Annual Report to Shareholders

Page 1 of 1

12 August 2020


Company Announcements Office
ASX Limited
Exchange Centre
Level 4, 20 Bridge Street
SYDNEY NSW 2000



Dear Sir/Madam

Please find attached the following documents:
1. Appendix 4E – results for announcement to the market for the year ended 30 June 2020;
2. 2020 Annual Report;
3. Market release dated 12 August 2020;
4. Investor Presentation; and
5. Appendix 4G – Key to Disclosures Corporate Governance Principles and
Recommendations.

Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary

Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOW NER
www.downergroup.com

Results for announcement to the market
for the year ended 30 June 2020
Appendix 4E
2020
2019
%
$'m
$'m
change
Revenue from ordinary activities12,669.4 12,789.4
Other income73.3 23.3
Total revenue and other income from ordinary activities12,742.7 12,812.7 (0.5%)
Total revenue including joint ventures and other income 13,417.9 13,448.3 (0.2%)
(41.3)462.2 >(100.0%)
30.0 532.6 (94.4%)
(150.3)261.8 >(100.0%)
(105.8)325.6 >(100.0%)
2020
2019
%
cents
cents
change
Basic earnings per share(26.6)42.9 >(100.0%)
Diluted earnings per share
(i)
(26.6)42.3 >(100.0%)
Net tangible asset backing per ordinary share
(ii)
(26.3)9.4 >(100.0%)
(i)
(ii)
Dividend20202019
Final
(iii)
Final
Dividend per share (cents)- 14.0
Franked amount per share (cents)- 7.0
Conduit foreign income (CFI)- 50%
Dividend record date- 4/09/2019
Dividend payable date- 2/10/2019
Redeemable Optionally Adjustable Distributing Securities (ROADS)
Dividend per ROADS (in Australian cents)3.75 4.18
New Zealand imputation credit percentage per ROADS 100%100%
ROADS payment dateQuarter 1Quarter 2Quarter 3Quarter 4
Instalment date FY202016/09/201916/12/201916/03/202015/06/2020
Instalment date FY201917/09/201817/12/201815/03/201917/06/2019
For commentary on the results for the year and review of operations, please refer to the Directors' Report and separate
media release attached.
Earnings before interest and tax
(Loss) / profit from ordinary activities after tax before amortisation of
acquired intangible assets (NPATA)
Downer EDI's Dividend Reinvestment Plan (DRP) has been suspended.
Earnings before interest and tax and amortisation of acquired intangible
assets (EBITA)
(Loss) / profit from ordinary activities after tax attributable to members
of the parent entity
At 30 June 2020, the ROADS are anti-dilutive and consequently, diluted EPS remained at a loss of 26.6 cents per share.
The Net tangible asset backing per ordinary share as at 30 June 2019 has been restated to reflect the correction of payroll benefit
provisions as at 1 July 2018 (Refer Note D1). In addition, the intangibles that are added back have been tax effected.
(iii)
There will be no final dividend declared / paid for the year ended 30 June 2020. Downer deferred the unfranked interim
dividend and will be paid on 25 September 2020.
1

Downer Annual Report 2020
Annual
Report

This Annual Report includes
the Downer EDI Limited
Directors’ Report, the
Annual Financial Report
and the Independent
Audit Report for the
financial year ended
30 June 2020. The Annual
Report is available on
the Downer website
www.downergroup.com.

Annual Report 2020 1
Contents
Directors’ Report
Page 4
Auditor’s signed reports
Page 51 Auditor’s Independence Declaration
Page 52 Independent Auditor’s Report
Financial Statements
Page 60 Consolidated Statement of Profit or Loss and Other Comprehensive Income
Page 61 Consolidated Statement of Financial Position
Page 62 Consolidated Statement of Changes in Equity
Page 63 Consolidated Statement of Cash Flows
Notes to the consolidated financial statements
A
About this
report
Page 64-65
B
Business
performance
Page 66 -78
C
Operating assets
and liabilities
Page 79-91
D
Employee
benefits
Page 92-94
E
Capital structure
and financing
Page 95-102
F
Group
structure
Page 103-111
G
Other
Page 112-124
B1
Segment
information
C1
Reconciliation
of cash and
cash equivalents
D1
Employee benefits
E1
Borrowings
F1
Joint arrangements
and associate
entities
G1
New accounting
standards
B2
Revenue
C2
Trade receivables
and contract assets
D2
Defined benefit
plan
E2
Financing facilities
F2
Acquisition of
businesses
G2
Capital and financial
risk management
B3
Individually
significant items
C3
Inventories
D3
Key management
personnel
compensation
E3
Lease liabilities
F3
Controlled entities
G3
Other financial
assets and liabilities
B4
Earnings per share
C4
Trade payables and
contract liabilities
D4
Employee discount
share plan
E4
Commitments
F4
Related party
information
B5
Taxation
C5
Property, plant and
equipment
E5
Issued capital
F5
Parent entity
disclosures
B6
Remuneration of
auditor
C6
Right-of-use assets
E6
Non-controlling
interest (NCI)
B7
Subsequent events
C7
Intangible assets
E7
Reserves
C8
Lease receivables
E8
Dividends
C9
Other provisions
C10
Contingent
liabilities
Page 125 Directors’ Declaration
Other information
Page 126 Sustainability Performance Summary 2020
Page 130 Corporate Governance
Page 140 Information for Investors

2 Downer EDI Limited
Highlights
Total Revenue
2
$13,417.9m
Underlying
1
EBITA
$416.0m
Underlying
1
N PATA
$215.1m
Operating Cash Flow
$178.8m
Downer’s Urban Services businesses performed well during the
2020 financial year with strong demand for the Group’s road, rail,
power, gas, water, health, education, defence and government
services. Total revenue of $13.4 billion was in line with the prior year.
Downer reported a statutory net loss after tax of $155.7 million
while underlying NPATA was $215.1 million, with $386.0 million
($320.9 million after tax) of items outside the underlying result.
1 Underlying EBITA and NPATA are non-IFRS measures that are used by Management to assess the performance of the business. They have been calculated from the statutory
measures and underlying EBITA is reconciled to statutory NPAT in the Directors’ Report Group Financial Performance section on page 11.
2 Total revenue is a non-statutory disclosure and includes revenue from joint ventures, other alliances and other income.

Annual Report 2020 3
Downer’s strategy is to focus on its core Urban Services businesses.
These businesses have:
– demonstrated strength and resilience
– leading market positions and attractive
medium and long-term growth opportunities
– a high proportion of government and government-related contracts
– a capital light, services-based business model generating
lower risk, more predictable revenues and cash flows.
The Downer Portfolio
Downer Group
Core
Transport
Road Services
Rollingstock
Services
Transport Projects
Utilities
Telecommunications
Water
Power & Gas
Facilities
Government
Health & Education
Defence
Asset ServicesWind down & re-scope
Under review / to be sold
Oil & Gas
Infrastructure & Construction
(Facilities)
Engineering & Construction
(EC&M)
Mining
Laundries (Facilities)
Hospitality (Facilities)
Power Generation
Industrial
Non-core
Building

4 Downer EDI Limited
Directors’ Report
for the year ended 30 June 2020
The Directors of Downer EDI Limited submit the Annual Financial
Report of the Company for the financial year ended 30 June
2020. In compliance with the provisions of the Corporations Act
2001 (Cth), the Directors’ Report is set out below.
Board of Directors
R M HARDING (71)
Chairman since November 2010,
Independent Non-executive Director since July 2008
Mr Harding has held management positions around the world
with British Petroleum (BP), including President and General
Manager of BP Exploration Australia.
Mr Harding is currently the Chairman of Lynas Limited and
Horizon Oil Limited and a Director of Cleanaway Waste
Management Limited. He is a former Chairman of Roc Oil
Company Limited, Clough Limited and ARC Energy Limited and
a former Director of Santos Limited. Mr Harding will retire from
the Board of Lynas Limited on 30 September 2020.
Mr Harding holds a Masters in Science, majoring in
Mechanical Engineering.
Mr Harding lives in Sydney.
G A FENN (55)
Managing Director and Chief Executive Officer
since July 2010
Mr Fenn has over 30 years’ experience in operational
management, strategic development and financial management.
He joined Downer in October 2009 as Chief Financial Officer and
was appointed Chief Executive Officer in July 2010.
He was previously a member of the Qantas Executive
Committee, holding a number of senior roles over 14 years,
as well as Chairman of Star Track Express and a Director of
Australian Air Express. He worked at KPMG for eight years
before he joined Qantas.
Mr Fenn is currently a Director of Sydney Airport Limited and
Spotless Group Holdings Limited and a Member of the UTS
Engineering and IT Industry Advisory Board.
Mr Fenn holds a Bachelor of Economics from Macquarie
University and is a member of the Australian Institute of
Chartered Accountants.
Mr Fenn lives in Sydney.
P S GARLING (66)
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. 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 lives in Sydney.
T G HANDICOTT (57)
Independent Non-executive Director since September 2016
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 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.

Annual Report 2020 5
N M HOLLOWS (49)
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 the Non-executive Chair of Jameson Resources
Limited, Chair of The Salvation Army Brisbane Red Shield
and Fundraising Committee, a member of the Salvation Army
Queensland Advisory Council and a member of the CEO
Advisory Committee for Dean of Queensland University of
Technology (QUT) Business School.
She was formerly the Chief Executive Officer of SunWater
Limited, a Queensland Government owned corporation; 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.
P L 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 10 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.

6 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Directors’ Shareholdings
The following table sets out each Director’s relevant interest (direct and indirect) in shares, debentures, and rights or options in shares
or debentures (if any) of the Company at the date of this report. No Director has any relevant interest in shares, debentures and rights
or options in shares or debentures, of a related body corporate, as at the date of this report.
Director
Number of Fully Paid
Ordinary Shares
Number of Fully Paid
Performance Rights
Number of Fully Paid
Performance Options
R M Harding28,856––
G A Fenn
1
1,877,464646,097–
P S Garling19,962––
T G Handicott17,000––
N M Hollows13,000––
P L Watson16,799––
1 Performance rights granted to Mr Fenn are subject to performance and/or service period conditions over the period 2017 to 2022. Further details regarding the conditions
relating to these restricted shares and performance rights are outlined in sections 6.4 and 9.2 of the Remuneration Report.
Company Secretary
The Company Secretarial function is responsible for ensuring
that the Company complies with its statutory duties and
maintains proper documentation, registers and records. It
also provides advice to Directors and officers about corporate
governance and gives practical effect to any decisions
made by the Board.
Mr Robert Regan was appointed Group General Counsel and
Company Secretary in January 2019. He has qualifications in
law from the University of Sydney and is an admitted solicitor
in New South Wales. Mr Regan was formerly a partner of Corrs
Chambers Westgarth and has over 30 years of experience in
legal practice.
Mr Peter Lyons was appointed joint Company Secretary in
July 2011. A member of CPA Australia and the Governance
Institute of Australia, he has qualifications in commerce from the
University of Western Sydney and corporate governance from
the Governance Institute of Australia. Mr Lyons was previously
Deputy Company Secretary and has been in financial and
secretarial roles at Downer for over 15 years.
Review of Operations
COVID-19
Downer has complied with all Government regulations and advice
in relation to the COVID-19 pandemic and has robust Business
Continuity Plans in place. Senior managers communicate regularly
with their teams to ensure they are fully informed about the
evolving situation and putting in place appropriate strategies.
Downer has implemented a range of control measures
across its offices and sites to minimise the risks of COVID-19
transmission. This includes:
–Increased cleaning of site amenities and facilities, including
availability of hand sanitiser on all sites
–Ensuring face-to-face meetings involve as few employees
as possible and practising appropriate social distancing
measures when these do take place
–Implementing plans for office staff to work remotely
where possible and increasing social distancing
measures in all offices
–Restricting visitors to customer sites and locations to only
essential employees and contractors
–Implementing temperature testing procedures at sites
–Banning all non-essential business travel
–Applying all current Government mandated guidelines
relating to travel and self-isolation
–Regular communication with employees reinforcing correct
hygiene, self-isolation and social distancing practices.
Downer has also put in place strategies to minimise the impact
of COVID-19 on its employees and the communities in which it
operates, including:
–Increasing the focus on mental health support and
activities for employees
–Establishing a hardship program for affected workers
–Establishing a redeployment and retraining program for
displaced workers
–Providing support for vulnerable community initiatives.
Under the New Zealand Government’s Level 4 restrictions,
Downer was only able to perform about 30% of its usual services.
These restrictions were eased from late April 2020 and service
levels then began gradually returning to normal.
In Australia, Spotless’ Hospitality business has been generating
virtually no revenue since COVID-19 regulations were introduced
in March 2020. As a result, Downer reduced the size of this
business in June to reflect the smaller scale of operations.

Annual Report 2020 7
Several other Downer businesses have also experienced a
reduction in revenue, however there has been no material impact
on demand for the majority of Downer’s Australian businesses,
including: Road Services; Rollingstock Services; Transport
Projects; Utilities; Defence consulting; Defence base and estate
management; Health and Education; and Government services.
Downer is committed to working closely with its customers and
partners to minimise the impact on operations while keeping its
employees and communities safe.
Principal Activities
Downer EDI Limited (Downer) is a leading provider of integrated
services in Australia and New Zealand. Downer employs
approximately 52,000 people, mostly in Australia and New
Zealand but also in the Asia-Pacific region, South America and
Southern Africa.
Downer reports its results under five service lines: Transport;
Utilities; Facilities; Engineering, Construction and Maintenance
(EC&M); and Mining.
Downer’s strategy is to focus on the core Urban Services
businesses within the Transport, Utilities and Facilities service
lines because they have:
–Demonstrated strength and resilience
–Leading market positions and attractive medium and long-
term growth opportunities
–A high proportion of government and government-
related contracts
–A capital light, services-based business model generating
lower risk, more predictable revenues and cash flows.
On 21 July 2020, Downer announced a package of initiatives to
reshape the Group in line with its Urban Services strategy and
create a stronger platform for long-term, sustainable growth.
These initiatives are:
–Achieving 100% ownership of Spotless (at the date of this
Annual report, Downer owned 88% of Spotless)
–Exiting non-core businesses
–Right-sizing the cost base and operating model to align with
the Urban Services strategy
–A non-cash impairment of $165.0 million relating to the
Spotless cash generating units.
Downer has made an unconditional offer to acquire all of the
issued share capital of Spotless not already owned by Downer.
It is expected that the outcome of this offer will be known by the
end of the 2020 calendar year.
In relation to exiting non-core businesses, Downer is exploring
the potential sale of its Mining portfolio (in parts or as a whole)
and reviewing the prospects of its Hospitality business (within
the Facilities service line) to determine which parts will continue
and which will be exited or sold. Downer is also considering the
sale of its Laundries business (within Facilities).
In addition, Downer announced during the year that it would
focus its construction efforts on areas where it has a competitive
differentiation. As a result, Downer will no longer tender for
“hard dollar” construction contracts in the solar, coal, iron ore
and industrial E&I (electrical and instrumentation) and SMP
(structural, mechanical and piping) sectors.
For the 2020 financial year, an outline of each of the five services
lines is set out below.
Transport
Transport comprises Downer’s Road Services, Transport
Projects, and Rollingstock Services businesses.
Total revenue
1
(FY20)
Transport
EBITA
2
(FY20)
35.0%48.8%
1 Total revenue is a non-statutory disclosure and includes revenue, other income
and notional revenue from joint ventures and other alliances not proportionately
consolidated.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Road Services
Downer manages and maintains road networks across Australia
and New Zealand and manufactures and supplies products
and services to create safe, efficient and reliable journeys.
Downer offers one of the largest non-government owned road
infrastructure services businesses in Australia and New Zealand,
maintaining more than 33,000 kilometres of road in Australia and
more than 25,000 kilometres in New Zealand.
Downer creates and delivers solutions to our customers’
challenges through strategic asset management and a
leading portfolio of products and services. Downer is a leading
manufacturer and supplier of bitumen-based products and
an innovator in the sustainable asphalt industry and circular
economy, using recycled products and environmentally
sustainable methods to produce asphalt.
Downer’s road network solutions are underpinned by industry-
leading research, development and innovation, unique asset
management tools and a commitment to safety, environment and
sustainability through industry awarded Zero Harm programs.
Downer has formed a number of strategic partnerships to meet
the changing needs of our customers and markets. Downer has
long-term asset stewardship and road management contracts
through DM Roads in Australia, and a number of alliances in
New Zealand such as the Infrastructure Alliance in Hamilton,
Whanganui Alliance, Tararua Alliance, Waikato District Alliance
and the Milford Road Alliance.

