Notice of Annual General Meeting/Proxy Form

Notice of
Annual General
Meeting 2019
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 and Pole Lane)
Crows Nest NSW 2065
ON THURSDAY 7 NOVEMBER 2019
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 2019 Annual General Meeting (AGM) to be held at 11.00am
(Sydney time) on 7 November 2019 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, Mr Peter Watson, to the
Board as well as for the re-election of Ms Teresa Handicott and Dr Grant Thorne.
Peter Watson joined the Board in May 2019. With an engineering and management background and
previous leadership roles as Chief Executive Officer across the industrial, transport, defence, health,
justice and utilities sectors, Mr Watson will be a valuable addition to the Board.
Teresa Handicott joined the Board in 2016 and is currently Chair of the Remuneration and Disclosure
Committees and a member of the Audit and Risk and Nomination and Corporate Governance
Committees.
Grant Thorne joined the Board in July 2011 and is currently Chair of the Zero Harm and Tender Risk
Evaluation Committees and a member of the Audit and Risk Committee.
All three 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 2020 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 22 of Downer’s Annual 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 2019 financial year. I ask that you consider this
letter and accompanying pages in the 2019 Annual Report when forming your views on these items
of business.
RE-INSERTION OF PROPORTIONAL TAKEOVER APPROVAL CONDITIONS
Downer’s constitution was amended in 2010 to include a proportional takeover approval provision.
The purpose of this provision is to give Shareholders the opportunity to decide whether any
proportional takeover bid for the company should succeed. As outlined in the Notice of Meeting, this
item was last voted on by Shareholders and approved in 2016.
Yours sincerely,
Mike Harding
Chairman
2 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2019

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 2019.
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 Mr Peter Watson who was appointed as an Independent
Non-executive Director of the Company, effective 22 May 2019
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 Ms Teresa Handicott, who was appointed as an
Independent Non-executive Director of the Company on
21 September 2016 and in accordance with Rule 3.6 of the
Company’s Constitution and being eligible, offers herself for
re-election, is elected as a Non-executive Director of Downer.”
c. “That Dr Charles Grant Thorne, who was appointed as an
Independent Non-executive Director of the Company on
1 July 2010 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 2019
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 2020 Annual General Meeting in
relation to the 2020 Remuneration Report, shareholders will
be required to vote at the 2020 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.
NOTICE OF ANNUAL GENERAL MEETING 2019 3
NOTICE OF ANNUAL GENERAL MEETING 2019

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.”
Note:
–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.
5. RE-INSERTION OF PROPORTIONAL TAKEOVER
APPROVAL PROVISIONS
To consider and, if thought fit, pass the following resolution as a
special resolution:
“That the Company modify its constitution by re-inserting clause
37 which contains proportional takeover approval provisions for the
purposes of section 648D of the Corporations Act 2001 (Cth), with
effect from the close of the meeting.”
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, 5 November 2019.
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.
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 2019 Annual Report is available on the Downer website at
www.downergroup.com.
4 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2019

