Notice of Annual General Meeting/Proxy Form

Page 1 of 1

1 October 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. Notice of Annual General Meeting (AGM); and
2. Proxy Form.
Downer will hold its AGM at 11.00am (Sydney time) on Thursday, 5 November 2020.

To ensure the safety of shareholders and other participants, the AGM will be held virtually. The
Notice of Meeting includes detailed information about how shareholders can participate in the
AGM.
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

Notice is given that the Annual General Meeting of the Shareholders
of Downer EDI Limited (Downer) will be held online:
on Thursday 5 November 2020 commencing at 11.00am Sydney time (meeting).
Notice of Annual
General Meeting 2020
DOWNER EDI LIMITED Triniti Business Campus, 39 Delhi Road, North Ryde NSW 2113, PO Box 1823, North Ryde NSW 2113
T +61 2 9468 9700 | F +61 2 9813 8915 | W www.downergroup.com | ABN 97 003 872 848

2 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2020
DEAR SHAREHOLDER,
I am pleased to invite you to Downer’s 2020 Annual General Meeting (AGM) to be held at 11.00am
(Sydney time) on 5 November 2020.
In light of the COVID-19 pandemic and the potential for continued restrictions on physical gatherings,
and to ensure the safety of shareholders and other participants, our Annual General Meeting this year
will be held virtually. Participants can attend via an online platform using their computer or mobile
device and shareholders and proxyholders will be able to ask questions and vote in real time, subject
to the connectivity of their devices.
Downer’s AGM is the occasion where shareholders vote on a number of important resolutions, which
are outlined in this Notice of Meeting. It also provides shareholders with the opportunity to meet
virtually with the Board, hear from the Managing Director and CEO and ask questions.
FINANCIAL REPORT, DIRECTORS’ REPORT AND INDEPENDENT AUDITOR’S REPORT
The first item of business will be to consider and receive the Financial Report, the Directors’ Report
and the Independent Auditor’s Report for the year ended 30 June 2020.
RE-ELECTION OF DIRECTOR
The second item of business seeks approval for my re-election as an Independent
Non-executive Director.
I joined the Board in 2008 and am currently Chairman of the Board, Chairman of the Nominations and
Corporate Governance Committee, and a member of the Remuneration, Disclosure, Rail Projects,
and Tender Risk Evaluation Committees.
If re-elected, my focus will be on the long-term performance of Downer, the ongoing Board renewal
process and transition of the role of Chairman of the Board. I do not intend to seek a further term.
REMUNERATION REPORT AND PERFORMANCE RIGHTS
The third item of business seeks approval of the Remuneration Report and the fourth item of
business seeks approval of the grant of performance rights to the Managing Director as part of his
2021 financial year remuneration.
The Board has been working hard over many years to ensure that executive pay is appropriate and
aligned with the outcomes of the business. Page 22 of Downer’s Annual Report contains a covering
letter from me and the Chairman of the Remuneration Committee that sets out a summary of
Downer’s remuneration strategy and outcomes for the 2020 financial year. I ask that you consider this
letter and accompanying pages in the 2020 Annual Report when forming your views on these items
of business.
Yours sincerely,
Mike Harding
Chairman

DOWNER EDI LIMITED 3
NOTICE OF ANNUAL GENERAL MEETING 2020
ORDINARY BUSINESS
1. FINANCIAL REPORT, DIRECTORS’ REPORT AND
INDEPENDENT AUDITOR’S REPORT
To consider and receive the Financial Report, the Directors’ Report
and the Independent Auditor’s Report of Downer for the year
ended 30 June 2020.
Note:
– No resolution is required for this item of business.
2. ELECTION OF DIRECTOR
To consider and, if thought fit, pass the following ordinary
resolution:
“That Mr Mike Harding, who was appointed as an Independent
Non-executive Director of the Company on 1 July 2008 and in
accordance with Rule 3.6 of the Company’s Constitution and being
eligible, offers himself for re-election, is elected as a Non-executive
Director of Downer.”
3. ADOPTION OF REMUNERATION REPORT
To consider, and if thought fit, pass the following ordinary
resolution:
“That the Remuneration Report for the year ended 30 June 2020
be adopted.”