8 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Downer works for all of Australia’s State road authorities,
the New Zealand Transport Agency and a large number of
local government councils and authorities in both countries.
Customers also include road owners and businesses operating in
industries including waste collection and management, mining,
construction, airports and motor racing tracks.
Transport Projects
Downer delivers multi-disciplined infrastructure solutions to
customers within the transport sector. The services provided by
Downer include the design and construction of light rail, heavy
rail, signalling, track and station works, rail safety technology,
bridges and roads.
Downer has a long history of delivering transport infrastructure
projects under a variety of contracting models. Downer’s
integrated capabilities enable intelligent transport solutions, road
network management and maintenance, facility maintenance,
utilities services and renewable energy technologies.
Rollingstock Services
Downer has over 100 years’ rail experience providing end-to-end,
innovative transport solutions.
Downer is a leading provider of rollingstock asset management
services in Australia, with expertise in delivering whole-of-
life asset management support to our customers. Downer’s
capability spans all sectors, from rollingstock to infrastructure,
and every project phase, from design and manufacture to
through-life-support, fleet maintenance, operations and
comprehensive overhaul of assets.
Downer sets industry best practice with forward-looking
technology solutions to deliver safe, efficient and reliable
services for the public transport sector.
Downer has formed strategic joint ventures and relationships
with leading technology and knowledge providers including
Keolis, CRRC, Hitachi and Bombardier.
The Keolis Downer joint venture is Australia’s largest private
provider of multi-modal public transport solutions, with contracts
to operate and maintain Yarra Trams in Melbourne, the Gold
Coast light rail system in Queensland, and an integrated public
transport system for the city of Newcastle in New South
Wales. Keolis Downer is also one of Australia’s most significant
bus operators.
Downer’s rollingstock customers include Sydney Trains,
Transport for NSW, Public Transport Authority (WA),
Metro Trains Melbourne, Public Transport Victoria, and
Queensland Rail.
Utilities
Downer offers a range of services to customers across the power
and gas, water, communications and renewables sectors.
Total revenue
1
(FY20)
Utilities
EBITA
2
(FY20)
20.0%23.7%
1 Total revenue is a non-statutory disclosure and includes revenue, other income
and notional revenue from joint ventures and other alliances not proportionately
consolidated.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Power and Gas
Downer’s services include planning, designing, constructing,
operating, maintaining, managing and decommissioning power
and gas network assets. A collaborative approach has made
Downer a benchmark end-to-end service provider to owners of
utility assets.
Downer designs and constructs steel lattice transmission
towers, designs and builds substations, constructs and maintains
electricity and gas networks, provides asset inspection and
monitoring services, connects tens of thousands of new
power and gas customers each year and provides meter,
energy and water efficiency services for governments, utilities
and corporations.
Our performance on the network is benchmarked at activity unit
level, repeatedly demonstrable and assessed against continually
improving key performance indicators.
Water
Downer delivers complete water lifecycle solutions for municipal
and industrial water users.
Downer’s expertise includes water treatment, wastewater
treatment, water and wastewater network construction and
rehabilitation, desalination and biosolids treatment.
As a leading provider of asset management services, Downer
supports its customers across the full asset lifecycle from
conceptual development through to design, construction,
commissioning and into operations and maintenance.
Downer collaborates with customers to manage their assets, so
they create community benefits that are sustainable, innovative,
cost-effective and provide value to all stakeholders.

Annual Report 2020 9
Communications
Downer is a leading provider of end-to-end technology and
communications service solutions, offering integrated civil
construction, electrical, fibre, copper and radio network
deployment capability throughout Australia and New Zealand.
Key capabilities include:
–Design, engineering and network construction of fixed and
wireless networks
–Mobile deployment: site acquisition, environmental and
design services
–Network operations and help desk outsourcing
–Network maintenance
–Warehousing and logistics
–Smart metering
–Smart home power and technology solutions
–Fleet management
–Network security
–Remedial works and proactive maintenance
–Customer connections, in-premise installations and
service activations.
Renewables
Downer is one of Australia’s most experienced providers in the
renewable energy market, delivering services to customers
requiring both utility and commercial scale sustainable
energy solutions.
Downer offers trusted services and integrated solutions required
for the entire asset lifecycle including procurement, assembly,
design, construction, commissioning and maintenance for
a range of renewable assets specifically in the wind, solar
and power systems storage sectors including transmission
and substations.
Facilities
The Facilities service line operates in Australia and New
Zealand delivering facilities services to customers across a
range of industry sectors including: defence; education; health;
government; and hospitality.
Total revenue
1
(FY20)
Facilities
EBITA
2
(FY20)
24.7%21.6%

1 Total revenue is a non-statutory disclosure and includes revenue, other income
and notional revenue from joint ventures and other alliances not proportionately
consolidated.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Facilities businesses include Spotless, AE Smith, Alliance, Ensign,
EPICURE, Mustard, Nuvo, Taylors and Envar.
Spotless is the largest integrated facilities management
services provider in Australia and New Zealand and its key
capabilities include:
–Air-conditioning, mechanical and electrical
–Asset maintenance and management
–Catering and hospitality
–Cleaning
–Facilities management
–Laundry management
–Security and electronic solutions
–Utility support.
The Facilities services line also includes Hawkins, New
Zealand’s leading construction business. Hawkins delivers
unique transformational projects across a variety of sectors
including education, health, airports, commercial office
buildings and heritage restorations. It leads the industry in civic
projects including art galleries, event centres, stadiums and
community facilities.
Engineering, Construction and Maintenance (EC&M)
Downer’s EC&M service line includes its Engineering &
Construction and Asset Services businesses and works with
customers in the public and private sectors delivering services
including design, engineering, construction and maintenance of
critical assets.
Total revenue
1
(FY20)
EC&M
EBITA
2
(FY20)
8.7%(10.6)%
1 Total revenue is a non-statutory disclosure and includes revenue, other income
and notional revenue from joint ventures and other alliances not proportionately
consolidated.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Downer announced at its 2020 half-year results that it will focus
its construction efforts on areas where it has a competitive
differentiation. As a result, Downer will no longer tender for “hard
dollar” construction contracts in the coal, iron ore and industrial
E&I (Electrical and Instrumentation) and SMP (Structural,
Mechanical and Piping) sectors.
In the oil and gas sector, Downer’s capabilities cover the full
range of services including maintenance, shutdown, turnaround
and outage delivery, sustaining capital program delivery, project
and commissioning services.

10 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Downer is also the leading provider of original equipment
manufacturer (OEM) maintenance and shutdown services
essential in running Australia’s power stations, servicing
customers that supply 80% of the National Electricity Market.
Downer is an OEM specialist in the design, supply, construction,
maintenance and overhaul of boilers, turbines and
generating plants.
Downer’s Mineral Technologies business is the world leader in
fine physical mineral separation solutions, including spiral gravity
concentrators, magnetic and electrostatic separation technology.
Mineral Technologies delivers innovative, process solutions for
iron ore beneficiation, mineral sands, silica sands, coal, chromite,
gold, tin, tungsten, tantalum and several other fine materials.
Mining
Downer is one of Australia’s leading diversified mining
contractors serving its customers across more than 60
sites in Australia, Papua New Guinea, South America and
Southern Africa.
Total revenue
1
(FY20)
Mining
EBITA
2
(FY20)
11.6%16.4%
1 Total revenue is a non-statutory disclosure and includes revenue, other income
and notional revenue from joint ventures and other alliances not proportionately
consolidated.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Downer provides services at all stages of the mining
lifecycle, including:
–Exploration drilling
–Open cut mining services in Australia
–Underground mining services in Australia and
Papua New Guinea
–Drilling, explosives manufacture and supply,
blasting and crushing
–Tyre management (through the subsidiary
Otraco International)
–Mine closure and rehabilitation.
Downer’s mining services customers include BHP Mitsubishi
Alliance, Fortescue Metals Group, the Gold Fields-Gold Roads
Resources joint venture, Karara Mining Ltd, Millmerran Power
Partners, OZ Minerals and Stanwell Corporation Ltd.
Group Financial Performance
For the 12 months ended 30 June 2020, Downer reported total
revenue in line with the prior year while earnings before interest,
tax and amortisation of acquired intangible assets (EBITA) and
statutory net profit after tax (NPAT) were both lower.
The table below provides a comparison of the underlying
earnings for FY20 versus underlying results for FY19 and a
reconciliation to statutory NPAT.
Underlying
1
E B I TA
(A$m)
Reporting
SegmentFY20FY19
Variance
(%)
TransportTransport 235.6 242.4 (2.8%)
UtilitiesUtilities 114.6 136.1 (15.8%)
Facilities
2
Facilities 133.9 133.6 0.2%
Asset Services
3
EC&M 27.1 13.4 >100%
Core Urban
Services Businesses 511.2 525.5 (2.7%)
Infrastructure
& Construction
(Spotless)
2
Facilities (9.0) (3.1) >(100%)
Engineering &
Construction
(Downer)
3
EC&M (69. 2) 19.9 >(100%)
Businesses in wind down (78.2) 16.8 >(100%)
MiningMining 79.0 76.7 3.0%
Laundries
2
Facilities 9.1 17. 5 (4 8 .0%)
Hospitality
2
Facilities (19.7) 22.5 >(100%)
Businesses under
review or to be sold 68.4 116.7 (41.4%)
CorporateUnallocated (8 5 .4) (9 8 .4) 13.2%
Group Underlying EBITA 416.0 560.6 (25.8%)
Amortisation of acquired
intangibles (pre-tax) (71.3) ( 70.4) (1.3%)
Underlying EBIT 344.7 490.2 (29.7%)
Net interest expense (112.0) (82 .4) (35.9%)
Tax expense (67. 5) (117.0) 42.3%
Underlying NPAT 165.2 290.8 (43.2%)
Amortisation of acquired
intangibles (post tax) 49.9 49.3 1.2%
U n d e r l y i n g N PATA 215.1 340.1 (36.8%)
Items outside of
u n d e r l y i n g N PATA (386.0) (28.0) >(100%)
Tax effect on
items outside NPATA 65.1 13.5 >100%
Statutory NPATA (105.8) 325.6 >(100%)
Amortisation of acquired
intangibles (post tax) (4 9 . 9) (4 9 . 3) (1.2%)
Statutory NPAT (155.7) 276.3 >(100%)
1 The underlying result is a non-IFRS measure that is used by Management to
assess the performance of the business. Non-IFRS measures have not been
subject to audit or review.
2 Total underlying EBITA for the Facilities segment in FY20 was $114.3 million
(FY19: $170.5 million). Refer to Note B1 on page 68.
3 Total underlying EBITA for the EC&M segment in FY20 was loss $42.1 million
(FY19: profit $33.3 million). Refer to Note B1 on page 68.

Annual Report 2020 11
A reconciliation of the underlying result to the statutory result is provided in the table below:

$mE B I TA
Net
interest
expense
Ta x
expenseN PATA
Deduct:
Amortisation
of acquired
intangibles
(post-tax)N PAT
Underlying result416.0 (112.0)(88.9)215.1 (49.9)165.2
Historical contract claims adjustments(18.8)–5.5 (13.3)–(13.3)
Portfolio restructure and exit costs(142 .4)–42.2 (100.2)–(100.2)
Payroll remediation costs(16.3)–4.5 (11.8)–(11.8)
Goodwill impairment(165.0)––(165.0)–(165.0)
Spotless shareholder class action(34.0)–10.2 (23.8)–(23.8)
Legal settlement(9.5)–2.7 (6.8)–(6.8)
Total items outside underlying result(386.0)–65.1 (320.9)–(320.9)
Statutory result – profit/(loss) 30.0 (112.0)(23.8)(105.8)(49.9)(155.7)
Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense. Group FY20: $71.3 million, $49.9 million after-tax.
(FY19: $70.4 million, $49.3 million after-tax)
Revenue
Total revenue for the Group decreased by $30.4 million, or 0.2%,
to $13.4 billion.
Transport revenue increased by 7.9%, or $344.0 million, to
$4.7 billion. This growth has been driven by continuing strong
performance in the Road Services business particularly in
Australia, increased contributions from Transport Projects, both
in Australia and New Zealand, and strong performance in the
Rollingstock Services business.
Utilities revenue increased by 7.2%, or $181.3 million, to
$2.7 billion due to increased activities in water, power and gas,
as well as from new renewables projects. This was partially
offset by reduced contribution from nbn
TM
contracts as the
project winds down.
Facilities revenue decreased by 2.3%, or $77.0 million, to
$3.3 billion largely due to the impact of COVID-19 on Hospitality
and projects completed in New Zealand not being fully replaced.
This was partially offset by increased revenue from Government-
related contracts and contribution from Envar (acquired in 2H19).
EC&M revenue decreased by 31.5%, or $536.6 million, to
$1.2 billion as a result of project completions, particularly
the Ichthys contract, and reduced construction activity in
line with Downer’s strategy. In the Asset Services business,
COVID-19 resulted in deferrals of non-essential maintenance
and shutdowns.
Mining revenue increased by 4.8%, or $71.3 million, to $1.5 billion
with higher activities at several sites partially offset by completed
contracts at Roy Hill and Cloudbreak. COVID-19 impacted some
operational activities due to travel restrictions.
Expenses
Total expenses increased by 3.4% compared to the prior
corresponding period (pcp) and includes $386.0 million of
items outside the underlying result, while the pcp included a
$45.0 million individually significant item balance in relation to
the Murra Warra wind farm contract.
Excluding these items, total expenses increased by 0.7%,
or $81.5 million.
Employee benefits expenses decreased by 2.8%, or $123.1 million,
to $4.2 billion and represent 32.9% of Downer’s cost base.
The decrease is mainly due to a shift in the mix of labour, where
subcontractors’ costs as a percentage of revenue has increased,
as well as from the benefit of integration and restructuring
activities across the Group.
Included in Employee benefits expenses there is $51.0 million
of pre-tax items in relation to portfolio restructure and exit
costs and payroll remediation costs as described in Note B3 in
the Financial Report. Excluding these items, employee benefits
expenses would have decreased by 4.0%, or $174.1 million, and
would represent 33.5% of Downer’s cost base.
Subcontractor costs increased by 5.1%, or $212.3 million, to
$4.4 billion and represent 34.4% of Downer’s cost base. This
increase is a result of higher contract activities and the change in
the subcontractor mix on some contracts during the year.
Raw materials and consumables costs increased by 2.0%, or
$43.3 million, to $2.2 billion and represent 16.9% of Downer’s cost
base. The increase is mainly due to bogie overhaul activities in
Rollingstock Services and from contract completion activities,
particularly in the EC&M segment.
Plant and equipment costs decreased by 4.2%, or $29.2 million,
to $660.6 million and represent 5.2% of Downer’s cost base.
The decrease in plant and equipment costs is attributed to a less
capital-intensive business as well as initiatives to drive efficient
plant and equipment usage and maintenance practices.
Following the adoption of AASB 16 Leases from 1 July 2019, the
depreciation charges in relation to the right-of-use assets is now
recognised and disclosed separately. The depreciation charge
against the right-of-use assets of $151.8 million represents 1.2% of
Downer’s cost base.

12 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Other depreciation and amortisation increased by 1.5%, or
$5.5 million, to $365.5 million and represents 2.9% of Downer’s
cost base. This increase is driven by ongoing investment in
business-critical equipment over recent years.
Impairment of non-current assets of $212.0 million represents
$165.0 million impairment of goodwill and $47.0 million
impairment of capitalised information systems, right-of-use
assets; plant and equipment and leasehold improvement
balances as a result of portfolio restructuring activities.
Other expenses, which include communication, travel, occupancy
and professional fees costs, decreased by $50.1 million or 7.3%
to $632.5 million and represent 4.9% of Downer’s cost base.
This decrease is primarily as a result of the application of AASB
16 Leases, which has resulted in the majority of the Group’s
leases being brought on balance sheet, and therefore incurring
depreciation and interest charges rather than operating lease
rental charges that had previously been disclosed as part of
Other expenses.
Included in Other expenses is $94.9 million of pre-tax items as
described in Note B3 of the Annual Report. Excluding these
items, Other expenses would have decreased by 15.7%, or
$100.0 million, to $537.6 million and would represent 4.3% of
Downer’s cost base.
Earnings
The results of the Group have been adversely impacted by
contract losses in the EC&M service line as well as by the impact
of $367.2 million (pre-tax) of Individually Significant Items.
Transport EBITA decreased by 2.8%, or $6.8 million, to
$235.6 million driven by completed Transport Infrastructure
projects in Australia and New Zealand, completion of the
construction phase of contracts within Rollingstock Services,
and lower contribution from the Keolis Downer JV as Yarra
Trams patronage was impacted by COVID-19. Road Services in
Australia continued to perform strongly.
Utilities EBITA decreased by 15.8% to $114.6 million as a result
of reduced contribution from nbn
TM
contracts as the project
winds down and from telecommunications contract completions
in New Zealand.
Facilities EBITA decreased by 38.8%, or $66.1 million, to
$104.4 million due to the significant impact of COVID-19 on
the Hospitality business as well as completion of construction
contracts not fully replaced. COVID-19 also reduced volumes
in the Laundries business as elective surgery activities were
restricted. This was partially offset by increased activity in
Government contracts, including additional cleaning activities
associated with COVID-19.
EC&M reported an EBITA loss of $51.0 million for the year,
a $84.3 million decrease compared to the pcp. This was primarily
due to a small number of loss-making construction contracts
as well as from the completion of contracts in the pcp not fully
replaced. The Asset Services business grew despite COVID-19
causing cancellations and delays of plant maintenance and
shutdown activities.
Mining EBITA increased by 3.0% to $79.0 million driven by
improved performance from existing contracts, the contribution
of new contracts and benefits from restructuring initiatives.
Corporate costs decreased by $13.0 million or 13.2% to
$85.4 million following restructuring initiatives.
Net finance costs, excluding $26.4 million of interest on
lease liabilities arising from the changes in lease accounting
under AASB 16 Leases, increased by $3.2 million or 3.9%, to
$85.6 million as a result of increase in debt draw downs and debt
refinancing to support business activities.
The tax expense of $2.4 million results in an effective tax rate
of (1.6)% which is lower than the statutory rate of 30.0% due to
the impact of items including non-taxable distributions from
joint ventures and lower tax rates in overseas jurisdictions
(e.g. New Zealand) as well as non-deductible items outside
statutory results such as the Spotless goodwill impairment of
$165.0 million.
Group Cash Flow and Financing
Funding, liquidity and capital are managed at Group level,
with Divisions focused on working capital and operating cash
flow management.
During the year ended 2020, the Group was successful in
renegotiating the maturity dates of a significant portion of its
debt facilities and establishing $787.8 million of new committed
debt facilities, $500 million of which was established in direct
response to the global COVID-19 pandemic to ensure the Group’s
liquidity strength was maintained during a period of heightened
global uncertainty and volatility. In addition, the Group deferred
payment of the 2019 interim dividend of $83.3 million to further
augment its strong liquidity position.
On 21 July 2020, the Group announced the launch of a
$400 million equity raising to support the acquisition of the
remaining shares in Spotless and provide flexibility for continued
investment in Downer’s core businesses. The Group now has
no material debt facilities maturing in the 12 months to 30 June
2021 and a strong liquidity position which will assist in mitigating
any further market volatility.
Operating Cash Flow
Operating cash flow before interest and tax was $340.4 million,
a $416.6 million decrease from the prior year. Most of this
decrease ($339.6 million) occurred in the first six months of the
year as a result of lower operating cash flows in EC&M due to
losses incurred on a small number of constructions contracts,
the impact of project completions in Utilities, and Waratah bogie
overhaul activities in Transport.
Operating cash flow before interest and tax for the second half
of the year was $320.9 million, compared to $397.9 million in
the second half of the prior year. The decrease of $77.0 million
is largely driven by the impact of COVID-19 and project
completion activities across the Group. The operating cash
flow in the second half of FY20 represents a 74.2% underlying
EBITDA conversion.