EXPLANATORY MEMORANDUM
FOR SHAREHOLDERS
The explanatory notes that follow provide important
information regarding the items of business proposed for the
Downer 2019 Annual General Meeting.
ITEM 1
FINANCIAL REPORT, DIRECTORS’ REPORT AND
INDEPENDENT AUDITOR’S REPORT
The 2019 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, 30 October 2019. 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 MR P L WATSON
Peter Watson was appointed to the position of Non-executive
Director, effective 22 May 2019. Mr Watson joins Downer as an
Independent Director.
Board recommendation
The Directors, in the absence of Mr Watson, unanimously
recommend that shareholders vote in favour of this resolution, as
Mr Watson's skills and experience (as set out below) are valuable to
the Board's existing skills and experience. In particular, Mr Watson's
engineering and management background and previous leadership
roles as Chief Executive Officer across the industrial, transport,
defence, health, justice and utilities sectors make him a valuable
addition to the Board. The Chairman of the meeting intends to vote
undirected proxies in favour of this resolution.
The Board arranged checks on Mr Watson's character, experience,
education, criminal record and bankruptcy history ahead of his
appointment. The Board confirms that those checks did not reveal
any information of concern.
Mr Watson’s profile is set out below.
Peter Watson (63)
Independent
Non-executive Director
since May 2019
Mr Watson has extensive experience in the construction and
engineering sectors in senior executive and governance roles,
including in the industrial, transport, defence, health, justice
and utilities sectors. He was Chief Executive Officer and
Managing Director of Transfield Services Limited, now known
as Broadspectrum for ten years. During this period, he led the
business through a successful transition, cultivating a sustainable
and successful public company. He also has considerable
experience in various Non-executive Director roles.
Mr Watson is currently a Consultant of Stephenson Mansell Group
where he provides coaching and mentoring to senior executives.
Mr Watson is a former Chairman of LogiCamms Limited, Watpac
Limited, Regional Rail Link Authority in Victoria and AssetCo
Management which managed PPP assets, a former Director of
the Major Transport Infrastructure Board in Victoria, Yarra Trams
and Save the Children Australia and was a Board member of
Infrastructure Australia.
A Fellow of the Australian Academy of Technological Sciences
and Engineering and Member of the Institute of Engineers
Australia and Australian Institute of Company Directors, Mr Watson
holds a Diploma of Civil Engineering from the Caulfield Institute
of Technology and is a Graduate of the Wharton Advanced
Management Program of the University of Pennsylvania.
Mr Watson lives in Melbourne.
NOTICE OF ANNUAL GENERAL MEETING 2019 5
NOTICE OF ANNUAL GENERAL MEETING 2019

ITEM 2(B) RE-ELECTION OF MS T G HANDICOTT
Teresa Handicott is a Non-executive Director who is retiring by
rotation in accordance with Downer’s Constitution. She is eligible to
be re-elected as a Director of Downer and intends to offer herself
for re-election with the unanimous support of the other Directors.
Board recommendation
The Directors, in the absence of Ms Handicott, unanimously
recommend that shareholders vote in favour of this resolution,
as Ms Handicott's skills and experience (as set out below) are
valuable to the Board's existing skills and experience.
Ms Handicott also adds considerable strength and leadership
to the Committees on which she serves, including as Chair
of the Remuneration and Disclosure Committees and as a member
of the Audit and Risk and Nomination and Corporate Governance
Committees. The Chairman of the meeting intends to vote
undirected proxies in favour of this resolution.
Ms Handicott’s profile is set out below.
Teresa Handicott (56)
Independent
Non-executive Director
since November 2011
Ms Handicott is a former corporate lawyer with over 30 years’
experience in mergers and acquisitions, capital markets and
corporate governance. She was a partner of national law firm
Corrs Chambers Westgarth for 22 years, serving as a member of
its National Board for seven years including four years as National
Chairman. She also has extensive experience in governance of local
and State government organisations.
Ms Handicott is currently the Chairman of listed company PWR
Holdings Limited and of Peak Services Holdings Pty Ltd, which is
the subsidiary of the Local Government Association of Queensland
that is responsible for its commercial operations. Ms Handicott is
also a Director of Bangarra Dance Theatre Limited and a Divisional
Councillor of the Queensland Division of the Australian Institute of
Company Directors.
Ms Handicott is a former Director of CS Energy Limited, a former
member of the Queensland University of Technology (QUT)
Council, the Takeovers Panel and Corporations and Markets
Advisory Committee and a former Associate Member of the
Australian Competition and Consumer Commission.
A Senior Fellow of Finsia, Fellow of the Australian Institute of
Company Directors and Member of Chief Executive Women,
Ms Handicott holds a Bachelor of Laws (Hons) degree from the
Queensland University of Technology.
Ms Handicott lives in Brisbane.
ITEM 2(C) RE-ELECTION OF DR C G THORNE
Grant Thorne is a 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 Dr Thorne, unanimously
recommend that shareholders vote in favour of this resolution, as
Dr Thorne's skills and experience (as set out below) are valuable
to the Board's existing skills and experience. Dr Thorne also adds
considerable strength and leadership to the Committees on
which he serves, including as Chair of the Zero Harm and Tender
Risk Evaluation Committees and as a member of the Audit and
Risk Committee. The Chairman of the meeting intends to vote
undirected proxies in favour of this resolution.
Dr Thorne’s profile is set out below.
Grant Thorne (69)
Independent
Non-executive Director
since July 2010
Dr Thorne has over 36 years’ experience in the mining and
extraction industry, specifically in senior operational and executive
roles with Rio Tinto. His experience spanned a range of product
groups and functional activities in Australia and overseas. After
serving in London as Group Mining Executive from 1996 to 1998,
Dr Thorne moved to Indonesia as President Director of Kaltim
Prima Coal and then returned to Australia to manage Rio Tinto’s
Australian coal business as Managing Director of Rio Tinto Coal
Australia and the publicly listed Coal and Allied Industries. He was
President of the Queensland Resources Council in 2001-2003.
In 2006, Dr Thorne was appointed global head of Rio Tinto’s
technology, innovation and project engineering functions, reporting
to the Chief Executive. He was a member of Rio Tinto’s Executive
Committee and Investment Committee. He retired from Rio Tinto
in 2011.
Dr Thorne is a Director of Spotless Group Holdings Limited and
a former Director of Wesley Research Institute, JK Tech and
Queensland Energy Resources Limited. He is a Fellow of the
Australasian Institute of Mining and Metallurgy.
Dr Thorne also holds directorships with a number of
private companies.
He holds Bachelor and Doctoral degrees in Metallurgy from the
University of Queensland and is a Graduate of the Australian
Institute of Company Directors.
Dr Thorne lives on the Sunshine Coast.
6 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2019