Notes:
– This resolution is subject to voting exclusions, which are set out
in the Explanatory Memorandum.
– This resolution is advisory only and does not bind Downer or
the Directors.
– The Directors will consider the outcome of the vote and
comments made by shareholders on the Remuneration Report
at the meeting when reviewing Downer’s remuneration policies.
If 25% or more of votes that are cast are voted against this
resolution and again at the 2021 Annual General Meeting in relation
to the 2021 Remuneration Report, shareholders will be required
to vote at the 2021 Annual General Meeting on a resolution that
another meeting be held within 90 days at which all of Downer’s
Directors (other than the Managing Director) must stand for
re-election.
A vote on this resolution must not be cast by or on behalf of a
member of the key management personnel (KMP), details of whose
remuneration are included in the Remuneration Report, or by
any of their closely related parties (such as certain of their family
members, dependants and companies they control).
However, this does not prevent those KMP or any of their closely
related parties from voting as a proxy for a person who is not a
member of the KMP or a closely related party if:
– the person specifies the way the proxy is to vote on this
resolution in the proxy form; or
– the person voting as a proxy is the Chairman and the proxy
form does not specify the way the proxy is to vote and
expressly authorises the Chairman to exercise the proxy even
if the resolution is directly or indirectly connected with the
remuneration of a member of the KMP for the Downer Group.
SPECIAL BUSINESS
4. APPROVAL OF MANAGING DIRECTOR’S LONG-TERM
INCENTIVE (LTI)
To consider and, if thought fit, pass the following ordinary
resolution:
“That approval is given to the grant of performance rights pursuant
to the Company’s LTI Plan and the acquisition of shares on
vesting by issue or by transfer as the Managing Director’s long-
term incentive for 2021 on the basis described in the Explanatory
Memorandum to this Notice of Meeting.”
Note:
– This resolution is subject to voting exclusions, which are set out
in the Explanatory Memorandum.
A member of the KMP for the Downer Group and their closely
related parties must not vote as proxy on this resolution unless
the proxy appointment specifies the way the proxy is to vote on
the resolution. However, the Chairman of the meeting may vote an
undirected proxy if the proxy appointment expressly authorises the
Chairman to exercise the proxy even if the resolution is connected
directly or indirectly with the remuneration of a member of KMP for
the Downer Group.

4 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2020
HOW TO PARTICIPATE ONLINE AND VOTE
Shareholders or their proxies, representatives or attorneys who wish
to attend online will be able to view a live webcast of the meeting,
ask the Directors questions online and submit votes in real time.
There are two ways to join the online meeting:
1. Visit https://web.lumiagm.com/370243971 on your computer,
tablet or smartphone. You will need the latest versions of
Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please
ensure your browser is compatible.
2. Join from the Lumi AGM app on your smartphone or tablet,
which can be downloaded from the App Store or Google Play.
Once there, enter the meeting code: 370-243-971.
You can join the online meeting as a securityholder, proxyholder,
or guest. Representatives and Attorneys should join the meeting
as a securityholder, using the details for their appointing company.
Guests will not be able to ask questions or vote.
Registration to join the online meeting will be open at 10.00am
(Sydney time). To register, shareholders and proxyholders will need:
– The Meeting ID, if not using the direct website link: 370-243-971
– Your Username, which is your SRN or HRN
– Your Password, which is the postcode of your registered address
for Australian residents, or the three-character country code
for overseas residents, which is available on the Computershare
virtual meeting guide.
The virtual meeting guide can be viewed by visiting:
www.computershare.com.au/virtualmeetingguide. This sets out
more detailed instructions on the platform’s functionality.
TECHNICAL DIFFICULTIES
Technical difficulties may arise during the course of the AGM. If
there is a technical difficulty affecting any online participants, the
Chairman of the meeting has discretion as to whether and how the
meeting should proceed. In exercising this discretion, the Chairman
will have regard to the number of shareholders impacted and
the extent to which participation in the business of the meeting
is affected. Where the Chairman considers it appropriate, the
Chairman may continue to hold the meeting and transact business,
including conducting a poll and voting in accordance with valid
proxy instructions. For this reason, shareholders are encouraged
to lodge a directed proxy by 11.00am (Sydney time) on Tuesday,
3 November 2020, even if they plan to participate online.
QUESTIONS AT THE MEETING
Please note, only shareholders, their proxies, attorneys or
representatives may ask questions or make comments online
once they have been verified and they will be given a reasonable
opportunity to do so. Shareholders are encouraged to lodge
questions and comments prior to the meeting.