Annual Report 2020 13
The Group delivered net operating cash flow of $178.8 million
with a FY20 underlying EBITDA conversion of 39.5%.
Net interest paid increased $32.8 million compared to the prior
year. Of this increase, $26.4 million relates to interest payments in
relation to the lease liabilities recognised on adoption of AASB 16
Leases from 1 July 2019.
Investing Cash
Total investing cash outflow was $397.9 million, $111.8 million
lower than prior year, driven by $55.5 million lower payments for
property, plant and equipment and $33.2 million less payments
for business acquisitions. With the onset of COVID-19, the Group
has deferred all non-essential investments.
Debt and Bonding
The Group’s performance bonding facilities totalled
$2,034.8 million at 30 June 2020, $108.3 million lower
compared to the pcp with $595.0 million undrawn. There
is sufficient available capacity to support the ongoing
operations of the Group.
As at 30 June 2020, the Group had liquidity of $1,858.5 million
comprising cash balances of $588.5 million and undrawn
committed debt facilities of $1,270.0 million.
The Group continues to be rated BBB (Stable) by Fitch Ratings.
Group Financial Position
The ongoing review of the Group’s compliance with Modern
Award and Enterprise Agreements obligations has determined
that the Group had a liability of $24.8 million for periods prior
to 1 July 2018. As a result, prior year comparatives have been
restated to properly reflect the opening balance of retained
earnings, employee benefits provision and related deferred tax
assets impact of $7.4 million. The after-tax impact of $17.4 million
was reflected as an adjustment in opening retained earnings, of
which $15.3 million was attributable to the parent and $2.1 million
to non-controlling interests. In the analysis below, the balances
as at 30 June 2019 are inclusive of the above adjustments.
The net assets of Downer decreased $412.3 million or 13.6% to
$2,620.5 million. The main drivers of this decrease are the impact
of the $320.9 million of items outside the underlying results and
the adoption of AASB 16 Leases from 1 July 2019 which resulted
in an adjustment to opening retained earnings of $66.0 million.
Net debt is calculated as borrowings (excluding lease liabilities)
less the cash and cash equivalents. Net debt has increased
$470.0 million to $1,462.8 million mainly driven by $122.2 million
lower cash and cash equivalent balances and a lower operating
cash flow to the pcp due to project completion activities as
explained above.
As a result of a lower cash balance, drawdowns made to support
operational activities and a reduced equity resulting from the
items recognised during the year, Group gearing at 30 June
2020 was 35.5% (calculated on a pre-AASB 16 basis) which is
10.5 percentage points higher than 30 June 2019.
Total trade receivables and contract assets have increased
16.7% or $345.2 million to $2,411.1 million as a result of contract
asset balance increases in EC&M and in Transport as a result of
project commencements and bogie overhaul activities.
Inventories have increased 9.7% or $29.4 million to $334.0 million
driven by bogie overhaul activities in Transport and higher stock
levels in Utilities as a result of new contracts.
Current tax assets increased $7.5 million to $65.2 million due to
the timing of tax payments.
Interest in joint ventures and associates increased by $1.8 million
to $110.6 million. This represents Downer’s share of net profit from
joint ventures and associates of $19.4 million, offset by $17.2 million
distributions received and $0.4 million of exchange losses.
Property, plant and equipment decreased by $23.1 million with
depreciation and impairment charges of $275.1 million and net
disposals of $19.3 million being partially offset by $286.2 million
of additions during the year.
Right-of-use assets at 30 June 2020 were $592.6 million. This
balance primarily arose as a result of the adoption of AASB
16 Leases as at 1 July 2019 recognising an initial balance of
$570.6 million. The movement to 30 June 2020 relates to
new leases entered since 1 July 2019 net of depreciation and
impairment charges.
Intangible assets decreased by $234.6 million reflecting the
$165.0 million impairment of goodwill in relation to Spotless,
$23.9 million impairment of capitalised information systems and
an additional $61.4 million investment in software during the year,
offset by $100.5 million of amortisation charges.
Net deferred tax balances (net of deferred tax asset and
liabilities) moved from a net deferred tax liability position of
$36.7 million as at 30 June 2019 to a net deferred tax asset
position of $47.0 million. The net movement of $83.7 million is
primarily due to the recognition of available income tax losses as
well as the initial adoption of AASB 16 Leases.
Total trade payables and contract liabilities increased
by $69.4 million or 2.8% largely due to the recognition of
$83.3 million on dividend payables following the deferral of the
FY20 interim dividend and $34.0 million payable following the
Spotless shareholder class action settlement. Excluding these
specific payable amounts, trade payables and contract liabilities
balances decreased by $47.9 million or 1.9% due to timing of
payments and conversion of contract liabilities as project work is
delivered. Trade payables and contract liabilities represents 41.7%
of Downer’s total liabilities.
Other financial liabilities decreased by $7.2 million to
$60.2 million, representing 1.0% of Downer’s total liabilities. The
decrease mainly reflects a $26.7 million reduction in deferred
and contingent consideration payable on acquisitions made in
prior years, offset by a $17.0 million increase in the fair value of
derivative financial instruments.

14 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Lease liabilities at 30 June 2020 were $763.2 million, of which
$727.8 million was recognised on adoption of AASB 16 Leases as
at 1 July 2019. The increase represents new leasing arrangements
entered into since 1 July 2019, offset by $152.9 million of principal
payments made during the year. Lease liabilities represent 12.6% of
Downer’s total liabilities.
Provisions of $545.6 million decreased by $56.3 million mainly
driven by provision utilisation during the year, particularly for
Murra Warra and new Royal Adelaide Hospital, while the adoption
of AASB 16 Leases resulted in $37.1 million reduction of onerous
provisions related to leases being recognised against the right-of-
use assets. Provisions represent 9.0% of Downer’s total liabilities.
Employee related provisions (mainly annual leave and long service
leave) made up 79.2% of this balance with the remainder covering
contract provisions, decommissioning and restructuring and
warranty obligations.
Total equity decreased by $412.3 million compared to pcp.
The main drivers of this reduction are the loss for the year of
$155.7 million, the $174.0 million dividends paid/declared and
the $66.0 million impact for the adoption of AASB 16 Leases.
Net foreign currency losses on translation of foreign operations,
particularly in New Zealand, resulted in a movement in the foreign
currency translation reserve of $13.9 million.
The Non-controlling interest’s share of the Total Equity decreased
$9.6 million to $144.2 million. The reduction is due to $5.4 million
losses by the non-controlling interest holders’ share of the
results in Spotless and Otraco South Africa, $1.0 million of other
comprehensive losses and $3.2 million post-tax impact arising
from the adoption of AASB 16 Leases.
Dividends
In respect of the financial year ended 30 June 2020, the Board:
–Declared an interim dividend of 14.0 cents per share,
unfranked, that was to be paid on 25 March 2020 to
shareholders on the register at 26 February 2020.
On 24 March 2020 the payment date was deferred to
25 September 2020.
–Decided not to declare a final dividend for the 2020
financial year.
The unfranked dividend will be paid out of Conduit
Foreign Income (CFI).
The Board also determined to continue to pay a fully imputed
dividend on the ROADS security, which having been reset on
15 June 2020 has a yield of 4.32% per annum payable quarterly
in arrears, with the next payment due on 15 September 2020.
As this dividend is fully imputed (the New Zealand equivalent of
being fully franked), the actual cash yield paid by Downer will be
3.11% per annum until the next reset date.
Consistent with prior year, the Company’s Dividend
Reinvestment Plan remains suspended.
As detailed in the Directors’ Report for the 2019 financial year,
the Board declared a 50% franked final dividend of 14.0 cents
per share, that was paid on 2 October 2019 to shareholders on
the register at 4 September 2019, with the unfranked portion
paid out of CFI.
Zero Harm
Downer’s
1
Lost Time Injury Frequency Rate (LTIFR) increased to 0.67 from 0.57 and its Total Recordable Injury Frequency Rate (TRIFR)
increased to 2.88 from 2.70 per million hours worked
2
. Regrettably, in July 2019, an employee of Otraco died as a result of an incident
at our facility in Calama, Chile. Senior leaders from the business attended the site to meet with family and colleagues to offer support.
Downer continues to co-operate with regulatory investigations.
TRIFRLTIFR
TRIFR
LTIFR
Downer Group Safety Performance
(12-month rolling frequency rates)
Jun-19
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Mar-20
Apr-20
May-20
Feb-20
Jan-20
Jun-20
2.0
2.5
3.0
3.5
0.0
0.3
0.6
0.9
1.2
1.5
2.70
2.88
0.57
0.67
1 Safety data excludes Hawkins and Spotless.
2 Lost time injuries (LTIs) are defined as injuries that cause the injured person (employee or contractor) to be unfit to perform any work duties for one whole day or shift, or
more, after the shift on which the injury occurred, and any injury that results, directly or indirectly, in the death of the person. The Lost Time Injury Frequency Rate (LTIFR) is
the number of LTIs per million hours worked. Total Recordable Injuries (TRIs) are the number of LTIs + medically treated injuries (MTIs) for employees and contractors. Total
Recordable Injury Frequency Rate (TRIFR) is the number of TRIs per million hours worked.

Annual Report 2020 15
Group Business Strategies and Prospects for Future Financial Years
Downer’s Purpose is to create and sustain the modern environment by building trusted relationships with our customers.
Our Promise is to work closely with our customers to help them succeed, using world-leading insights and solutions.
Our business is founded on four Pillars:
–Safety: Zero Harm is embedded in Downer’s culture and is fundamental to the Company’s future success
–Delivery: we build trust by delivering on our promises with excellence while focusing on safety, value for money and efficiency
–Relationships: we collaborate to build and sustain enduring relationships based on trust and integrity
–Thought leadership: we remain at the forefront of our industry by employing the best people and having the courage to challenge
the status quo.
Downer’s strategic objectives, prospects, and the risks that could adversely affect the achievement of these objectives, are set out in
the table below.
Strategic ObjectiveProspects Risks and risk management
Maintain
focus on Zero Harm
Downer believes that a sustainable and
embedded Zero Harm culture is fundamental
to the Company’s ongoing success, and to
building trusted relationships with customers and
business partners.
Downer’s approach to Zero Harm enables
it to work safely and environmentally
responsibly in industry sectors with inherently
hazardous environments.
Zero Harm at Downer means a work environment
that supports the health and safety of its people,
allows it to deliver its business activities in an
environmentally sustainable manner, and advance
the communities in which it operates.
Downer has a robust Critical Risk program throughout
its business. Risks that could cause serious injury
to people or harm to the environment, and the
controls needed to eliminate or manage those risks,
are understood. This knowledge forms the core
of Downer’s risk management processes, and the
monitoring of its critical controls.
There is a strong commitment to Downer’s Zero Harm
objectives across all levels of the business.
Each Division has in place a Zero Harm management
system that meets the requirements of the Downer
Zero Harm Framework. These systems are certified as
a minimum to AS/NZS 4801 or BS OHSAS 18001, and
ISO 14001:2015. Each system is reviewed regularly,
undergoing internal and external audit. Downer has
been developing a single management system known
as The Downer Standard that applies across all
businesses, and is presently planning for certification
of that system.
As outlined on page 6 of this Annual Report, Downer
developed and implemented a range of measures in
response to COVID-19 including Business Continuity
Plans and Business Resumption Plans. Policies
were also developed for implementing new safety
procedures, such as non-contact temperature testing.

16 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Strategic ObjectiveProspects Risks and risk management
Embed asset
management and
standardisation as a
cornerstone of the
Delivery pillar
Downer has developed extensive asset
management knowledge and expertise and also
adopts and implements world-leading insights
and solutions.
Downer strives for standardisation in its risk
management and project delivery to ensure
consistent quality outcomes for its customers.
The expectations of Downer’s customers, and their
customers, continue to grow with regards to reliable,
intuitive and cost-effective assets and services.
Downer has invested in capability and talent to
improve asset management, standard processes,
data analytics and lifecycle performance analytics.
A number of these investments have Group-
wide application in addition to their bespoke
customer benefit.
Risks to be managed include: not delivering value-
added services to customers; scope reduction by
customers who elect to use pure maintenance/
blue collar services; and an inability to deliver
obligations in performance frameworks and service
outcome contracts.
Focus on engagement
with customers as a
cornerstone of the
Relationships pillar
Providing valuable and reliable products and
services to customers, and their customers,
is at the heart of Downer’s culture. It enables
Downer’s customers to focus more on their
core expertise while Downer delivers non-core
operational services.
Through ongoing analysis of markets, customers
and competitors, Downer is well positioned to
improve value and service for its customers and
their customers.
Relationships creating success continues to be
Downer’s core operating philosophy that drives
delivery of projects and services. It helps to ensure
investment as initiatives and activities are focused
on helping Downer’s customers to succeed.
Risks to be managed include: the threat of new
competitors and disruptors in traditional markets;
not keeping pace with changing customer
expectations; and the threat of commoditisation of
core products and services.
Utilise technology in
core service offerings
as a cornerstone
of our Thought
Leadership pillar
Technology is an inherent feature of today’s
world and there is therefore greater demand for
technology in the services Downer provides.
Customer operations are growing in complexity
and this creates opportunities for Downer to
connect, manage, monitor and report on core
services and infrastructure.
Downer invests in a range of technology platforms
and partnerships to meet customer needs. Downer
focuses on selecting the right investments – for
example those that can be leveraged across a
number of service lines to maximise value for the
greatest number of customers.
Risks to be managed include: intensification of
competition as customers converge into large
single market procurement channels; introduction
of foreign and technology-based competitors that
bring a different value proposition; and a need for
greater investment in technology and data services.

Annual Report 2020 17
The following table provides an overview of the key prospects relevant to each of Downer’s service lines and summarises Downer’s
intended strategic response across each sector to maximise the Company’s performance and realise future opportunities.
Service lineProspects Downer’s response
TransportThe multi-billion dollar market for transport
services continues to grow in both Australia and
New Zealand. Governments in both countries
continue to invest in a range of projects to reduce
congestion, improve mobility, and provide better
linkages between communities.
Downer is a market leader in road services in both
Australia and New Zealand, light rail construction
in Australia and heavy rail construction and
maintenance in Australia.
Downer maintains strong strategic partnerships
with leading global transport solutions providers
and, through this model, is pursuing opportunities
in rollingstock manufacture and maintenance, and
transport network operations and maintenance.
The Keolis Downer joint venture is a leading
Australian multi-modal transport operator.
Utilities Growth across utility markets is multi-faceted with
a good pipeline of prospects in both Australia
and New Zealand.
Downer has market leading positions in the power,
gas, water and communications sectors in both
Australia and New Zealand.
Downer is strongly positioned to take advantage of
the growth opportunities available in these sectors,
with a demonstrable track record of excellence in
service delivery, and a greater focus on introducing
operational technology to improve the value Downer
brings to customers.
FacilitiesLarge-scale and long-term outsourcing contracts
continue to come to market, however the long-
term nature of contracts in this sector means that
a lot of work is already under contract.
There is a strong pipeline of opportunities on the
short-to-medium term horizon in both Australia
and New Zealand.
Through the acquisition of Spotless, Downer is a
major force in both Australia and New Zealand with
market leading positions across key sectors including:
defence; health; education and government.
Government restrictions imposed in March 2020
to slow the spread of COVID-19 forced the majority
of customers serviced by Spotless’ Hospitality
business to close. In June 2020, Downer reduced
the footprint of this business to reflect the smaller
scale of operations.
EC&M Downer’s EC&M service line includes its
Engineering and Construction and Asset
Services businesses.
In recent years, a number of projects in the
Engineering and Construction business have
underperformed significantly. At the same time,
the Asset Services business has performed well
and achieved good growth.
Downer announced at its 2020 half year results that it
will focus its construction efforts on areas where it has
competitive differentiation. As a result, Downer will no
longer tender for “hard dollar” construction contracts
in the coal, iron ore, and industrial E&I (electrical and
instrumentation) and SMP (structural, mechanical and
piping) sectors.
Downer will continue to invest and grow its Asset
Services offering in EC&M.

