorium, Northside
Conference Centre, Oxley Street (Cnr Oxley Street & Pole Lane) Crows Nest NSW on Thursday, 1 November 2018 at 11:00am (Sydney time)
and at any adjournment or postponement of that Meeting.
STEP 2
Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

SIGN
Signature of Securityholder(s)
This section must be completed.
Individual or Securityholder 1Securityholder 2Securityholder 3
Sole Director and Sole Company SecretaryDirectorDirector/Company Secretary
Contact
Name
Contact
Daytime
Telephone
Date
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may
change his/her voting intention on any resolution, in which case a market announcement will be made.
of the Meeting
/ /
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of
the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our
proxy on Items 3 & 4 (except where I/we have indicated a different voting intention below) even though Items 3 & 4 are connected directly or
indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
For
Against
Abstain
2aElection of Non-executive Director - Ms Nicole Maree Hollows
2bRe-election of Non-executive Director - Mr Philip Stuart Garling
3Adoption of the Remuneration Report
4Approval of Managing Director's Long Term Incentive ('LTI')
DOW