ELIGIBILITY TO ATTEND AND VOTE
You will be eligible to attend and vote at the meeting if you are
registered as a holder of Downer shares at 7.00pm (Sydney time)
on Tuesday, 3 November 2020.
CORPORATE REPRESENTATIVES
A shareholder, or proxy, that is a corporation and entitled to
participate and vote at the AGM may appoint an individual as its
corporate representative. Evidence of the appointment of a corporate
representative must be lodged with Downer's share registry prior
to the meeting or have previously been provided. The appropriate
“Appointment of Corporate Representative” form may be obtained
from Computershare or online at http://www.investorcentre.com
under the help tab, "Printable Forms".
ATTORNEYS
A shareholder entitled to participate and vote at the AGM is
entitled to appoint an attorney to participate and vote at the AGM
on the shareholders behalf. The power of attorney appointing the
attorney must be duly signed and specify the name of each of the
shareholder, the Company and the attorney, and also specify the
meetings at which the appointment may be used. To be effective,
the power of attorney must be received by Downer's share registry
not later than 48 hours before the time for holding the meeting.
APPOINTING A PROXY
1. A proxy form is attached.
2. A member entitled to participate online and vote at the meeting
is entitled to appoint not more than two proxies.
3. Where more than one proxy is appointed, each proxy should be
appointed to represent a specified proportion of the member’s
voting rights. In the absence of such a specification, each proxy
will be entitled to exercise half the votes.
4. You may appoint either an individual or a body corporate as
your proxy. A proxy need not be a member of Downer.
5. A proxy form must be signed by the member or the member’s
attorney. Proxies given by corporations must be signed
either under section 127 of the Corporations Act 2001 (Cth)
(Corporations Act) or in accordance with the Constitution of the
Company. In the case of joint holdings, at least one of the joint
holders must sign the proxy form.
6. If you appoint the Chairman of the meeting as your proxy
and do not direct the Chairman of the meeting how to
vote on Item 3 (Adoption of Remuneration Report) or
Item 4 (Approval of Managing Director’s long-term incentive)
(which you may do by marking any one of “For”, “Against”
or “Abstain” on the proxy form for those items of business),
you will be expressly authorising the Chairman of the
meeting to exercise your proxy even if those Items are
directly or indirectly connected with the remuneration
of a member of the KMP for the Downer Group.
7. The proxy form and the power of attorney or other authority
(if any) under which it is signed (or a certified copy of the
power of attorney or authority) must be received not later
than 48 hours before the time for holding the meeting, at the
office of Downer’s share registry:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 8060 Australia
Fax: 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
Shareholders can also cast their votes online at
www.investorvote.com.au by following the prompts. To use this
facility, you will need your Shareholder Reference Number (SRN) or
Holder Identification Number (HIN) and postcode as shown on the
proxy form. You will be taken to have signed the proxy form if you
lodge it in accordance with the instructions on the website.
Custodian voting – For Intermediary Online subscribers only
(custodians) please visit www.intermediaryonline.com to submit
your voting intentions.
ANNUAL REPORT
Downer’s 2020 Annual Report is available on the Downer website
at www.downergroup.com.
ALL RESOLUTIONS WILL BE BY POLL
The Chairman of the meeting intends to call a poll on each of the
resolutions set out in this Notice of Meeting.

DOWNER EDI LIMITED 5
NOTICE OF ANNUAL GENERAL MEETING 2020
EXPLANATORY MEMORANDUM
FOR SHAREHOLDERS
The explanatory notes that follow provide important
information regarding the items of business proposed for the
Downer 2020 Annual General Meeting.
ITEM 1
FINANCIAL REPORT, DIRECTORS’ REPORT AND
INDEPENDENT AUDITOR’S REPORT
The 2020 Annual Report (which includes the Financial Report, the
Directors’ Report and the Independent Auditor’s Report) will be
presented to the meeting. Shareholders can access a copy of the
report at the Downer website, www.downergroup.com.