ITEM 3
ADOPTION OF REMUNERATION REPORT
The Remuneration Report is contained in the Directors’ Report in
the 2019 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 2019.
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 2018 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 2020 long-term incentive
plan (2020 LTIP) on the terms set out below (2020 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.
PROPOSED LONG-TERM INCENTIVE FOR THE MANAGING
DIRECTOR FOR 2020
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 2020 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.
NOTICE OF ANNUAL GENERAL MEETING 2019 7
NOTICE OF ANNUAL GENERAL MEETING 2019

ENTITLEMENT UNDER THE 2020 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 312,193.
This quantity was calculated as his annual fixed remuneration of
$2,000,000 divided by $6.4063 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 2019, 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 2020
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 2020 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 2020 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 2022. 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 2019.
Earnings per Share (EPS) growth is measured over the three-year
performance period to 30 June 2022. 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.
The performance of each component will be measured over the
three-year period to 30 June 2022.
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.
8 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2019

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 2020 Grant will be the three years
from 1 July 2019 to 30 June 2022 and the service period will end on
30 June 2023.
CHANGE OF CONTROL
Under the 2020 LTIP, if there is a change in control of Downer
during the performance period, provided at least 12 months of
the 2020 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;
–In accordance with the approval of shareholders at the 2018
Annual General Meeting, for Mr Fenn’s 2019 LTIP, Mr Fenn
was granted 301,791 performance rights. This quantity was
calculated as 100% of 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. These rights were issued for nil consideration; and
–If these rights are issued under Listing Rule 10.14 approval
is not required under Listing Rule 7.1.
Board recommendation
In the view of the Non-executive Directors, it is in the best interests
of shareholders to approve the performance right-based 2020
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 2020 Grant and the Managing Director’s participation in the
2020 LTIP.
Voting exclusions
The Company will disregard a vote cast in favour on Item 4 by
or on behalf of:
–Mr Fenn; or
–associates of Mr Fenn.
However the Company need not disregard a vote on 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).
NOTICE OF ANNUAL GENERAL MEETING 2019 9
NOTICE OF ANNUAL GENERAL MEETING 2019