18 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Service lineProspects Downer’s response
Mining Downer has a proven track record as a leading
provider of mining services in Australia and is well
positioned to build on its strong market position
and pipeline of work.
Downer is one of Australia’s leading diversified
mining contractors offering customers feasibility
studies, open cut mining services, underground
mining services, tyre management, drilling and
blasting services, mine closure and rehabilitation,
and asset management.
Downer announced in August 2019 that it was
conducting a review of its portfolio of businesses
and that Mining would be an important area of
focus. On 16 March 2020, Downer announced its
review of Mining, including a potential sale, had been
suspended due to the extraordinary market volatility
caused by COVID-19.
In July 2020, Downer announced it was again
exploring the potential sale of the Mining portfolio,
in parts or as a whole, in response to enquiries from a
number of interested parties.

Annual Report 2020 19
Outlook
In the current environment, Downer is not providing earnings
guidance for the 2021 financial year. The acquisition of the
remaining shares in Spotless will allow Downer to get the
full benefits of the acquisition. Spotless is an important part
of Downer’s Urban Services strategy - driving consistent
earnings and reliable cash flow from long term customers in
critical sectors.
Downer’s diversification across critical services in road, rail,
power, gas, water, defence, health, education and government
has delivered resilience in earnings and cash flows and there
continues to be strong demand for these services.
Subsequent Events
On 21 July 2020 Downer announced the launch of a $400 million
equity raising to support the acquisition of the remaining shares
in Spotless and provide flexibility for continued investment in
Downer’s core business.
Downer has also announced it has made an unconditional offer
to acquire all of the issued share capital of Spotless not already
owned for an upfront cash consideration of approximately
$134.5 million, plus a maximum of 7.5 million Downer shares to be
issued on exercise of the Downer Contingent Share Option.
Downer has entered into a call option deed with Coltrane
Master Fund, L.P. under which it has a call option over 2.99%
of Spotless shares, which on exercise will increase Downer’s
ownership above the 90% threshold required to proceed to
compulsory acquisition.
Outside of the above, at the date of this report, there have
been no other matters or circumstances that have arisen since
the end of the financial year that have significantly affected,
or may significantly affect, the operations of the Group, the
results of those operations, or the state of affairs of the Group in
subsequent financial years.
Changes in State of Affairs
During the financial year there was no significant change in the
state of affairs of the Group other than that referred to in the
financial statements or notes thereto.
Environmental Management
Environmental management is a key component of Downer’s
Zero Harm philosophy and it places a strong emphasis on
meeting its environmental compliance obligations. Downer’s
environmental commitments are outlined in its Environmental
Sustainability Policy which can be found on the Downer website
at www.downergroup.com/board-policies.
Downer’s ability to manage the impacts of its activities on the
natural and built environment is fundamental to its long-term
success. This typically relates to land, air, water and greenhouse
gas (GHG) emissions created from the activities it carries out
for its customers. Downer’s purpose is to create and sustain
the modern environment by building trusted relationships with
its customers. Downer is committed to helping its customers
succeed by developing and delivering environmentally
responsible and sustainable solutions, so communities remain
resilient for the future.
Downer remains focused on developing solutions to reduce its
energy consumption and GHG emissions. Downer is committed
to transitioning to a low carbon economy and focusing its
attention on managing risks associated with environmental
management and climate change. Downer is also taking
advantage of the commercial opportunities this presents for
its business, in particular the energy transition and delivering
infrastructure that is resilient to the physical impacts of
climate change.
Downer’s Zero Harm Management System Framework sets
the minimum standards for health, safety, environment and
sustainability within its Divisions. For environmental management
each Division’s Zero Harm Management System is certified
to ISO 14001:2015. Divisions also adhere to environmental
management requirements established by customers in addition
to all applicable licence and regulatory requirements. Each
Division is required to have an Environmental Sustainability
Action Plan (ESAP) and strategies in place supported by suitably
qualified environment and sustainability professionals. The
ESAP allocates internal responsibilities for reducing the impact
of its operations and business activities on the environment.
In addition, all Divisions’ management systems are audited
internally and externally by independent third parties.

20 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Employee Discount Share Plan (ESP)
An ESP was instituted in June 2005. In accordance with the provisions of the plan, as approved by shareholders at the 1998 Annual
General Meeting, permanent full-time and part-time employees of Downer EDI Limited and its subsidiary companies who have
completed six months service may be invited to participate.
No shares were issued under the ESP during the years ended 30 June 2020 or 30 June 2019.
There are no performance rights or performance options, in relation to unissued shares, that are outstanding.
Directors’ Meetings
The following table sets out the number of Directors’ meetings (including meetings of Board Committees) held during the 2020
financial year and the number of meetings attended by each Director (while they were a Director or Board Committee member).
During the year, 17 Board meetings, six Audit and Risk Committee meetings, four Zero Harm Committee meetings, two Remuneration
Committee meetings and two Nominations and Corporate Governance Committee meetings were held. In addition, 25 ad hoc meetings
(attended by various Directors) were held in relation to various matters including tender reviews and major projects.
Board
Audit and Risk
Committee
Remuneration
Committee
DirectorHeld
1
AttendedHeld
1
AttendedHeld
1
Attended
R M Harding1717––22
G A Fenn1717––––
S A Chaplain
5
3322––
P S Garling
2
1717––22
T G Handicott
3
17176622
N M Hollows17176611
C G Thorne
4
171565––
P L Watson171766––
Zero Harm
Committee
Nominations and
Corporate Governance
Committee
DirectorHeld
1
AttendedHeld
1
Attended
R M Harding––22
G A Fenn44––
S A Chaplain
5
22––
P S Garling
2
––––
T G Handicott
3
––22
N M Hollows––––
C G Thorne
4
43––
P L Watson44––
1 These columns indicate the number of meetings held during the period each person listed was a Director or member of the relevant Board Committee.
2 Mr Garling is also Chairman of the Rail Projects Committee.
3 Ms Handicott is also Chairman of the Disclosure Committee which meets on an unscheduled basis.
4 Dr Thorne was also Chairman of the Tender Risk Evaluation Committee which meets on an unscheduled basis. Dr Thorne retired as a Director of the Company on
13 July 2020.
5 Ms Chaplain retired as a Director of the Company on 7 November 2019.

Annual Report 2020 21
Indemnification of Officers and Auditors
During the financial year, the Company paid a premium in
respect of a contract insuring the Directors of the Company,
the Company Secretary, all officers of the Company and of any
related body corporate against a liability incurred as a Director,
secretary or executive officer to the extent permitted by the
Corporations Act 2001 (Cth).
The contract of insurance prohibits disclosure of the nature of
the liability and the amount of the premium.
Downer’s Constitution includes indemnities, to the extent
permitted by law, for each Director and Company Secretary
of Downer and its subsidiaries against liability incurred in the
performance of their roles as officers. The Directors and the
Company Secretaries listed on pages 4 to 6, individuals who act
as a Director or Company Secretary of Downer’s subsidiaries and
certain individuals who formerly held any of these roles also have
the benefit of the indemnity in the Constitution.
The Company has not otherwise, during or since the financial
year, indemnified or agreed to indemnify an officer or auditor of
the Company or of any related body corporate against a liability
incurred as such an officer or auditor.
Corporate Governance
In recognising the need for the highest standards of corporate
behaviour and accountability, the Board endorses the ASX
Corporate Governance Council’s Corporate Governance
Principles and Recommendations (ASX Principles). The Group’s
corporate governance statement is set out at pages 130 to 139 of
this Annual Report.
Non-audit Services
Downer is committed to audit independence. The Audit and
Risk Committee reviews the independence of the external
auditors on an annual basis. This process includes confirmation
from the auditors that, in their professional judgement, they are
independent of the Group. To ensure that there is no potential
conflict of interest in work undertaken by Downer’s external
auditors, KPMG, they may only provide services that are
consistent with the role of the Company’s auditor.
The Board has considered the position and, in accordance with
the advice from the Audit and Risk Committee, is satisfied that
the provision of non-audit services during the year is compatible
with the general standard of independence for auditors imposed
by the Corporations Act 2001 (Cth).
The Directors are of the opinion that the services as disclosed
below do not compromise the external auditor’s independence,
based on advice received from the Audit and Risk Committee,
for the following reasons:
–All non-audit services have been reviewed and approved
to ensure that they do not impact the integrity and
objectivity of the auditor
–None of the services undermine the general principles
relating to auditor independence as set out in the Institute
of Chartered Accountants in Australia and CPA Australia’s
Code of Conduct APES 110 Code of Ethics for Professional
Accountants issued by the Accounting Professional and
Ethical Standards Board, including reviewing or auditing the
auditor’s own work, acting in a management or decision-
making capacity for the Company, acting as advocate for the
Company or jointly sharing economic risks and rewards.
A copy of the auditor’s independence declaration is set out on
page 51 of this Annual Report.
During the year, details of the fees paid or payable for non-audit
services provided by the auditor of the parent entity, its related
practices and related audit firms were as follows:
Non-audit Services
2020
$
2019
$
Tax services242,148338,957
Advisory and due
diligence services468,318275,000
710,466613,957
Rounding of Amounts
The Company is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ reports) Instrument 2016/191,
relating to the “rounding off” of amounts in the Directors’ Report
and consolidated financial statements. Unless otherwise stated,
amounts have been rounded off to the nearest whole number
of millions of dollars and one place of decimals representing
hundreds of thousands of dollars.

22 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Remuneration Report
Chairman’s Letter
Dear Shareholders,
Downer’s 2020 Remuneration Report provides information about
the remuneration of its most senior executives and explains how
performance has been linked to reward outcomes at Downer for
the 2020 financial year.
At the last Annual General Meeting in November 2019, 97.3%
of all votes cast by shareholders were in favour of the 2019
Remuneration Report. The structure of the 2020 Remuneration
Report has been prepared with the same objective of providing
readers with a transparent view of key performance and
outcomes using the report structure adopted in previous years.
A strong future
Several decisions have been made since the last Chairman’s
Letter with a clear objective to create a stronger platform for
long-term, sustainable growth and position Downer as one of
Australia’s largest integrated providers of Urban Services.
These include:
–Repositioning construction efforts to markets and projects
where Downer has competitive strength and opportunity to
drive long-term services based contracts
–Completing significant refinancing and establishment of new
facilities to bolster the Group’s liquidity and reduce short-
term debt maturities
–Exploring options to sell the Mining and Laundries
businesses and reviewing the medium to long-term
prospects of the Hospitality business to determine which
parts will continue, be exited or be sold
–Undertaking a capital raising to strengthen the balance
sheet, fund the acquisition of the remaining shares in
Spotless and provide flexibility for continued investment in
Downer’s core business.
The acquisition of the remaining shares in Spotless continues
the reshaping of Downer as an Urban Services business with
resilient earnings, long-term customer relationships and more
predictable cash flows.
Many of the activities that Downer’s people perform every
day have potential risks and ensuring they remain safe is of
paramount importance. Downer’s Lost Time Injury Frequency
Rate at 30 June 2020 was 0.67 and the Total Recordable Injury
Frequency Rate was 2.88. Downer’s culture and our commitment
to continuous improvement in Zero Harm remains a core
strategic objective.
Key remuneration issues in 2020
2020 will be remembered as one of the more challenging years
in corporate memory. COVID-19 has had a significant impact
not just on Downer and its people, but also on the national and
global economy.
In recognition of these likely impacts:
–The Directors decided to voluntarily reduce their fees by
50% for the Chairman and 30% for the other Non-executive
Directors for the period 1 April 2020 to 30 June 2020
–The Managing Director, Chief Executive Officer – New
Zealand and Chief Executive Officer – Spotless decided to
voluntarily reduce their fixed remuneration by 50% for the
period 1 March 2020 to 30 June 2020
–The other KMP decided to voluntarily reduce their
fixed remuneration by 30% for the period 1 March 2020
to 30 June 2020
–A significant number of other executives decided to
voluntarily reduce their fixed remuneration.
The funds from these voluntary remuneration reductions
were used to establish a fund to provide financial assistance
to Downer and Spotless employees who are experiencing
severe hardship.
Further, no short-term incentive awards have been made in
relation to the 2020 financial year.

Annual Report 2020 23
Link between Downer performance and reward outcomes
Downer’s remuneration framework for key senior employees
has been very successful in aligning Downer’s strategy and
the creation of alignment between senior executives and
shareholders. As set out in this Remuneration Report, Downer’s
remuneration strategy continues to provide:
–A significant proportion of remuneration being at risk linked
to clear, objective measures
–A profitability gateway as a precondition to any short-term
incentive entitlement
–For deferral of 50% of short-term incentive payments over
a further two-year period
–The delivery of a significant proportion of pay in equity.
We trust that this overview and the accompanying detailed
analysis are helpful when forming your own views on Downer’s
remuneration arrangements.

R M Harding T G Handicott
Chairman Remuneration Committee Chairman

24 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Remuneration Report – AUDITED
The Remuneration Report provides information about the remuneration arrangements for key management personnel (KMP),
which means Non-executive Directors and the Group’s most senior executives, for the year to 30 June 2020. The term “executive”
in this Report means KMPs who are not Non-executive Directors.
The Report covers the following matters:
1. Year in review
2. Details of Key Management Personnel
3. Remuneration policy, principles and practices
4. Relationship between remuneration policy and Company performance
5. The Board’s role in remuneration
6. Description of executive remuneration
7. Details of executive remuneration
8. Executive equity ownership
9. Key terms of employment contracts
10. Related party information
11. Description of Non-executive Director remuneration.
1. Year in Review
1.1 Summary of changes to remuneration policy
Downer has continued to refine its remuneration policy during the period. The Board considered Company strategy and reward plans
based on performance measurement, competitive position and stakeholder feedback. Changes to policy are noted in the relevant
sections of this Report and are summarised in the table below.
PolicyEnhancements since 2019
Short-term incentive (STI) plan –The Zero Harm measures for safety and environmental performance have been further
refined, building upon previous improvements to move with and support growth in
organisational maturity and ensure continual stretch and ongoing Zero Harm improvement
through requiring executives to:
–Review baselines and set targets for annualised GHG emission reductions to contribute
towards meeting Downer’s science-based target for areas of control and identify, assess
and determine Return on Investment (ROI) for three opportunities that will contribute to
Downer’s decarbonisation strategy
–Implement updated Group-wide consistent policies, procedures and
supporting documents.

Annual Report 2020 25
2. Details of Key Management Personnel
The following persons acted as Directors of the Company during or since the end of the most recent financial year:
DirectorRole
R M Harding
G A Fenn
S A Chaplain
P S Garling
T G Handicott
N M Hollows
C G Thorne
P L Watson
Chairman, Independent Non-executive Director
Managing Director and Chief Executive Officer
Independent Non-executive Director (retired 7 November 2019)
Independent Non-executive Director
Independent Non-executive Director
Independent Non-executive Director
Independent Non-executive Director (retired 13 July 2020)
Independent Non-executive Director
The named persons held their current executive position for the whole of the most recent financial year, except as noted:
ExecutiveRole
S Cinerari
M J Ferguson
S L Killeen
B C Petersen
P J Tompkins
Chief Executive Officer – Transport and Infrastructure to 25 August 2019
Chief Operating Officer – Australian Operations from 26 August 2019
Chief Financial Officer
Chief Executive Officer – New Zealand
Chief Executive Officer – Mining, Energy and Industrial Services to 25 August 2019
Chief Executive Officer – Spotless

26 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
3. Remuneration Policy, Principles and Practices
3.1 Executive remuneration policy
Downer’s executive remuneration policy and practices are summarised in the table below.
PolicyPractices aligned with policy
Retain experienced, proven
performers, and those
considered to have high
potential for succession
–Provide remuneration that is internally fair
–Ensure remuneration is competitive with the external market
–Defer a substantial part of pay contingent on continuing service and sustained performance.
Focus performance –Provide a substantial component of pay contingent on performance against targets
–Focus attention on the most important drivers of value by linking pay to their achievement
–Require profitability to reach a challenging level before any bonus payments can be made
–Provide a LTI plan component that rewards consistent Scorecard performance over multiple
years and over which executives have a clear line of sight.
Provide a Zero
Harm environment
–Incorporate measures that embody Zero Harm for Downer’s employees, contractors,
communities and the environment as a significant component of reward.
Manage risk –Encourage sustainability by balancing incentives for achieving both short-term and longer-term
results, and deferring equity-based reward vesting after performance has been initially tested
–Set stretch targets that finely balance returns with reasonable but not excessive risk taking and
cap maximum incentive payments
–Do not provide excessive “cliff” reward vesting that may encourage excessive risk taking as a
performance threshold is approached
–Diversify risk and limit the prospects of unintended consequences from focusing on just one
measure in both short-term and long-term incentive plans
–Stagger vesting of deferred short-term incentive payments to encourage retention and allow
forfeiture of rewards that are the result of misconduct or material adjustments
–Retain full Board discretion to vary incentive payments, including in the event of
excessive risk taking
–Restrict trading of vested equity rewards to ensure compliance with the Company’s Securities
Trading Policy.
Align executive interests with
those of shareholders
–Provide that a significant proportion of pay is delivered as equity so part of executive reward is
linked to shareholder value performance
–Provide a long-term incentive that is based on consistent Scorecard performance against
challenging targets set each year that reflect sector volatility and prevailing economic
conditions as well as relative TSR and earnings per share measures directly related to
shareholder value
–Maintain a guideline minimum shareholding requirement for the Managing Director
–Exclude the short-term impact of unbudgeted and opportunistic acquisitions and divestments
from performance assessment to encourage agility and responsiveness
–Encourage holding of shares after vesting via a trading restriction for all executives and
payment of LTI components in shares
–Prohibit hedging of unvested equity and equity subject to a trading lock to ensure alignment
with shareholder outcomes.
Attract experienced,
proven performers
–Provide a total remuneration opportunity sufficient to attract proven and experienced
executives from secure positions in other companies and retain existing executives.