The Chairman will give shareholders an opportunity to ask
questions about, and make comments on, the financial statements
and reports and Downer’s performance.
Shareholders will also be given an opportunity to ask a
representative of Downer’s auditor, KPMG, questions relevant to
audit matters, including the Independent Auditor’s Report.
The Chairman will also allow a reasonable opportunity for a
representative of the auditor to answer written questions to
the auditor submitted by shareholders to Downer no later than
Thursday, 29 October 2020.
ITEM 2
ELECTION OF DIRECTOR
ITEM 2 RE-ELECTION OF MR R M HARDING
Mike Harding is a Non-executive Director who is retiring by
rotation in accordance with Downer’s Constitution. He is eligible to
be re-elected as a Director of Downer and intends to offer himself
for re-election with the unanimous support of the other Directors.
Mr Harding’s profile is set out below.
Mike Harding (71)
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 Horizon Oil Limited and a
Director of Cleanaway Waste Management Limited. He is a former
Chairman of Lynas Limited, Roc Oil Company Limited, Clough
Limited and ARC Energy Limited and a former Director of Santos
Limited.
If re-elected, Mr Harding intends to focus on the long-term
performance of Downer, the ongoing Board renewal process and
transition of the role of Chair of the Board. Mr Harding does not
intend to seek a further term.
Mr Harding holds a Masters in Science, majoring in Mechanical
Engineering.
Mr Harding lives in Sydney.
Board recommendation
The Directors, in the absence of Mr Harding, unanimously
recommend that shareholders vote in favour of this resolution, as
Mr Harding’s skills and experience (as set out above) are valuable
to the Board's existing skills and experience. Mr Harding also adds
considerable strength and leadership as Chairman of the Board
and to the Committees on which he serves, including as Chairman
of the Nominations and Corporate Governance Committee,
and as a member of the Remuneration, Disclosure, Rail Projects,
and Tender Risk Evaluation Committees.
The Chairman of the meeting intends to vote undirected proxies
in favour of this resolution.
ITEM 3
ADOPTION OF REMUNERATION REPORT
The Remuneration Report is contained in the Directors’ Report
in the 2020 Annual Report. Shareholders can access a copy
of the report at the Downer website, www.downergroup.com.
The Remuneration Report provides information about the
remuneration arrangements for KMP, which includes
Non- executive Directors and the most senior executives,
for the year to 30 June 2020.
The Remuneration Report covers the following matters:
– An introductory letter from the Chairman and Chairman
of the Remuneration Committee to shareholders
– Year in review
– Details of Key Management Personnel
– Remuneration policy, principles and practices
– Relationship between remuneration policy and company
performance
– The Board’s role in remuneration
– Description of executive remuneration
– Details of executive remuneration
– Executive equity ownership
– Key terms of employment contracts
– Related party information
– Description of Non-executive Director remuneration.
Shareholders will be given a reasonable opportunity to ask
questions about, or make comments on, the Remuneration Report.
Shareholders will be asked to vote on the Remuneration Report.
The resolution is advisory only and does not bind Downer or its
Directors. The Board will consider the outcome of the vote and
comments made by shareholders on the Remuneration Report at
the meeting when reviewing Downer’s remuneration policies.
Under the Corporations Act, if at least 25% of the votes cast on the
resolution are against the adoption of the relevant Remuneration
Report at two consecutive Annual General Meetings (each
an “AGM”, and any such potential 25% or more vote ”against”
commonly referred to as a “first strike” or “second strike”),
shareholders will be required to vote at the second of those AGMs
on a resolution that another general meeting be held within 90
days, at which all of the Company’s Directors in office at the time of
the Directors’ resolution to make the Directors’ Report containing
that second Remuneration Report (other than the Managing
Director) must stand for re-election.
At last year’s AGM the resolution to adopt the 2019 Remuneration
Report was carried with 97% of votes cast "for" the Remuneration
Report.