ITEM 5
RE-INSERTION OF PROPORTIONAL TAKEOVER APPROVAL
CONDITIONS
Under the Corporations Act, a company may include provisions in
its constitution to enable it to refuse to register shares acquired
under a proportional takeover bid unless a resolution approving the
bid is passed by the shareholders.
Proportional takeover approval provisions are contained in rule 37
of the Company’s existing Constitution which was approved by
shareholders at the Annual General Meeting on 3 November 2010.
However, rule 37 will be automatically omitted from the Company's
Constitution on 3 November 2019, the third anniversary of
that provision's most recent approval by the shareholders on
3 November 2016.
Rule 37 of the existing Constitution includes provisions requiring
shareholder approval of a proportional takeover bid. If the
re-insertion of the proportional takeover approval provisions is
approved, these provisions will have effect for a further 3 years.
The Board considers it in the interests of shareholders to re-insert
these provisions into the Constitution.
Where the approval of shareholders is sought to insert or renew
proportional takeover provisions in a constitution, the Corporations
Act requires certain information to be included in the notice of
meeting. That information is set out below.
PROPORTIONAL TAKEOVER BID
A proportional takeover bid is a takeover bid where the offer made to
each shareholder is only for a proportion of that shareholder’s shares.
EFFECT OF THE PROVISIONS PROPOSED TO BE
RE-INSERTED
If a proportional takeover bid is made, the Directors must ensure
that a resolution of shareholders to approve the takeover bid is
voted on, in general, more than 14 days before the last day of the
bid period. The vote is decided on a simple majority and each
person (other than the bidder and their associates) who, as at the
end of the day on which the first offer under the bid was made,
held bid class securities, is entitled to vote. If the resolution is
not passed, transfers giving effect to takeover contracts for the
bid will not be registered and the offer will be taken to have been
withdrawn. If the resolution is not voted on, the bid will be taken to
have been approved.
If the bid is approved (or taken to have been approved), the
transfers must be registered (provided they comply with other
provisions of the Corporations Act and the Constitution).
The proportional takeover approval provisions do not apply to
full takeover bids and will only apply until 3 years after the date of
re-adoption. The provisions may be renewed for a further term, but
only by a special resolution of shareholders.
REASONS FOR THE PROPOSAL?
The Board considers that shareholders should have the
opportunity to re-adopt the proportional takeover approval
provisions. Without these provisions, a bidder might be able to
obtain control of the Company using a proportional takeover bid
without shareholders having the opportunity to sell all their shares,
potentially leaving existing shareholders locked into a minority
position in the Company.
The proportional takeover approval provisions give shareholders
the opportunity to decide whether a proportional takeover bid
should proceed. If it does proceed, individual shareholders can
make a separate decision as to whether they wish to accept the
proportional offer for their shares.
KNOWLEDGE OF ANY ACQUISITION PROPOSALS
As at the date of this notice of meeting, none of the directors is
aware of any proposal by a person to acquire, or to increase the
extent of, a substantial interest in the Company.
POTENTIAL ADVANTAGES AND DISADVANTAGES
Potential advantages
The potential advantages for shareholders of the proportional
takeover provisions include:
a) shareholders have the right to decide by majority vote whether
an offer under a proportional takeover bid should proceed;
b) they may help shareholders to avoid being locked in as
a minority;
c) they increase shareholders’ bargaining power and may assist in
ensuring that any proportional takeover bid is adequately priced;
and
d) knowing the view of the majority of shareholders may help
each individual shareholder assess the likely outcome of the
proportional takeover bid and decide whether to accept or
reject an offer under the bid.
Potential disadvantages
It may be argued that the proportional takeover approval provisions
make a proportional takeover bid more difficult to achieve which
may have the effect of discouraging proportional takeover bids.
This in turn may possibly reduce opportunities for shareholders to
sell some of their shares at an attractive price to persons seeking
to secure control of the Company and may reduce an element of
takeover speculation from the Company's share price, although
this effect may be negligible as proportional takeover bids are less
common today than they have been in the past. It may also be
argued that the provisions constitute a potential restriction on the
ability of shareholders to deal freely with their shares.
Since the existing Constitution was adopted, there have been no
full or proportional takeover bids for the Company. Therefore there
has been no example against which to review the advantages or
disadvantages of the provisions for the Board and shareholders
respectively, however, the Board is not aware of any potential
takeover bid that was discouraged by these provisions.
The Board does not believe the potential disadvantages outweigh
the potential advantages of re-adopting the proportional takeover
approval provisions in the Constitution.
Re-adopting the proportional takeover approval provisions in
the Constitution will not confer any particular advantages or
disadvantages on the Directors in their capacity as Directors of the
Company. The Directors therefore consider that they remain free to
make a recommendation on whether an offer under a proportional
takeover bid should be accepted.
Board recommendation
The Directors unanimously recommend that shareholders vote
in favour of this resolution. The Chairman intends to vote any
undirected proxies held by him in favour of Item 5 (Re-insertion of
Proportional Takeover Approval Provisions).
By order of the Board
Robert Regan, Company Secretary
Sydney, 1 October 2019