Annual Report 2020 27
4. Relationship Between Remuneration Policy
and Company Performance
4.1 Company strategy and remuneration
Downer’s business strategy includes:
–Maintaining focus on Zero Harm by continually improving
health, safety and environmental performance to achieve
Downer’s goal of zero work-related injuries and significant
environmental incidents
–Driving growth in core markets through focusing on serving
existing customers better across multiple products and
service offerings, growing capabilities and investing in
innovation, research and development and community and
Indigenous partnerships
–Creating new strategic positions through enhanced value
add services that improve propositions for customers and
exporting established core competencies into new overseas
markets with current customers of the Company
–Reducing risk and enhancing the Company’s capability
to withstand threats, take advantage of opportunities and
reduce cyclical volatility
–Obtaining better utilisation of assets and improved margins
through simplifying and driving efficiency
–Identifying opportunities to manage the Downer portfolio
through partnering, acquisition and divestment that deliver
long-term shareholder value
–Maintaining flexibility to be able to adapt to the changing
economic and competitive environment to ensure Downer
delivers shareholder value.
The Company’s remuneration policy complements
this strategy by:
–Incorporating Company-wide performance requirements for
both STI and LTI reward vesting for earnings (NPATA), Free
Cash Flow (FFO) and People measures to encourage cross-
divisional collaboration
–Incorporating performance metrics that focus on cash flow to
reduce working capital and debt exposure
–Setting NPATA, EBITA and FFO STI performance and
gateway requirements based on effective application of funds
employed to run the business for better capital efficiency
–Employing FFO as the cash measure for the STI to provide
more emphasis on control of capital expenditure
–Excluding the short-term impacts of opportunistic and
unbudgeted acquisitions and divestments on incentive
outcomes to encourage flexibility, responsiveness and
growth consistent with strategy
–Deferring 50% of STI awards to encourage sustainable
performance and a longer-term focus
–Incorporating consistent financial performance in the LTIP
Scorecard measure
–Emphasis on Zero Harm measures in the STI to maintain the
Company’s position as a Zero Harm leader and employer
and service provider of choice, thereby delivering a
competitive advantage
–Encouraging engagement with, and the development
and retention of, its people to help maintain a sustainable
supply of talent.
4.2 Remuneration linked to performance
The link to performance is provided by:
–Requiring a significant portion of executive remuneration
to vary with short-term and long-term performance
–Applying a profitability gateway to be achieved before an
STI calculation for executives is made
–Applying further Zero Harm gateways to be
achieved before calculating any reward for safety or
environmental performance
–Applying challenging financial and non-financial measures
to assess performance
–Ensuring that these measures focus management on
strategic business objectives that create shareholder value
–Delivering a significant proportion of payment in equity
for alignment with shareholder interests.
Downer measures performance on the following key
corporate measures:
–Earnings per share (EPS) growth
–Total shareholder return (TSR) relative to other ASX 100
companies (excluding ASX “Financials” sector companies)
–G r o u p N PATA
–Divisional EBITA
–FFO
–Engagement with Downer’s people
–Zero Harm measures of safety and environmental
sustainability.
Remuneration for all executives varies with performance on
these key measures.

28 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
The following graph shows the Company’s performance compared to the median performance of the ASX 100 over the three-year
period to 30 June 2020.
The graphs below illustrate Downer’s performance against key financial and non-financial performance indicators over the
last five years.
-200
-100
0
100
200
300
180.6181.5
247.8
1
258.3
2
(155.7)
$’m
Net profit after tax
2016
2017
2019
2018
2020
1. Adjusted for material unbudgeted transactions and individually significant items.
2. Adjusted for material unbudgeted transactions.
-30
-20
-10
0
10
20
30
40
50
38.0
35.8
10.7
42.9
(26.6)
Cents per share
Basic earnings per share
5
2016
2017
2019
2018
2020
5. Historical basic earnings per share were restated as a result of 169.9 million
shares issued from the capital raising made as part of the Spotless takeover
offer announced on 21 March 2017. The weighted average number of shares
(WANOS) to calculate EPS was adjusted by an adjustment factor of 0.943.
-300
-200
-100
0
100
200
300
242.3
203.0
3
178.3
3
185.7
4
(219.1)
$’m
Free cash flow
2016
2017
2019
2018
2020
3. Adjusted for material unbudgeted transactions, including payment for
Spotless shares.
4. Adjusted for material unbudgeted transactions.
Lost Time Injuries per 1,000,000 hours
Total Recordable Injuries per 1,000,000 hours
0
2
4
6
8
10
12
TRIFRLTIFR
Safety
0.70
0.66
0.55
0.55
0.78
0.57
0.67
0.57
2016
2017
2019
2018
2020
0.0
0.1
0.2
0.3
0.4
0.5
0.6
0.7
0.8
0.9
* S&P/ASX 100 companies as at 30/06/2017
Total Shareholder Return (Indexed to 100)
S&P/ASX 100 median TSR
Downer EDI TSR
Downer EDI TSR compared to S&P/ASX 100 median*
Jun
2017
Dec
2017
Jun
2018
Dec
2018
Jun
2020
Jun
2019
Dec
2019
0
50
100
150
200
250

Annual Report 2020 29
5. The Board’s Role in Remuneration
The Board engages with shareholders, management and other stakeholders as required, to continuously refine and improve executive
and Director remuneration policies and practices.
Two Board Committees deal with remuneration matters. They are the Remuneration Committee and the Nominations and Corporate
Governance Committee.
The role of the Remuneration Committee is to review and make recommendations to the Board in relation to executives in respect of:
–Executive remuneration and incentive policy
–Remuneration of senior executives of the Company
–Executive reward and its impact on risk management
–Executive incentive plans
–Equity-based incentive plans
–Superannuation arrangements
–Recruitment, retention, performance measurement and termination policies and procedures for all Key Management Personnel and
senior executives reporting directly to the Managing Director
–Disclosure of remuneration in the Company’s public materials including ASX filings and the Annual Report
–Retirement payments for all Key Management Personnel and senior executives reporting directly to the Managing Director.
The Nominations and Corporate Governance Committee is responsible for recommending and reviewing remuneration arrangements
for the Executive Director and Non-executive Directors of the Company.
Each Committee has the authority to engage external professional advisors without seeking approval of the Board or management.
During the reporting period, the Remuneration Committee retained Guerdon Associates Pty Ltd as its advisor. Guerdon Associates Pty
Ltd does not provide services to management and is considered to be independent.
Remuneration arrangements for executives of Spotless are set by the Board of Spotless. Spotless’ People and Remuneration Committee
is comprised of two independent Directors and one Director nominated by Downer.
Details of the remuneration structure and arrangements for 2020 for the Chief Executive Officer – Spotless, as established by the
Spotless Board, are outlined at section 6.7.

30 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
6. Description of Executive Remuneration
6.1 Executive remuneration structure
Executive remuneration has a fixed component and a component that varies with performance.
The variable component ensures that a proportion of pay varies with performance. Performance is assessed annually for performance
periods covering one year and three years. Payment for performance assessed over one year is an STI. Payment for performance over a
three-year period is an LTI.
In order for maximum STIs to be awarded, performance must achieve a stretch goal that is a clear margin above the planned budget for
the period. This enables the Company to attract and retain better performing executives, and ensures pay outcomes are aligned with
shareholder returns.
Target STIs are less than the maximum STI. Target STI is payable on achievement of planned objectives. For executives, the target
STI is 75% of the maximum STI. The maximum total remuneration that can be earned by an executive is capped. The maximums are
determined as a percentage of fixed remuneration.
Executive position
Target
STI % of
fixed
remuneration
Maximum
STI % of
fixed
remuneration
Maximum
LTI % of
fixed
remuneration
Maximum total
performance
based pay as a % of
fixed remuneration
Managing Director
Executives appointed prior to 2011
Executives appointed from 2011
75
75
56.25
100
100
75
100
75
50
200
175
125
The proportions of STI to LTI take into account:
–Market practice
–The service period before executives can receive equity rewards
–The behaviours that the Board seeks to encourage through direct key performance indicators
–The guideline for the Managing Director to maintain a shareholding as a multiple of pay after long-term incentive
rewards have vested.
6.2 Fixed remuneration
Fixed remuneration is the sum of salary and the direct cost of providing employee benefits, including superannuation, motor vehicles,
car parking, living away from home expenses and fringe benefits tax.
The level of remuneration is set to be able to retain proven performers and when necessary to attract the most suitable external
candidates from secure employment elsewhere.
Remuneration is benchmarked against a peer group of direct competitors and a sector peer group. While market levels of remuneration
are monitored on a regular basis, there is no contractual requirement or expectation that any adjustments will be made.
In recognition of the likely impact of the coronavirus on Downer and its people, the Managing Director, Chief Executive Officer –
New Zealand and Chief Executive Officer – Spotless decided to voluntarily reduce their fixed remuneration by 50% for the period
1 March 2020 to 30 June 2020 and the other KMP decided to voluntarily reduce their fixed remuneration by 30% for the same period.
A significant number of other executives also decided to reduce their fixed remuneration.
The funds from these voluntary remuneration reductions were used to establish a fund to provide financial assistance to Downer and
Spotless employees who are experiencing severe hardship.
Otherwise, no adjustment has been made to remuneration for the Managing Director since July 2012.

Annual Report 2020 31
6.3 Short-term Incentive
6.3.1 STI tabular summary
The following table outlines the major features of the 2020 STI plan.
Purpose of STI plan –Focus performance on drivers of shareholder value over 12-month period
–Improve Zero Harm and people related results
–Ensure a part of remuneration costs varies with the Company’s 12-month performance.
Minimum performance “gateway”
before any payments can be made
Achievement of a gateway based on budgeted Group NPATA for corporate executives and
Division EBITA for divisional heads.
Maximum STI that can be earned –KMP appointed pre-2011: up to 100% of fixed remuneration
–KMP appointed from 2011: up to 75% of fixed remuneration.
Percentage of STI that can
be earned on achieving
target expectations
75% of the maximum. For an executive to receive more, performance in excess of target
expectations will be required.
Individual
Performance Modifier (IPM)
–An IPM may be applied based on an executive’s individual key performance indicators and
relative performance
–Moderate individual performance may result in an IPM of less than 1 or outstanding
performance may result in an IPM greater than 1. The IPM must average 1 across
all participants
–Application of an IPM cannot result in an award greater than the maximum STI% level set out
in section 6.1.
Discretion to vary paymentsThe Board, in its discretion, may vary STI payments by up to + or – 100% from the payment
applicable to the level of performance achieved, up to the maximum for that executive.
Performance period1 July 2019 to 30 June 2020.
Performance assessedAugust 2020, following audit of accounts.
Additional service period
after performance period for
payment to be made
50% of the award is deferred with the first tranche of 25% vesting one year following award and
the second tranche of 25% vesting two years following award.
Payment timingSeptember 2020 for the first cash payment of 50% of the award. The deferred components
of the STI payments will be paid one and two years following the award, in equal tranches of
25% of the award.
Form of paymentCash for initial payment.
The value of deferred components will be settled in cash or shares, net of personal tax. An
eligible leaver’s deferred components will be settled in shares or in cash in the sole and absolute
discretion of the Board.
Performance requirementsGroup NPATA and divisional EBITA, FFO, Zero Harm and people measures.
Board discretionThe Board may exercise discretion to:
–Reduce partly or fully the value of the deferred components that are due to vest in certain
circumstances, including where an executive has acted inappropriately or where the Board
considers that the financial results against which the STI performance measures were tested
were incorrect in a material respect or have been reversed or restated
–Settle deferred components in shares or cash.
New recruitsNew executives (either new starts or promoted employees) are eligible to participate in the STI
in the year in which they commence in their position with a pro-rata entitlement.
Terminating executivesThere is no STI entitlement where an executive’s employment terminates prior to the end of
the financial year. Where an executive’s employment terminates prior to the vesting date, the
unvested deferred components will be forfeited. However, the Board has retained discretion to
vest deferred awards, in the form of shares or cash, in their ordinary course where the executive
is judged to be an eligible leaver.

32 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
6.3.2 STI overview
The STI plan provides for an annual payment that varies with annual performance. This has been applied to performance measured
over the Company’s financial year to 30 June 2020.
The basis of the plan is designed to align STI outcomes with financial results. No STI is paid unless a minimum profit gateway is met.
For corporate executives, the gateway is based on the Group budgeted profit target. For Divisional executives, the gateway is based
on the Division budgeted profit target. Profit for this purpose is defined as NPATA for corporate executives and EBITA for Divisional
executives. This minimum must be at a challenging level to justify the payment of STI to an executive and deliver an acceptable return
for the funds employed in running the business. Positive and negative impacts from material but unbudgeted and opportunistic
transactions are excluded from gateway assessment. Whether to exclude the impact of significant items (positive or negative) is
considered on a case by case basis.
As noted in section 6.1, the maximum STI that can be earned is capped to minimise excessive risk taking.
Deferral is a key feature as part of the STI structure. Payment of 50% of the award is paid at the time of award in cash and the remaining
50% of the award earned is deferred over two years.
The first payment of 50% of the award will be in cash after finalisation of the annual audited results. The payment of the deferred
component of the award will be in the form of two tranches, each to the value of 25% of the award.
The deferred components represent an entitlement to cash or shares, subject to the satisfaction of a continued employment condition.
The first tranche will vest one year following award and the second tranche will vest two years following award, provided an executive
remains employed by the Group at the time of vesting.
The value of deferred components will generally be settled in shares, net of applicable personal tax. This is designed to encourage
executive share ownership, and not adversely impact executives who have to meet their taxation obligations arising from the vesting
of the deferred components. However, the Board retains the discretion to vest deferred awards, in the form of shares or cash, and will
generally have regard to an executive’s individual circumstances and existing level of equity ownership.
No dividend entitlements are attached to the deferred components during the vesting period.
Where an executive ceases employment with the Group prior to the vesting date, the deferred components will be forfeited. However,
the Board has retained the discretion to vest deferred awards, in the form of shares or cash, in their ordinary course where the executive
is judged to be an eligible leaver.
6.3.3 How STI payments are assessed
Target STI plan percentage of payAn individual’s target incentive under the STI plan is expressed as a percentage of fixed
remuneration. The STI plan percentage is set according to policy tabulated in section 6.1.
Organisational or divisional
scorecard result
As a principle, “target” achievement would be represented at budget. Thresholds and
maximums are also set.
Individual Performance
Modifier (IPM)
At the end of the plan year, eligible employees are provided with an IPM against their key
performance indicators and relative performance. Individual key performance indicators are set
between the individual and the Managing Director (if reporting to the Managing Director) or the
Board (if the Managing Director) at the start of the performance period. IPMs must average to 1.
STI plan incentive calculationFixed remuneration x maximum STI plan percentage x scorecard result x IPM.

Annual Report 2020 33
6.3.4 STI performance requirements
Overall performance is assessed on Group NPATA, Divisional EBITA, FFO, Zero Harm and a measure of employee engagement.
NPATA and EBITA include joint ventures and associates and include, inter alia, changes in accounting policy. NPATA and EBITA provide
transparency on operational business performance, align with how Downer presents its results to the market and allow for easier
understanding of alignment between performance and remuneration outcomes. The Board considers this approach to be appropriate
as the Board is the ultimate decision maker for transactions that give rise to acquired intangibles that result in the amortisation expense
and the impact of amortisation of acquired intangibles, which in nature relate to long-term strategic decisions, remains reflected in
incentive outcomes through the EPS measure in the LTI plan.
FFO is defined as net cash from operating activities (i.e. EBIT plus non-cash items in operating profit plus distributions received
from JVs or associates plus movements in working capital plus movements in operating assets less net interest less tax paid),
less investing cash flow.
Zero Harm reflects Downer’s commitment to safety and environmental, social and governance matters. The Zero Harm element
includes safety and environmental measures, underscoring Downer’s commitment to customers, employees, regulators and the
communities in which it operates.
The measures for the Zero Harm element of the scorecard are as follows:
MeasureTarget
Safety
TRIFR (total recordable injury
frequency rate)
LTIFR (lost time injury
frequency rate)
Achieve TRIFR and LTIFR below defined threshold for area of responsibility. TRIFR is calculated
as the number of recordable injuries per million hours calculated over 12 months.
LTIFR is calculated as the number of lost time injuries per million hours calculated
over 12 months.
Environmental
GHG emission reductions
Review baselines and set targets for annualised GHG emission reductions to contribute towards
meeting Downer’s science-based target for areas of control.
Identify, assess and determine Return on Investment (ROI) for three opportunities for each Line
of Business that will contribute to Downer’s decarbonisation strategy.
Critical RisksConduct an operationally led review of Bow Tie analyses. Critically analyse Critical Risk control
performance and initiate a program of projects to improve the resilience of critical controls.
Zero Harm Leadership
Performance of a minimum number of Critical Risk observations by senior executives within
their business, across businesses, and in partnership with clients.
Implementation of updated Group-wide consistent policies, procedures and
supporting documents.
Should a workplace fatality or serious environmental incident occur, the relevant safety or environmental portion of the STI is foregone.
Weightings applied to the 2020 STI scorecard measures for all executives, including the Managing Director, are set out in
the table below.
ExecutiveG r o u p N PATADivisional EBITAFree cash flowZero HarmPeople
Corporate30%–30%30%10%
Business unit7. 5%22.5%30%
(7.5% Group,
22.5% Division)
30%10%
(3% Group,
7% Division)
The Board has discretion to vary STI payments by up to + or – 100% from the payment applicable to the level of performance achieved,
up to the maximum for that executive.
Specific details of STI performance outcomes are set out in section 7.3.