6 DOWNER EDI LIMITED
NOTICE OF ANNUAL GENERAL MEETING 2020
Board recommendation
The Directors unanimously recommend that shareholders vote in
favour of Item 3 (Adoption of Remuneration Report).
Voting exclusions
A vote on Item 3 (Adoption of Remuneration Report) must not be
cast by or on behalf of a member of the KMP or by any of their
closely related parties (such as certain of their family members,
dependants and companies they control).
However, this does not prevent a member of the KMP, details of
whose remuneration are included in the Remuneration Report,
or any of their closely related parties, from voting as a proxy for a
person who is not a member of those KMP or any of their closely
related parties if:
– the person specifies the way the proxy is to vote on Item 3
(Remuneration Report) in the proxy form; or
– the person voting as a proxy is the Chairman and the proxy
form does not specify the way the proxy is to vote and
expressly authorises the Chairman to exercise the proxy even
if the resolution is directly or indirectly connected with the
remuneration of a member of the KMP for the Downer Group.
If you choose to appoint a proxy, you are strongly encouraged
to direct your proxy how to vote on Item 3 (Adoption of
Remuneration Report) by marking any one of “For”, “Against”
or “Abstain” on the proxy form for that item of business. As set
out in the section on Appointing a proxy, if you have appointed
the Chairman of the meeting as your proxy and you do not mark
any of “For”, “Against” or “Abstain” on the proxy form, you will
be expressly authorising the Chairman to vote any proxies held
by him in favour of Item 3 (Adoption of Remuneration Report),
even if that item is connected directly or indirectly with the
remuneration of a member of the KMP for the Downer Group.
The Chairman of the meeting intends to vote any undirected
proxies held by him in favour of Item 3 (Adoption of Remuneration
Report).
ITEM 4
APPROVAL OF MANAGING DIRECTOR’S LONG-TERM
INCENTIVE
It is proposed to grant the Managing Director performance rights in
Downer as the Managing Director’s 2021 long-term incentive plan
(2021 LTIP) on the terms set out below (2021 Grant) and to seek
approval for that grant under ASX Listing Rule 10.14.
This approval is being sought because Listing Rule 10.14.1 provides
that a listed company must not permit a director of Downer to
acquire equity securities under an employee incentive scheme
unless it has been approved by shareholders. The 2021 Grant falls
within Listing Rule 10.14.1 above and therefore requires the approval
of Downer’s shareholders under Listing Rule 10.14.
Resolution 4 seeks the required shareholder approval to the 2021
Grant under and for the purposes of Listing Rule 10.14.
If approval is granted under ASX Listing Rule 10.14, the Company
will be permitted to issue ordinary shares in the Company to
Mr Fenn in satisfaction of its obligations under those performance
rights if and when they vest. Further, Downer will be able to
proceed with the 2021 Grant without impact on its ability to issue
up to 15% of its total ordinary securities without Shareholder
approval in any 12 month period.
PROPOSED LONG-TERM INCENTIVE FOR THE MANAGING
DIRECTOR FOR 2021
As a senior executive, Mr Grant Fenn has participated in Downer’s
long-term incentive plans (LTIPs) since 2009 and in his capacity as
Managing Director since July 2010.
Under his employment agreement with Downer as Managing
Director, Mr Fenn is entitled to be granted performance rights
each year with a maximum value equal to 100% of his annual
fixed remuneration. Performance rights are being used to
appropriately align Mr Fenn’s remuneration as Managing Director
with shareholder returns. The performance rights are subject to
long-term performance requirements and therefore only vest to Mr
Fenn if those performance requirements are met. In the event that
the resolution is not passed by shareholders, the Board intends to
provide an LTIP equivalent through an alternative mechanism in
order to meet Mr Fenn’s contractual entitlements.
In accordance with Downer’s contractual commitments, it is
proposed to grant Mr Fenn performance rights with a maximum
value of 100% of his annual fixed remuneration at the time the
quantity of performance rights is determined (as described below).
Mr Fenn’s current fixed remuneration is $2,000,000. The grant will
be in the form of performance rights which are a right to receive
fully paid Downer ordinary shares which may be purchased on-
market or issued by the Company.