10 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2019

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 FY19 performance can be read
in the Annual Report and Sustainability Report available at
www.downergroup.com.
NOTICE OF ANNUAL GENERAL MEETING 2019 11
NOTICE OF ANNUAL GENERAL MEETING 2019

www.downergroup.com

SRN/HIN: I9999999999
XX
For your proxy appointment to be effective it
must be received by 11:00am (AEDT)
Tuesday 5 November 2019.
All your securities will be voted in accordance with your directions.
YOUR VOTE IS IMPORTANT
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Proxy Form
Lodge your Proxy Form:How to Vote on Items of Business
Online:
Use your computer or smartphone to
appoint your proxy and vote at
www.investorvote.com.au or scan your
personalised QR code below using your
smartphone.
Corporate Representative
If a representative of a corporate securityholder or proxy is to attend the meeting you
will need to provide the appropriate “Appointment of Corporate Representative” prior
to admission. A form may be obtained from Computershare or online at
www.investorcentre.com under the help tab, "Printable Forms".
ATTENDING THE MEETING
SIGNING INSTRUCTIONS FOR POSTAL FORMS
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
By Fax:
Your secure access information is
APPOINTMENT OF PROXY
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
Control Number: 999999
PIN: 99999
If you are attending in person, please bring this form with you to assist registration.
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. Delete titles as applicable.
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.
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.
A proxy need not be a securityholder of the Company.
DOWNER EDI LIMITED
ABN 97 003 872 848
DOW
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000001/i12
*S00000112Q01*


I 9999999999
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 Limited to be held at The Auditorium, Northside
Conference Centre, Oxley Street (Cnr Oxley Street & Pole Lane) Crows Nest NSW 2065 on Thursday 7 November at 11:00am and at any
adjournment or postponement of that 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 and 4 (except where I/we have indicated a different voting intention in step 2) even though Items 3 and 4 are connected directly or
indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from
voting on Items 3 and 4 by marking the appropriate box in step 2.
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 an ASX announcement will be made.
IND
DOW999999A
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
XX
Appoint a Proxy to Vote on Your Behalf
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
I/We being a member/s of Downer EDI Limited hereby appoint
the Chairman
of the Meeting
OR
PLEASE NOTE: Leave this box blank if
you have selected the Chairman of the
Meeting. Do not insert your own name(s).
Step 1
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.
This section must be completed.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
Update your communication details
By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile NumberEmail Address
(Optional)
Signature of Securityholder(s)
Step 3
ForAgainstAbstain
2aElection of Non-executive Director - Mr Peter Watson
2bRe-election of Non-executive Director - Ms Teresa Handicott
2cRe-election of Non-executive Director - Dr Charles Grant Thorne
3Adoption of the Remuneration Report
4Approval of Managing Director's Long Term Incentive ('LTI')
5Re-Insertion of Proportional Takeover Approval Provisions
Date
/ /