34 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
The Board retains the right to vary from policy in exceptional circumstances. However, any variation from policy and the reasons for it
will be disclosed.
6.4 Long-term Incentive
6.4.1 LTI tabular summary
The following table outlines the major features of the 2020 LTI plan.
Purpose of LTI plan –Focus performance on drivers of shareholder value over three-year period
–Manage risk by countering any tendency to over-emphasise short-term performance to the
detriment of longer-term growth and sustainability
–Ensure a part of remuneration costs varies with the Company’s longer-term performance.
Maximum value of equity
that can be granted
–Managing Director: 100% of fixed remuneration
–KMP appointed pre-2011: 75% of fixed remuneration
–KMP appointed from 2011: 50% of fixed remuneration.
Performance period1 July 2019 to 30 June 2022.
Performance assessedSeptember 2022.
Additional service period
after performance period
for shares to vest
Performance rights for which the relevant performance vesting condition is satisfied will not vest
unless executives remain employed with the Group on 30 June 2023.
Performance rights vestJuly 2023.
Form of award and paymentPerformance rights.
Performance conditionsThere are three performance conditions. Each applies to one-third of the performance rights granted
to each executive.
Relative TSR
The relative TSR performance condition is based on the Company’s TSR performance relative to the
TSR of companies comprising the ASX 100 index, excluding financial services companies, at the start
of the performance period, measured over the three years to 30 June 2022.
The performance vesting scale that will apply to the performance rights subject to the relative TSR
test is shown in the table below:
Downer EDI Limited’s
TSR Ranking
Percentage of performance rights subject to TSR condition
that qualify for vesting
< 50th percentile0%
50th percentile30%
Above 50th and below
75th percentile
Pro-rata so that 2.8% of the performance rights in the tranche will
vest for every 1 percentile increase between the 50th percentile and
75th percentile
75th percentile and above100%

Annual Report 2020 35
EPS growth
The EPS growth performance condition is based on the Company’s compound annual EPS growth
over the three years to 30 June 2022.
The performance vesting scale that will apply to the performance rights subject to the EPS growth
test is shown in the table below:
Downer EDI Limited’s EPS
compound annual growth
Percentage of performance rights subject to EPS condition
that qualify for vesting
< 5%0%
5%30%
Above 5% to < 10%Pro-rata so that 14% of the performance rights in the tranche will vest
for every 1% increase in EPS growth between 5% and 10%
10% or more100%
Scorecard
The Scorecard performance condition is based on the Group’s NPATA and FFO for each of the
three years to 30 June 2022. These measures are considered to be key drivers of shareholder value.
Accordingly, they have been included in the LTI plan to reward sustainable financial performance.
The performance vesting scale that will apply to the performance rights subject to the Scorecard test
is shown in the table below:
Scorecard result
Percentage of performance rights subject to Scorecard condition
that qualify for vesting
< 90%0%
90%30%
Above 90% to < 110%Pro-rata so that 3.5% of the performance rights in the tranche will vest
for every 1% increase in the Scorecard result between 90% and 110%
110% or more100%
How performance rights and
shares are acquired
The rights are issued by the Company and held by the participant subject to the satisfaction of
the vesting conditions. The number of rights held may be adjusted pro-rata, consistent with ASX
adjustment factors, for any capital restructures.
If the rights vest, executives can exercise them to receive shares that are normally acquired on-market.
The Board retains the discretion to vest awards in the form of cash.
Treatment of dividends
and voting rights on
performance rights
Performance rights do not have voting rights or accrue dividends.
Restriction on hedgingHedging of entitlements under the plan by executives is not permitted.
Restriction on tradingVested shares arising from the rights may only be traded with the approval of the Remuneration
Committee. Approval requires that trading complies with the Company’s Securities Trading Policy.
New participantsNew executives (either new starts or promoted employees) are eligible to participate in the LTI on
the first grant date applicable to all executives after they commence in their position. An additional
pro-rata entitlement if their employment commenced after the grant date in the prior calendar year
may be made on a discretionary basis.
Terminating executivesWhere an executive ceases employment with the Group prior to the vesting date, the rights will
be forfeited. However, the Board will retain the discretion to retain executives in the plan in certain
circumstances including the death, total and permanent disability or retirement of an executive. In
these circumstances, the Board will also retain the discretion to vest awards in the form of cash.

36 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
Change of controlOn the occurrence of a change of control event and providing at least 12 months of the grants’
performance period have elapsed, unvested performance rights pro rated with the elapsed service
period are tested for vesting with performance against the relevant relative TSR, EPS growth or
Scorecard requirements for that relevant period. Vesting will occur to the extent the performance
conditions are met. Performance rights that have already been tested, have met performance
requirements and are subject to the completion of the service condition, fully vest.
6.4.2 LTI overview
Executives participate in a LTI plan. This is an equity-based plan that provides for a reward that varies with Company performance over
three-year measures of performance. Three-year measures of performance are considered to be the maximum reasonable time period
for setting incentive targets for earnings per share and are generally consistent with market practice in the Company’s sector.
The payment is in the form of performance rights. The performance rights do not have any dividend entitlements or voting rights. If all
the vesting requirements are satisfied, the performance rights will vest and the executives will receive shares in the Company or cash at
the discretion of the Board.
The 2020 LTI represents an entitlement to performance rights to ordinary shares exercisable subject to satisfaction of both a
performance condition and a continued employment condition. Grants will be in three equal tranches, with each tranche subject to an
independent performance requirement. The performance requirements for each tranche will share two common features:
–Once minimum performance conditions are met, the proportion of performance rights that qualify for vesting commences at 30%
and gradually increases pro-rata with performance. This approach provides a strong motivation for meeting minimum performance,
but avoids a large “cliff” which may encourage excessive risk taking
–The maximum reward is capped at a “stretch” performance level that is considered attainable without excessive risk taking.
Performance for the 2020 LTI grants will be measured over the three-year period to 30 June 2022.
The proportion of performance rights that can vest will be calculated in September 2022, but executives will be required to remain in
service until 30 June 2023 to be eligible to receive any shares.
Where an executive ceases employment with the Group prior to the vesting date, the rights will be forfeited. However, the Board will
retain the discretion to retain executives in the plan in certain circumstances such as the death, total and permanent disability or
retirement of an executive. In these circumstances, the Board will also retain the discretion to vest awards in the form of cash.
After vesting, any shares will remain subject to a trading restriction that is governed by the Company’s Securities Trading Policy.
All unvested performance rights will be forfeited if the Board determines that an executive has committed an act of fraud, defalcation or
gross misconduct or in other circumstances at the discretion of the Board.

Annual Report 2020 37
6.4.3 Performance requirements
One tranche of performance rights in the 2020 LTI grant will
qualify for vesting subject to performance relative to other
companies, while the other two tranches of performance rights
will qualify for vesting subject to separate, independent absolute
performance requirements.
The relative performance requirement applicable to the first
tranche of performance rights is based on total shareholder
return (TSR). 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 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 will vest pro-rata between the
median and 75th percentile. That is, 30% of the tranche vest at
the 50th percentile, 32.8% at the 51st percentile, 35.6% at the
52nd percentile and so on until 100% vest at the 75th percentile.
The comparator group for the 2020 LTI grants will be the
companies, excluding financial services companies, in the ASX
100 index as at the start of the performance period on 1 July
2019. Consideration has been given to using a smaller group of
direct competitors for comparison, however:
–Limiting the comparator group to a small number of direct
competitors could result in very volatile outcomes from
period to period
–Management’s strong focus on improving the Company’s
ranking among ASX 100 companies has become embedded
in Company culture, so reinforcing this rather than trying to
dislodge it with another focus was considered desirable.
The absolute performance requirement applicable to the
second tranche of performance rights is based on Earnings per
Share (EPS) growth over the three-year performance period
to 30 June 2022. The EPS measure is based on AASB 133
Earnings per Share.
The tranche of performance rights dependent on the EPS
performance condition will vest pro-rata between 5% compound
annual EPS growth and 10% compound annual EPS growth.
Vesting applies on a pro-rata basis from 30% upon meeting
the minimum compound annual EPS growth performance level
of 5% to 100% at 10% compound annual EPS growth. Capping
reduces the tendency for excessive risk taking and volatility that
may be encouraged if the annual compound EPS growth bar
is set above 10%.
The absolute performance requirement applicable to
the third tranche of performance rights is based on the
Scorecard condition over the three-year performance period
to 30 June 2022.
The Scorecard condition is designed to:
–Strengthen retention through the setting of challenging
targets on an annual basis that reflect prevailing market
conditions, for a portion of LTI awards
–Align with the STI plan to encourage a long-term approach to
achieving annual financial performance targets
–Improve the line of sight for executives so as to increase
motivation and focus on consistent performance
–Focus on performance sustainability through reward of
consistent achievement of absolute performance targets
over the long term.
The Scorecard condition is comprised of two independent
absolute components of equal weighting. These components are
based on Group NPATA and Group FFO.
The performance of each component will be measured over the
three-year period to 30 June 2022.
NPATA and FFO targets are 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. The performance
rights will vest on a pro-rata basis from 30% upon meeting the
minimum three-year average component performance level
of 90% of target to 100% at the capped maximum three-year
average component performance level of 110% of target.
The processes and timing applicable for the Scorecard measure
are outlined below:
TimingActions
At the beginning
of the plan
Weighting of components is determined.
In 2020 the components are
equally weighted.
At the beginning of
each financial year
NPATA and FFO target performance
levels are set.
At the end of
each financial year
–Calculate actual performance
–Assess actual performance compared
to target to determine performance
percentage for the year.
At the end of
three years
–Calculate average annual performance
for each component
–Calculate award based on performance
against the vesting range.
At the end of
four years
Consider the continued service condition
and determine vesting.

38 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
6.4.4 Post-vesting shareholding guideline
The Managing Director is required to continue holding shares
after they have vested until the shareholding guideline has been
attained. This guideline requires that the Managing Director
holds vested long-term incentive shares equal in value to 100%
of his fixed remuneration. The Managing Director’s shareholding
is currently well in excess of the guideline.
The Remuneration Committee has discretion to allow
variations from this guideline requirement. The guideline
requirement has been developed to reinforce alignment with
shareholder interests.
The Board retains the right to vary from policy in exceptional
circumstances. However, any variation from policy and the
reasons for it will be disclosed.
6.5 Treatment of major transactions
Downer has delivered significant shareholder value through a
long history of strategic mergers, acquisitions and divestments.
On each occasion, the Board considers the impact of these
transactions. Where a transaction is both material and
unbudgeted, the Board considers whether it is appropriate
to adjust for its impact on the key performance indicators on
which executive performance is measured. The objective of any
adjustment is to ensure that opportunities to add value through
an opportunistic divestment or acquisition should not be
fettered by consideration of the impact on incentive payments.
That is, executives should be “no better or worse off” as a result
of the transaction. No adjustments are made for market reactions
to a transaction as the Board believes that management is
accountable for those outcomes.
The Board considers this approach to be appropriate as it:
–Ensures that executives and the Board consider these
transactions solely based on the best interests of Downer
–Means executives remain accountable for transaction
execution and post-transaction performance from the
next budget cycle
–Ensures that executives complete opportunistic transactions
that are in the long-term interests of shareholders
–Is consistent with the Board’s long-term view when
considering the value of major transactions to
Downer’s shareholders
–Ensures Downer remains agile and responsive in managing
its portfolio by pursuing opportunities as and when
they emerge rather than be constrained by the annual
budget process.
In assessing Zero Harm performance of executives, the results
of acquired businesses are excluded for a period of 12 months
post acquisition to ensure that management is accountable for
the objectives set in the annual business planning process and
in recognition that an integration period during which Downer’s
Zero Harm framework (including systems, processes, definitions
and measurement and reporting methods) is implemented
through the acquired business is appropriate. Where this
transition to Downer’s framework takes place over a longer
period due to the complexity of the implementation or the
maturity profile of the acquired business, the Board will consider
an extension to a more appropriate period. The integration of
Hawkins and Spotless into the Downer Zero Harm Framework
is ongoing. Accordingly, the Zero Harm performance of these
businesses remains excluded from Group lagging performance
measures at this time. Close attention is given to continuous
improvement of the Zero Harm performance and culture of these
businesses.
6.6 Treatment of significant items
From time to time, Downer’s performance is impacted by
significant items. Where these occur, the Board considers
whether to adjust for their impact (positive or negative) on
a case by case basis, having regard to the circumstances
relevant to each item.
The Board considers this approach to be appropriate as it
ensures that executives and the Board make decisions solely
based on the best interests of Downer.
6.7 Chief Executive Officer – Spotless
Downer has an interest of 87.8% in Spotless Group Holdings
Limited (Spotless). Remuneration arrangements for executives
of Spotless are set by the Board of Spotless. Spotless’ People
and Remuneration Committee is comprised of two independent
Directors and one Director nominated by Downer.
Following is a summary of the remuneration structure
and arrangements for FY20 for P Tompkins in his role as
Chief Executive Officer – Spotless as established by the
Spotless Board.
6.7.1 Remuneration structure
The remuneration for the CEO – Spotless has a fixed component
and a component that varies with performance.
Fixed remuneration is the sum of salary and the direct cost of
providing employee benefits, including superannuation and other
non-cash benefits.
Remuneration is benchmarked against a peer group of
competitors. While market levels of remuneration are monitored
on a regular basis, there is no contractual requirement or
expectation that any adjustments will be made.
The variable component ensures that a proportion of pay
varies with performance. Performance is assessed annually
for performance periods covering one year and three years.
Payment for performance assessed over one year is an STI.
Payment for performance assessed over three years is an LTI.
In 2018, the Spotless Board determined that it was inappropriate
to grant performance rights under the LTI, which was based on
EPS and TSR performance hurdles, due to the low level of free
float shares in Spotless and lack of trading liquidity following
the takeover by Downer. Accordingly, for 2020 the Spotless
Board determined it was appropriate that P J Tompkins – Chief
Executive Officer – Spotless participate in the Downer Group
Long-Term Incentive Plan.

Annual Report 2020 39
6.7.2 STI tabular summary
The following table outlines the major features of the Spotless 2020 STI plan.
Minimum performance “gateway”
before any payments can be made
Achievement of a gateway based on budgeted NPATA must be met before any STI
payment can be made. A further Zero Harm gateway must be met for an award for safety
performance to be made.
Maximum STI that can be earned75% of fixed remuneration.
Percentage of STI that can
be earned on achieving
target expectations
56.25% of the maximum. For an executive to receive more, performance in excess of target
expectations will be required.
Discretion to vary paymentsThe Board, in its discretion, may vary STI payments by up to + or – 50% from the payment
applicable to the level of performance achieved, up to the maximum for that executive.
Performance period1 July 2019 to 30 June 2020.
Performance assessedAugust 2020, following audit of accounts.
Additional service period
after performance period for
payment to be made
50% of the award is deferred with the first tranche of 25% vesting one year following award and
the second tranche of 25% vesting two years following award.
Payment timingSeptember 2020 for the first payment of 50% of the award. The deferred components of
the STI payments will be paid one and two years following the award, in equal tranches of
25% of the award.
Form of paymentPayments are made in cash.
Performance requirementsThe Spotless performance scorecard is comprised of the following measures:
Measure Weighting
G r o u p N PATA 7. 5%
Divisional EBITA 22.5%
Group FFO 7. 5%
Divisional FFO 22.5%
Zero Harm 30%
People 10%
Board discretionThe Board may exercise discretion to reduce partly or fully the value of the deferred
components that are due to vest in certain circumstances, including where an executive has
acted inappropriately or where the Board considers that the financial results against which
the STI performance measures were tested were incorrect in a material respect or have been
reversed or restated.
Terminating executivesThere is no STI entitlement where employment terminates prior to the end of the financial year.
Where employment terminates prior to the vesting date, the unvested deferred components will
be forfeited other than where the Spotless Board judges the executive to be an eligible leaver.
Further information on Spotless’ remuneration practices is contained in its Remuneration Report which can be found on the Spotless
website www.spotless.com.