Mr Fenn is also eligible to receive an annual short-term incentive
(STI) up to a maximum opportunity of 100% of his fixed
remuneration. Any entitlement to an STI is at the discretion of the
Board, having regard to performance measures and targets. There
is no STI entitlement where Mr Fenn’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.
Dividends will be paid or accumulated only from the time the
performance rights vest.
ENTITLEMENT UNDER THE 2021 GRANT
Mr Fenn will receive a grant on the same terms and at the same
time as other eligible employees.
Subject to shareholder approval being obtained, the maximum
number of performance rights granted to Mr Fenn will be 584,317
This quantity was calculated as his annual fixed remuneration
of $2,000,000 divided by $3.4228 being the daily average of the
volume weighted average price of Downer shares for the 10 trading
days following the release of Downer’s results for the year ended
30 June 2020, adjusted for the estimated value of dividends
during the vesting period that do not attach to the rights. Each
performance right will convert to one ordinary share once all
vesting conditions are met.
If shareholders approve the proposed resolution in Item 4
(Approval of Managing Director’s long-term incentive), the 2021
Grant will be made within 12 months from the date of this meeting.
Details of any securities issued under the Company’s LTI Plan will
be published in each annual report of the Company relating to a
period in which securities have been issued, and that approval for
the issue of securities was obtained under ASX Listing Rule 10.14.
Any additional persons referred to in ASX Listing Rule 10.14 who
become entitled to participate in the Company’s LTI Plan after the
resolution is approved and who are not named in this Notice of
Meeting and Explanatory Memorandum will not participate until
approval is obtained under ASX Listing Rule 10.14.

DOWNER EDI LIMITED 7
NOTICE OF ANNUAL GENERAL MEETING 2020
PRICE ON GRANT OR VESTING
No amount is payable by the Managing Director on grant or vesting
of the performance rights.
VESTING CONDITIONS
Vesting of performance rights granted under the 2021 LTIP will be
subject to:
– meeting certain performance hurdles over a specified period;
and
– continued employment with Downer over a period determined
by the Board (service period).
Mr Fenn’s proposed 2021 Grant will be divided into three equal
tranches subject to the following performance hurdles:
– relative total shareholder return (TSR);
– compound annual earnings per share (EPS) growth; and
– net profit after tax and before amortisation of acquired
intangibles (NPATA) and free cash flow (FFO) (Scorecard).
TSR is measured over the three-year performance period to 30
June 2023. TSR is calculated as the difference in share price over
the performance period, plus the value of shares earned from
reinvesting dividends received over this period, expressed as a
percentage of the share price at the beginning of the performance
period. If the TSR for each company in the comparator group
(see below) is ranked from highest to lowest, the median TSR is
the percentage return to shareholders that exceeds the TSR for
half of the comparison companies. The 75th percentile TSR is
the percentage return required to exceed the TSR for 75% of the
comparison companies.
Performance rights in the tranche to which the relative TSR
performance requirement applies vest in accordance with the
following table:
Downer’s TSR
ranking against the
comparator group
% of performance
rights subject to
the relative TSR
< 50th percentileNil
50th percentile30%
Above 50th and below
75th percentile
Straight line so that a further
2.8% of the performance rights
in the tranche will vest for every
1% increase between the 50th
percentile and 75th percentile
75th percentile and above100%
The comparator group for the 2021 Grant is the companies,
excluding financial services companies, in the ASX100 index as at
the start of the performance period on 1 July 2020.
EPS growth is measured over the three-year performance period to
30 July 2023. The EPS measure is based on AASB 133 Earnings per
Share and is externally audited.
The tranche of shares dependent on the EPS performance
condition vests pro rata between 5% compound annual EPS growth
and 10% compound annual EPS growth.
Performance rights in the tranche to which the EPS performance
requirement applies vest in accordance with the following table:
Downer’s EPS compound
annual growth
% of performance rights
subject to EPS condition
that qualify to vest
< 5%Nil
5%30%
Above 5% and below 10%Straight line so that a further
14% of the performance rights
in the tranche will vest for every
1% increase in EPS growth
between 5% and 10%
10% or more100%
The Scorecard condition will be comprised of two independent
absolute components of equal weighting. These components will
be based on Group NPATA and Group FFO. FFO is defined as net
cash flow from operating activities less investing cash flow.