40 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
7. Details of Executive Remuneration
7.1 Remuneration received in relation to the 2020 financial year
Executives receive a mix of remuneration during the year, comprising fixed remuneration, an STI paid in cash, and a LTI in the form of
performance rights that vest four years later, subject to meeting performance and continued employment conditions.
In recognition of the likely impact of COVID-19 on Downer and its people, the Managing Director, Chief Executive Officer – New Zealand
and Chief Executive Officer – Spotless decided to voluntarily reduce their fixed remuneration by 50% for the period 1 March 2020 to
30 June 2020 and the other KMP decided to voluntarily reduce their fixed remuneration by 30% for the same period.
The table below lists the remuneration actually received in relation to the 2020 financial year, comprising fixed remuneration, cash
STIs relating to 2020, deferred STIs payable in 2020 in respect of prior years and the value of LTI grants that vested during the 2020
financial year. This information differs to that provided in the statutory remuneration table at section 7.2 which shows the accounting
expense of LTIs and deferred STIs for 2020 determined in accordance with accounting standards rather than the value of LTI grants
that vested during the year.
Fixed
Remuneration
1

$
Cash Bonus paid
or payable in
respect of
current year
2

$
Deferred
Bonus paid
or payable in
respect of
prior years
4

$
To t a l
payments
$
Equity
that vested
during 2020
3

$
To t a l
remuneration
received
$
G A Fenn1,828,488–793,5502,622,0383,068,2305,690,268
S Cinerari1,042,861–4 87,0801,529,9411,150,5892,680,530
M J Ferguson925,001–273,9471,198,948–1,198,948
S L Killeen8 41, 591–256 ,0411,097,6 32–1,097,6 32
B C Petersen
5
165,592–327, 259492,851271,668 764,519
P J Tompkins87 7,626–215 ,4761,093,102536,9431,630,045
5,681,159–2,353,3538,034,5125,027,43013,061,942
1 Fixed remuneration comprises salary and fees, payment of leave entitlements, non-monetary benefits and superannuation payments.
2 Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2020 financial year. These comprise the 50% cash component of the
award. The remaining 50% of the total award is deferred as described in section 6.3.
3 Represents the value of restricted shares granted in previous years that vested during the year, calculated as the number of restricted shares that vested multiplied by the
closing market prices of Downer shares on the vesting date of $7.34.
4 Deferred Bonus represents the deferred cash bonus amount to be paid in September 2020, being the second deferred component of the 2018 award and the first deferred
component of the 2019 award, being 25% of each award.
5 Amounts represent the payments relating to the period during which the individual was Key Management Personnel (KMP).

Annual Report 2020 41
7.2 Remuneration of executive key management personnel required under the Corporations Act 2001 (Cth)
In recognition of the likely impact of COVID-19 on Downer and its people, the Managing Director, Chief Executive Officer – New Zealand
and Chief Executive Officer – Spotless decided to voluntarily reduce their fixed remuneration by 50% for the period 1 March 2020 to 30
June 2020 and the other KMP decided to voluntarily reduce their fixed remuneration by 30% for the same period.
2020
Short-term employee
benefits
Post-employment
benefits
Salary
and fees
$
Cash
Bonus
paid or
payable in
respect
of current
year
2
$
Deferred
Bonus
paid or
payable
4
$
Non-
monetary
$
Super-
annuation
$
Other
benefits
$
Te r m -
ination
Benefits
$
Subtotal
$
Share-
based
payment
transac-
tions
3
$
To t a l
$
G A Fenn1,490,664–451,217316,82121,003––2,279,705793,5203,073,225
S Cinerari996,497–282,75516,30130,063––1,325,616332,5561,658,172
M J Ferguson891,596–161,32812,40221,003––1,086,329208,5781,294,907
S L Killeen804,223–161,745–37, 368––1,003,336278,3691,281,705
B C Petersen
1
162,430–30,976–3,162––196,56851,454248,022
P J Tompkins843,346–116 , 5 4113,27721,003––994,167213,7661, 207,93 3
5,188,756–1,204,562358,801133,602––6,885,7211,878,2438,763,964
1 Amounts represent the expense relating to the period during which the individuals were Key Management Personnel (KMP).
2 Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2020 financial year. These comprise the 50% cash component of
the award.
3 Represents the value of vested and unvested equity expensed during the period including reversal for forfeited equity incentives and the probability of the incentives
vesting, in accordance with AASB 2 Share-based Payment, related to grants made to the executive, as outlined in section 8.3 and an estimate of the fair value of grants to be
made in respect of the 2020 financial year attributable to the period. Vesting of the majority of securities remains subject to significant performance and service conditions
as outlined in section 6.4.
4 Deferred Bonus represents the value of deferred components attributable to the 2020 financial year based on amortisation of deferred components over the period from the
commencement of the relevant performance year to the end of financial year to which payment of the relevant deferred component relates.
2019
Short-term employee
benefits
Post-employment
benefits
Salary
and fees
$
Cash
Bonus
paid or
payable in
respect
of current
year
2
$
Deferred
Bonus
paid or
payable
4
$
Non-
monetary
$
Super-
annuation
$
Other
benefits
$
Te r m -
ination
Benefits
$
Subtotal
$
Share-
based
payment
transac-
tions
3
$
To t a l
$
G A Fenn1,7 74,469746,800821,975282 , 24720,531––3,646,0221,081,1564,727,178
S Cinerari1,079,469481,580488,49225,03029,591––2,104,162421,6692,525,831
M J Ferguson904,567280,050273,48212,40220,531––1,491,032295,4001,786,432
S L Killeen824,997303,371222,58538724,750––1,376,090163,3901,539,480
D Nelson
1
312,889–––10,266–1,040,2331,363,388–1,363,388
B C Petersen1,079,469371,374325,3681,45320,531––1,798,195294,2662,092,461
P J Tompkins
1
686,640109,874149,8348,92514,571––969,844160,1081,129,952
6,662,5002,293,0492,281,736330,444140,771–1,040,23312,748,7332,415,98915,164,722
1 Amounts represent the expense relating to the period during which the individuals were Key Management Personnel (KMP).
2 Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2019 financial year. These comprise the 50% cash component of
the award.
3 Represents the value of vested and unvested equity expensed during the period including reversal for forfeited equity incentives and the probability of the incentives
vesting, in accordance with AASB 2 Share-based Payment, related to grants made to the executive, as outlined in section 8.3. Vesting of the majority of securities remains
subject to significant performance and service conditions as outlined in section 6.4.
4 Deferred Bonus represents the value of deferred components attributable to the 2019 financial year based on amortisation of deferred components over the period from the
commencement of the relevant performance year to the end of financial year to which payment of the relevant deferred component relates.

42 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
7.3 Performance related remuneration
7.3.1 Performance outcomes required under the Corporations Act 2001 (Cth)
The table below lists the proportions of remuneration paid during the year ended 30 June 2020 that are performance and
non-performance related and the proportion of STIs that were earned during the year ended 30 June 2020 due to the achievement
of the relevant performance targets.
Proportion of 2020 remuneration2020 Short-term incentive
Performance
Related
%
Non-
performance
Related
%
Paid
%
Forfeited
%
G A Fenn
1
41%59%0%100%
S Cinerari
1
37%63%0%100%
M J Ferguson29%71%0%100%
S L Killeen34%66%0%100%
P J Tompkins
1
27%73%0%100%
1 Performance related portion includes the reversal of expense for forfeited equity incentives described in section 6.4.
7.3.2 STI performance outcomes
No STI awards were made in relation to the 2020 financial year.
In order for an STI to be paid, a minimum of 90% of the budgeted profit target must be met. For corporate executives, the hurdle is
90% of the Group budgeted profit target. Profit for this purpose is defined as NPATA. For Divisional executives, the hurdle is 90% of the
Division budgeted profit target. Profit for this purpose is defined as EBITA.
Specific STI financial and commercial targets remain commercially sensitive and so have not been reported.
Regrettably, in July 2019, an employee of Otraco died as a result of an incident at our facility in Calama, Chile. Senior leaders from
the business attended the site to meet with family and colleagues to offer support. Accordingly, the STI safety gate was not met for
Corporate and the relevant business.
An employee engagement survey was not conducted in 2020 due to constraints arising from COVID-19. Accordingly, no award was
made in respect of the People measure.
The following table summarises the average performance achieved by the KMP across each element of the scorecard.
Group
N PATA
Divisional
E B I TA
Group
FFO
Divisional
FFO
Zero
HarmPeople
Weighting of scorecard elementCorporate30.030.030.010.0
Division7. 522.57. 522.530.010.0
Percentage of the element achievedCorporate0.00.012.50.0
Division
1
0.00.00.050.064.60.0
1 Performance includes the results for each Division for each element, even if the EBITA gateway was not achieved.

Annual Report 2020 43
The following table sets out the performance achieved by each KMP across each element of the scorecard.
G A Fenn and M J Ferguson
ElementMeasure
Below
ThresholdThresholdTargetMaximum
Zero HarmSafety and Environmental
PeopleEmployee engagement
FinancialP r o f i t ( N PATA )
FFO
S Cinerari
ElementMeasure
Below
ThresholdThresholdTargetMaximum
Zero HarmSafety and Environmental
PeopleEmployee engagement
FinancialP r o f i t ( N PATA )
FFO
S L Killeen
ElementMeasure
Below
ThresholdThresholdTargetMaximum
Zero HarmSafety and Environmental
PeopleEmployee engagement
FinancialP r o f i t ( N PATA / E B I TA )
FFO
P J Tompkins
ElementMeasure
Below
ThresholdThresholdTargetMaximum
Zero HarmSafety and Environmental
PeopleEmployee engagement
FinancialP r o f i t ( N PATA / E B I TA )
FFO
For 2020, the IPM was not applied to the members of the KMP as no STI awards were made.

44 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
7.3.3 LTI performance outcomes
The table below summarises LTI performance measures tested and the outcomes for each executive.
Relevant
executives
1
Relevant
LT I m e a s u r e
Performance
outcome
% LTI tranche
that vested
G A Fenn,
S Cinerari,
M J Ferguson,
B C Petersen,
P J Tompkins
2017 plan – performance period 1 July 2016 to 30 June 2019
TSR tranche – percentile ranking of
Downer’s TSR relative to the constituents
of the ASX 100 over a three-year period.
Actual performance ranked at
the 89th percentile based on a
TSR result of 121.65%.
100% became provisionally
qualified.
EPS tranche – compound annual
earnings per share growth against
absolute targets over a three-year period.
Actual performance was –0.19%.0% became provisionally qualified.
100% were forfeited.
Scorecard tranche – sustained NPAT and
FFO performance against budget over a
three-year period.
Actual performance was 94.3%
for NPAT and 162.6% for FFO.
45.1% became provisionally
qualified. 54.9% were forfeited.
G A Fenn,
S Cinerari,
M J Ferguson,
P J Tompkins
2018 plan – performance period 1 July 2017 to 30 June 2020
2
TSR tranche – percentile ranking of
Downer’s TSR relative to the constituents
of the ASX 100 over a three-year period.
Actual performance ranked at
the 18th percentile based on a
TSR result of –17.9%.
0% became provisionally qualified.
100% were forfeited.
EPS tranche – compound annual
earnings per share growth against
absolute targets over a three-year.
Actual performance was
–186.6%.
0% became provisionally qualified.
100% were forfeited.
Scorecard tranche – sustained NPAT and
FFO performance against budget over a
three-year period.
Actual performance was 41.1%
for NPAT and 49.7% for FFO.
0% became provisionally qualified.
100% were forfeited.
1 Relevant executive refers to members of the KMP who are participants in the plan tested.
2 Test outcomes for the 2018 plan are provisional and will be confirmed following release of the Company’s audited 2020 results. Accordingly, the outcomes are not reflected
in the disclosures in section 8.
7.4 Major transactions and significant items
7.4.1 Major transactions
There were no major transactions during 2020.
7.4.2 Adjustments made to incentive calculations for major transactions and significant items
The Board determined that no adjustments be made to KPI calculations for the impact of significant items.
7.5 Variances from policy
There were no variances from policy during the year.

Annual Report 2020 45
8. Executive Equity Ownership
8.1 Ordinary shares
KMP equity holdings in fully paid ordinary shares and performance rights issued by Downer EDI Limited are as follows:
Ordinary sharesPerformance rights
Balance at
1 July 2019
Net
Change
Balance at
30 June 2020
Balance at
1 July 2019
Net
Change
Balance at
30 June 2020
No.No.No.No.No.No.
G A Fenn1,164,203418 ,0151,582,2181,555,492(631,846)923,646
S Cinerari106,463156,756263,219595,766(236,943)358,823
M J Ferguson7,086(5,086)2,000236,670(4 0,0 9 3)196,577
S L Killeen2,66312,86515,528132,045–132,045
P J Tompkins94,81190,700185,511303,149(110,573)192,576
8.2 Preference shares
KMP equity holdings in fully paid preference shares issued by Works Finance (NZ) Limited, a wholly-owned subsidiary of Downer EDI
Limited, are as follows:
Preference shares
Balance at
1 July 2019
Net
change
Balance at
30 June 2020
No.No.No.
S L Killeen3,000–3,000

46 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
8.3 Options and rights
No performance options were granted by Downer EDI Limited or exercised during the 2020 financial year.
As outlined in section 6.4.1, the LTI plan for the 2020 financial year is in the form of performance rights. During the year, the LTI plan
for the 2020 financial year was approved as outlined in section 6.4 of this report; however due to ongoing restructuring of the Group,
grants of performance rights have not yet been made to KMP; however they are expected to be made in early 2021. This means that
grants in relation to 2020 and 2021 are expected to be made during the 2021 financial year.
The following table shows the number of performance rights granted by Downer EDI Limited and percentage of performance rights
that vested or were forfeited during the year for each grant that affects compensation in this or future reporting periods.
2016 Plan2017 Plan
Number of
performance
rights
1
Vested
%
Forfeited
%
Number of
performance
rights
2
Vested
%
Forfeited
%
G A Fenn711,71758.7–503,526–42.5
S Cinerari266,89458.7–188,822–42.5
M J Ferguson–––94,411–42.5
S L Killeen––––––
P J Tompkins124,55158.7–88,116–42.5
1 Grant date 30 June 2016. Expiry date is 1 July 2019. The fair value of shares granted was $3.24 per share for the EPS and Scorecard tranches and $0.97 per share for the
TSR tranche.
2 Grant date 21 June 2017. Expiry date is 1 July 2020. The fair value of shares granted was $5.29 per share for the EPS and Scorecard tranches and $4.61 per share for the
TSR tranche.
2018 Plan2019 Plan
Number of
performance
rights
1
Vested
%
Forfeited
%
Number of
performance
rights
2
Vested
%
Forfeited
%
G A Fenn332,160––301,791––
S Cinerari137,016––113,172––
M J Ferguson70,584––71,675––
S L Killeen66,240––65,805––
P J Tompkins66,432––75,448––
1 Grant date 21 June 2018. Expiry date is 1 July 2021. The fair value of shares granted was $6.12 per share for the EPS and Scorecard tranches and $3.38 per share for the
TSR tranche.
2 Grant date 3 June 2019. Expiry date is 1 July 2022. The fair value of shares granted was $5.93 per share for the EPS and Scorecard tranches and $2.22 per share for the
TSR tranche.

Annual Report 2020 47
The maximum number of performance options and rights that may vest in future years that will be recognised as share-based
payments in future years is set out in the table below:
Maximum number of shares
for the vesting year
1
202120222023
G A Fenn289,695332,160301,791
S Cinerari108,635137,016113,172
M J Ferguson54,31870,58471,675
S L Killeen–66,24065,805
P J Tompkins50,69666,43275,448
1 The quantity of performance rights that may vest in future years has been adjusted in the 2021 financial year to reflect the discount to the market price of the Company’s
shares offered to shareholders in the equity raising announced on 21 July 2020. The adjustment factor of 0.9812 is based on the theoretical ex-rights price (TERP) of
$4.18 divided by the last share price prior to the announcement of the equity raising. The quantities in this table are before this adjustment.
The maximum expense for performance options and rights that may vest in future years that will be recognised as share-based
payments in future years is set out in the table below. The amount reported is the value of share-based payments calculated in
accordance with AASB 2 Share-based Payment over the vesting period. In respect of the 2020 plan an estimated expense has been
recognised that will be trued up following formal valuation after the grants have been made.
202120222023
G A Fenn1,287,301854,348500,000
S Cinerari517,724339,131206,250
M J Ferguson301,160209,158125,000
S L Killeen278,368192,028114,763
P J Tompkins300,17 7213,586125,000
8.4 Remuneration consultants
Guerdon Associates Pty Ltd was engaged by the Board Remuneration Committee to provide remuneration advice in relation to KMP,
but did not provide the Board Remuneration Committee with remuneration recommendations as defined under Division 1, Part 1.2,
9B (1) of the Corporations Act 2001 (Cth).
The Board was satisfied that advice received was free from any undue influence by Key Management Personnel to whom the advice
may relate, because strict protocols were observed and complied with regarding any interaction between Guerdon Associates Pty Ltd
and management, and because all remuneration advice was provided to the Board Remuneration Committee chair.
9. Key Terms of Employment Contracts
9.1 Notice and termination payments
Executives are on contracts with no fixed end date.
The following table captures the notice periods applicable to termination of the employment of executives.
Termination notice period
by Downer
Termination notice period
by employee
Termination payments
payable under contract
Managing Director12 months6 months12 months
Other Executives12 months6 months12 months
Termination payments are calculated based upon total fixed remuneration at the date of termination. No payment is made for
termination due to gross misconduct.