The performance of each component will be measured over the
three-year period to 30 June 2023.
NPATA and FFO targets will be set at the beginning of each of
the three financial years. The performance of each component
will be assessed each year relative to the targets. Performance of
each component will be determined as the average of the annual
performance assessments for the three years.
Performance rights in the tranche to which the Scorecard
performance requirement applies vest in accordance with the
following table:
Scorecard result
% of performance rights
subject to Scorecard
condition that qualify to vest
< 90% Nil
90% 30%
Above 90% and below 110%Straight line so that a further
3.5% of the performance rights in
the tranche will vest for every 1%
increase between 90% and 110%
110% or more100%
Once some or all of the performance rights have met the vesting
conditions, the performance rights will not vest unless the Board is
satisfied there has been no conduct on the part of Mr Fenn that the
Board considers inappropriate and that the financial results against
which the performance vesting condition were tested were not
incorrect in a material respect and were not reversed or restated.
PERFORMANCE PERIOD
The performance period for the 2021 Grant will be the three years
from 1 July 2020 to 30 June 2023 and the service period will end
on 30 June 2024.
CHANGE OF CONTROL
Under the 2021 LTIP, if there is a change in control of Downer
during the performance period, provided at least 12 months of
the 2021 Grant’s performance period have elapsed, unvested
performance rights pro-rated with the elapsed performance period
are tested for vesting with performance against the relevant
performance hurdles for that period.
Performance rights that have already been tested and have met
performance requirements but remain subject to the completion of
the service period condition will fully vest.

DOWNER EDI LIMITED 8
NOTICE OF ANNUAL GENERAL MEETING 2020
Neither unvested pro-rated performance rights nor performance
rights that have already been tested and met performance
requirements will vest unless the Board is satisfied that there has
been no conduct on the part of Mr Fenn that the Board considers
inappropriate and that the financial results against which the
performance hurdles were tested were not incorrect in a material
respect and were not reversed or restated.
CESSATION OF EMPLOYMENT
Upon cessation of employment of the Managing Director for
any reason, all performance rights that have not vested by the
cessation of employment will be forfeited unless, subject to the
termination benefit provisions of the Corporations Act, the Board
exercises its discretion to permit the Managing Director to retain
performance rights by deeming him to be an “Eligible Leaver”. If
Mr Fenn is deemed to be an Eligible Leaver, he may be entitled
to retain some or all of his performance rights and these will be
tested for vesting against the Vesting Conditions other than the
Continued Employment Condition in their normal course. An
Eligible Leaver’s performance rights will be settled with fully paid
Downer ordinary shares or in cash in the Board’s sole and absolute
discretion. No performance rights will vest unless the Board is
satisfied that there has been no conduct on the part of Mr Fenn
that the Board considers inappropriate and that the financial results
against which the performance hurdles were tested were not
incorrect in a material respect and were not reversed or restated.
OTHER INFORMATION
– Mr Fenn is the only Director of the Company who is entitled to
participate in the Company’s LTI Plan
– No loan is being made to Mr Fenn in relation to the acquisition
of performance rights
– The following table shows the number of performance rights
and restricted shares that have been previously granted by
Downer to Mr Fenn under the Company’s LTI Plan
– Each of the performance rights described below are a right to
receive fully paid Downer ordinary shares on vesting. Each of
the restricted shares described below were held in trust until
vesting
– Each of the performance rights and restricted shares were
granted for nil acquisition price.
Ye a rNumber of
performance rights
Number of
restricted shares
2009–444,825
2010–95 ,410
2011–480,205
2012–464,996
2013445,682–
2014243,576–
20155 41, 920–
2016711,717–
2017509,077–
2018338,524–
2019307, 573–
2020318,175–
Board recommendation
In the view of the Non-executive Directors, it is in the best interests
of shareholders to approve the performance right-based 2021
long-term incentive grant to the Managing Director because
it appropriately aligns the Managing Director’s remuneration
with shareholder returns. Your Directors (in the absence of the
Managing Director) therefore recommend shareholders approve
the 2021 Grant and the Managing Director’s participation in the
2021 LTIP.
Voting exclusions
The Company will disregard any votes cast in favour of Item 4 by
or on behalf of:
– Mr Fenn; or
– associates of Mr Fenn.