48 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
9.2 Managing Director and Chief Executive Officer of Downer’s employment agreement
Mr Fenn was appointed as the Managing Director of Downer commencing on 30 July 2010. The following table sets out the key terms
of the Managing Director’s employment agreement.
Te r mUntil terminated by either party.
Fixed remuneration$2.0 million per annum. This has remained unchanged since July 2012.
Fixed remuneration includes superannuation and non-cash benefits but excludes entitlements to
reimbursement for Mr Fenn’s home telephone rental and call costs, home internet costs and medical, life and
salary continuance insurance. Mr Fenn may also be accompanied by his wife when travelling on business, at the
Chairman’s discretion. There was no such travel during the year.
STI opportunityMr Fenn is eligible to receive an annual STI and the maximum STI opportunity is 100% of fixed remuneration.
Any entitlement to an STI is at the discretion of the Board, having regard to performance measures and targets
developed in consultation with Mr Fenn including Downer’s financial performance, safety, people, environmental
and sustainability targets and adherence to risk management policies and practices. The Board also retains
the right to vary the STI by + or – 100% (up to the 100% maximum) based on its assessment of performance.
The STI deferral arrangements in place for KMP apply to Mr Fenn.
There is no STI entitlement where the Managing Director’s employment terminates prior to the end of the
financial year, other than in the event of a change in control or by mutual agreement.
LTI opportunityMr Fenn is eligible to participate in the annual LTI plan and the value of the award is 100% of fixed remuneration
calculated using the volume weighted average price after each year’s half yearly results announcement.
Mr Fenn’s performance requirements have been described in section 6.4.
In the event of a change of control, providing at least 12 months of a grant’s performance period have elapsed,
unvested shares and performance rights pro-rated with the elapsed service period are tested for vesting
with performance against the relevant hurdles for that period and vest, as appropriate. Shares that have
already been tested, have met performance requirements, and are subject to the completion of the service
condition, fully vest.
Te r m i n a t i o nMr Fenn can resign:
(a) By providing six months’ written notice; or
(b) Immediately in circumstances where there is a fundamental change in his role or responsibilities. In these
circumstances, Mr Fenn is entitled to a payment in lieu of 12 months’ notice.
Downer can terminate Mr Fenn’s employment:
(a) Immediately for misconduct or other circumstances justifying summary dismissal; or
(b) By providing 12 months’ written notice.
When notice is required, Downer can make a payment in lieu of notice of all or part of any notice period
(calculated based on Mr Fenn’s fixed annual remuneration).
If Mr Fenn resigns because ill health prevents him from continuing his duties, he will receive a payment in
recognition of his past services equivalent to 12 months’ fixed remuneration. At the discretion of the Board, his
shares under the LTI plan may also vest.
If Downer terminates Mr Fenn’s employment on account of redundancy, in addition to the notice (or payment
in lieu of notice) required to be given by Downer, Mr Fenn will receive a payment in recognition of his past
services equivalent to 12 months’ fixed remuneration.
If Mr Fenn resigns he will be subject to a six-month post-employment restraint in certain areas where the
Downer Group operates, where he is restricted from working for competitive businesses.
OtherThe agreement contains provisions regarding leave entitlements, duties, confidentiality, intellectual property,
moral rights and other facilitative and ancillary clauses. It also contains provisions regarding corporate
governance and a provision dealing with the Corporations Act 2001 (Cth) limits on termination benefits to be
made to Mr Fenn.

Annual Report 2020 49
10. Related Party Information
10.1 Transactions with other related parties
Transactions entered into during the year with Directors of Downer EDI Limited and the Group are within normal employee, customer
or supplier relationships on terms and conditions no more favourable than dealings in the same circumstances on an arm’s length
basis and included:
–The receipt of dividends from Downer EDI Limited
–Participation in the Long-Term Incentive Plan
–Terms and conditions of employment
–Reimbursement of expenses.
A number of Directors of the Company hold directorships in other entities. Several of these entities transacted with the Group on terms
and conditions no more favourable than those available on an arm’s length basis.
11. Description of Non-executive Director remuneration
11.1 Non-executive Director remuneration policy
Downer’s Non-executive Director remuneration policy is to provide fair remuneration that is sufficient to attract and retain Directors
with the experience, knowledge, skills and judgement to steward the Company.
In recognition of the likely impact of the coronavirus on Downer and its people, the Directors decided to voluntarily reduce their fees by
50% for the Chairman and 30% for the other Non-executive Directors for the period 1 April 2020 to 30 June 2020.
The funds from these voluntary remuneration reductions were used to establish a fund to provide financial assistance to Downer and
Spotless employees who are experiencing severe hardship.
Otherwise, there has been no change to the level of Non-executive Director fees since the prior reporting period and there will be
no changes in the 2021 financial year.
Fees for Non-executive Directors are fixed and are not linked to the financial performance of the Company. The Board believes this is
necessary for Non-executive Directors to maintain their independence.
Shareholders approved an annual aggregate cap of $2.0 million for Non-executive Director fees at the 2008 AGM. The allocation of
fees to Non-executive Directors within this cap has been determined after consideration of a number of factors, including the time
commitment of Directors, the size and scale of the Company’s operations, the skill sets of Board members, the quantum of fees paid to
Non-executive Directors of comparable companies and participation in Board Committee work.
The basis of fees and the fee pool are reviewed when new Directors are appointed to the Board, when the structure of the Board
changes, or at least every three years. Reference is made to individual Non-executive Director fee levels and workload (i.e. number of
meetings and the number of Directors) at comparably sized companies from all industries other than the financial services sector, and
the fee pools at these companies. In addition, an assessment is made on the extent of flexibility provided by the fee pool to recruit any
additional Directors for planned succession after allocation of fees to existing Directors.
The Chairman receives a base fee of $375,000 per annum (inclusive of all Committee fees) plus superannuation. The other Non-
executive Directors each receive a base fee of $150,000 per annum plus superannuation. Additional fees are paid for Committee duties:
$35,000 for the chair of the Audit and Risk Committee; and $15,000 for the chair of each of the Zero Harm Committee, Remuneration
Committee, Rail Projects Committee and Tender Risk Evaluation Committee.
Non-executive Directors are not entitled to retirement benefits. All Non-executive Directors are entitled to payment of statutory
superannuation entitlements in addition to Directors’ fees.

50 Downer EDI Limited
Directors’ Report – continued
for the year ended 30 June 2020
11.2 Non-executive Directors’ remuneration
The table below sets out the remuneration paid to Non-executive Directors for the 2020 and 2019 financial years.
In recognition of the impact of the coronavirus pandemic on the Company and its people, Directors fees were reduced for the period
1 April 2020 to 30 June 2020 by 50% for the Chairman and 30% for the other Non-executive Directors.
Short-term benefitsPost-employment benefits
Ye a r
Board fee
$
Chair fee
$
Total fees
$
Super-
annuation
$
Termination
benefits
$
To t a l
$
R M Harding2020328,125–328,12531,172–359,297
2019375,000–375,00035,625–410,625
S A Chaplain
1
202052,917–52,9175,027–57,94 4
2019150,00021,146171,14616,259–187,405
P S Garling2020138,75013,875152,62514,499–167,124
2019150,00015,000165,00015,675–180,675
T G Handicott2020138,75013,875152,62514,499–167,124
2019150,00015,000165,00015,675–180,675
N M Hollows2020138,75032,375171,12516,257–187,382
2019150,00013,854163,85415,566–179,420
C G Thorne2020138,75019,167157,91715,002–172,919
2019150,00030,000180,00017,100–197,100
P L Watson2020138,7508,583147,33313,997–161,330
201916,965–16,9651,612–18,577
1 Amounts represent the payments relating to the period during which the individual was a Non-executive Director (NED).
11.3 Equity held by Non-executive Directors
The table below sets out the equity in Downer held by Non-executive Directors for the 2020 and 2019 financial years.
20202019
Balance at
1 July 2019
Net
change
Balance at
30 June 2020
Balance at
1 July 2018
Net
change
Balance at
30 June 2019
R M Harding28,856–28,85614,21014,64628,856
P S Garling19,962–19,96216,9403,02219,962
T G Handicott14,0003,00017,00014,000–14,000
N M Hollows3,000–3,000–3,0003,000
C G Thorne82,922–82,92282,922–82,922
P L Watson–6,3296,329–––
Signed in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations Act 2001 (Cth).
On behalf of the Directors
R M Harding
Chairman
Sydney, 12 August 2020

Annual Report 2020 51
Auditor’s Independence Declaration



KPMG, an Australian partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”), a Swiss entity.

Liability limited by a scheme approved under
Professional Standards Legislation.

Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Downer EDI Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Downer EDI Limited for
the financial year ended 30 June 2020 there have been:
i. no contraventions of the auditor independence requirements as set out in the Corporations
Act 2001 in relation to the audit; and
ii. no contraventions of any applicable code of professional conduct in relation to the audit
.


KPMG
K
NI_01 
           
P__01Jpp  PAR_NAM_0
1 
PAR_POS_01  PAR_DAT_01  PAR_CIT_01           
K
Cameron Slapp
Partner

Sydney
12 August 2020


PAR_SIG_01  PAR_NAM_01  PAR_POS_01  PAR_DAT_01  PAR_CIT_01       

52 Downer EDI Limited
Independent Auditor’s Report
for the year ended 30 June 2020

KPMG, an Australian partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG
International Cooperative (“KPMG International”), a Swiss entity.

Liability limited by a scheme approved under Professional
Standards Legislation.




Independent Auditor’s Report

To the shareholders of Downer EDI Limited
Report on the audit of the Financial Report

Opinion
We have audited the
Financial Report
of
Downer EDI Limited (the Company).
In our opinion, the accompanying Financial
Report of the Company is in accordance with the
Corporations Act 2001, including:


giving a true and fair view of the
Group
’s
financial position as at 30 June 2020 and of
its financial performance for the year ended
on that date; and


complying with Australian Accounting
Standards and the Corporations Regulations
2001.
The
Financial Report
comprises:


Consolidated statement of financial position as
at 30 June 2020


Consolidated statement of profit or loss and
other comprehensive income, Consolidated
statement of changes in equity, and
Consolidated statement of cash flows for the
year then ended


Notes including a summary of significant
accounting policies


Directors’ Declaration.
The
Group
consists of the Company and the
entities it controlled at the year-end or from time to
time during the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (the Code) that are relevant to our audit of the Financial Report in
Australia. We have fulfilled our other ethical responsibilities in accordance with the Code.

Annual Report 2020 53





Key Audit Matters
The
Key Audit Matters
we identified are:


Recognition of revenue


Value of goodwill
Key Audit Matters
are those matters that, in our
professional judgement, were of most significance
in our audit of the Financial Report of the current
period.
These matters were addressed in the context of
our audit of the Financial Report as a whole, and in
forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Recognition of revenue
Refer to Note B2 ‘Revenue’ ($12,669.4m)
The key audit matter

How the matter was addressed in our audit

Recognition of revenue is a key audit matter
due to the:
•
Significance of revenue to the financial
statements; and
•
Large number of contracts with numerous
estimation events potentially occurring over
the course of the contract’s life. This
results in complex and judgemental
revenue recognition from rendering of
services and construction contracts and
therefore significant audit effort is required
to gather sufficient audit evidence for
revenue recognition.
We focused on the Group’s assessment of the
following elements of revenue recognition for
rendering of services and construction
contracts, as applicable:
•
Revisions to total expected costs for
certain events or conditions occurring
during the performance of the contract, or
are expected to occur to complete the
contract, which is difficult to estimate;
•
The Group’s assessment of when a
modification to the contract scope and/or
price for variations and claims is approved
and enforceable. The Group’s consideration
of the enforceability or approval may
include evidence that is written, oral or
implied by customary business practice and
therefore requires a degree of judgement.
The Group’s assessment of the
enforceability of variations and claims can
drive different accounting treatments,
increasing the risk of inappropriately
recognising revenue; and
Our procedures included:
•
We obtained an understanding of the Group’s
process of accounting for rendering of services
and construction contract revenues. We
considered the appropriateness of the Group’s
accounting policy for rendering of services and
construction contract revenues, including
variations and claims and variable consideration,
against the requirements of the accounting
standards. We tested key controls such as:
‒
Management’s review and approval of bid
information including estimated project
milestones, projected Earnings Before
Interest and Tax (EBIT), Net Present Value
(NPV), Return On Funds Employed (ROFE),
and potential legal risks;
‒
Management’s review of key contracts
where events or conditions have occurred
that require changes to revenue
recognition;
‒
The Group’s requirement to obtain
customer acceptance prior to billing an
invoice.
•
We selected a statistical sample of revenue
recognised and checked to customer approval
of the service being performed or cash
received.
•
We used data analytic routines to select a
sample of contracts for testing based on a
number of quantitative and qualitative factors.
These factors included contracts with significant
deterioration in margin, significant variations and
claims or variable consideration. We also
included factors which indicated to us a greater
level of judgement was required by the Group

54 Downer EDI Limited





•
The Group’s policy for the determination of
the amount of revenue recognised from
variable consideration which is highly
probable of not reversing. Variable
consideration is contingent on the Group’s
performance and includes key performance
payments, abatements offsetting revenue
under the contract and liquidated damages.
The Group's determination that variable
consideration is highly probable requires a
degree of estimation and judgement. This
increased the audit effort we applied to
gather sufficient audit evidence.

when assessing the revenue recognition based
on the estimates developed for current and
forecast contract performance. For the samples
selected, where relevant:
‒
we read the selected contract terms and
conditions to evaluate the individual
characteristics of each contract reflected in
the Group’s estimate of revenue;
‒
we assessed the estimation of total
expected costs, including cost
contingencies for contracting risks, by
challenging the Group’s project and finance
managers on their estimations. We also
checked key forecast cost assumptions to
underlying documentation such as
Enterprise Bargaining Agreements for wage
rates, salary costs and agreements with
subcontractors;
‒
we assessed the Group’s ability to forecast
margins on contracts by analysing the
accuracy of previous margin forecasts to
actual outcomes;
‒
we evaluated the Group’s assessment of
when a modification to the contract scope
and/or price for variations and claims is
approved and enforceable. This included
assessing the underlying records, legal
documents, customer correspondence and
contracts. We recalculated the amount of
revenue using the modified features of the
contract. We compared the recalculated
amounts against the amounts recorded by
the Group;
‒
we assessed the Group’s estimation of the
highly probable amount of revenue for
variations and claims. This included
comparing underlying evidence such as
timesheets, correspondence with
customers, and reports from objective time
and cost claim experts (where applicable)
for consistency with contract terms;
‒
we evaluated the Group’s legal and external
experts’ reports received on contentious
matters to identify conditions indicating
inappropriate recognition of variations and
claims. We checked the consistency of this
to the inclusion or not of an amount in the
estimates used for revenue recognition;
‒
we assessed the scope, competency and
objectivity of the legal and external experts
engaged by the Group; and
•
we evaluated the method applied by the Group
to estimate the highly probable amount of the
Independent Auditor’s Report – continued
for the year ended 30 June 2020

Annual Report 2020 55





key performance payments, liquidated damages
and abatements against the specific contract
terms. This included gathering underlying
evidence in relation to the Group’s performance
against the terms of the contract. We then
recalculated the amount of variable
consideration. We compared the recalculated
amounts to the amounts recorded by the Group
as offsets to revenue.

Value of goodwill
Refer to Note C7 ‘Intangible assets’ ($2,281.3m)
The key audit matter

How the matter was addressed in our audit

The value of goodwill is a key audit matter due
to the size of the balance (being 26.3% of total
assets) and the significant audit effort arising
from:
•
The Group having 8 groups of Cash
Generating Units (CGUs) for which the
impairment of goodwill is assessed;
•
Significantly higher estimation uncertainty
continuing from the business disruption
impact to the Spotless CGU arising from
the COVID-19 global pandemic;
•
A recorded impairment charge of $165m
against goodwill in the Spotless CGU,
increasing the sensitivity of the model to
small changes in key assumptions.
We focused on the following key forward
looking assumptions in the Group’s value in use
models and fair value less cost of disposal
models including:
•
Forecast cash flows including budgeted
EBIT - the Group experienced significant
business disruption in the Spotless CGU as
a result of the COVID-19 pandemic and
announced restructuring. The uncertainty
continuing from the business interruption
of the COVID-19 pandemic increases the
risk of inaccurate forecasts or a significantly
wider range of possible outcomes for us to
consider.

We focused on what the Group
considers to be the future Spotless
business model when assessing the
feasibility of the CGU’s forecast cashflows.
•
Discount rates – these are complicated in
nature and vary according to the conditions
and environment the specific CGU is
Our procedures included:
•
We obtained an understanding of the Group’s
goodwill impairment assessment process and
tested key controls such as the review and
approval of the budget by management and the
Board.
•
We considered the appropriateness of the value
in use and fair value less cost of disposal
(FVLCOD) methods applied by the Group to
perform the annual test of goodwill for
impairment against the requirements of the
accounting standards.
• We assessed the integrity of the value in use
and FVLCOD models used, including the
accuracy of the underlying calculation formulas.

•
We assessed the accuracy of previous Group
forecasting to inform our evaluation of forecasts
included in the value in use and FVLCOD
models. We applied increased scepticism to
current period forecasts in areas where previous
forecasts were not achieved and/or where
future uncertainty is greater or volatility is
expected.
•
We obtained the Group’s value in use models
and FVLCOD model and checked amounts to
the Board approved FY21 budget and the FY22-
FY23 business plan. We challenged the Group’s
projected cash flows by comparing the budget
and business plan to our understanding of the
business. We compared actual performance in
FY20 to the budget for FY20. We also compared
the compound annual growth rate between
FY19 and the terminal year in the models to
further challenge the projected cash flows in a
COVID-19 economic environment.