However the Company need not disregard a vote cast in favour of
the resolution by:
– a person as proxy or attorney for a person who is entitled to
vote on the resolution, in accordance with directions given to
the proxy or attorney to vote on the resolution in that way; or
– the Chairman of the meeting as proxy or attorney for a person
who is entitled to vote on the resolution, in accordance with a
direction given to the Chairman to vote on the resolution as the
Chairman decides; or
– a holder acting solely in a nominee, trustee, custodial or other
fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
• the beneficiary provides written confirmation to the
holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting,
on the resolution; and
• the holder votes on the resolution in accordance with
directions given by the beneficiary to the holder to vote in
that way.
Shareholders should note that apart from Mr Fenn no Director is
eligible to participate in any employee incentive scheme in relation
to the Company.
If you choose to appoint a proxy, you are strongly encouraged
to direct your proxy how to vote on Item 4 (Approval of
Managing Director’s long-term incentive ) by marking any one
of “For”, “Against” or “Abstain” on the proxy form for that item
of business. As set out in the section on Appointing a proxy, if
you have appointed the Chairman of the meeting as your proxy
and you do not mark any of “For”, “Against” or “Abstain” on
the proxy form, you will be expressly authorising the Chairman
to vote any proxies held by him in favour of Item 4 (Approval
of Managing Director’s long-term incentive) even if that item
is connected directly or indirectly with the remuneration
of a member of KMP for the Downer Group.
The Chairman of the meeting intends to vote any undirected
proxies held by him in favour of Item 4 (Approval of Managing
Director’s long-term incentive).
By order of the Board
Robert Regan, Company Secretary
Sydney, 1 October 2020

SRN/HIN: I9999999999
XX
For your proxy appointment to be effective it
must be received by 11:00am (AEDT)
Tuesday, 3 November 2020.
All your securities will be voted in accordance with your directions.
YOUR VOTE IS IMPORTANT
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Proxy Form
Lodge your Proxy Form:How to Vote on Items of Business
Online:
Use your computer or smartphone to
appoint your proxy and vote at
www.investorvote.com.au or scan your
personalised QR code below using your
smartphone.
Corporate Representative
If a representative of a corporate securityholder or proxy is to attend the meeting
virtually you will need to provide the appropriate “Appointment of Corporate
Representative” prior to admission. A form may be obtained from Computershare or
online at www.investorcentre.com under the help tab, "Printable Forms".
ATTENDING THE VIRTUAL MEETING
SIGNING INSTRUCTIONS FOR POSTAL FORMS
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
By Fax:
Your secure access information is
APPOINTMENT OF PROXY
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
Control Number: 999999
PIN: 99999
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry,
please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the company (pursuant to section 204A
of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also
sign alone. Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please sign in the appropriate place to indicate the office
held. Delete titles as applicable.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes
opposite each item of business. If you do not mark a box your proxy may vote or abstain as
they choose (to the extent permitted by law). If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
percentage or number of securities you wish to vote in the For, Against or Abstain box or
boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the
meeting virtually and vote on a poll. If you appoint two proxies you must specify the
percentage of votes or number of securities for each proxy, otherwise each proxy may
exercise half of the votes. When appointing a second proxy write both names and the
percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
DOWNER EDI LIMITED
ABN 97 003 872 848
Please see participation details for a virtual meeting, outlined in the Notice of Meeting.
If you wish to attend the meeting virtually, please have this form available to assist
registration.
DOW
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000001/i12
*S00000112Q01*


I 9999999999
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to
act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to
the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Downer EDI Limited to be held as a Virtual Meeting on
Thursday, 5 November 2020 at 11:00am (AEDT) and at any adjournment or postponement of that meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the
Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy
on Items 3 and 4 (except where I/we have indicated a different voting intention in step 2) even though Items 3 and 4 are connected directly or
indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from
voting on Items 3 and 4 by marking the appropriate box in step 2.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman
of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
IND
DOW267617A
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
XX
Appoint a Proxy to Vote on Your Behalf
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
Proxy Form
Please markto indicate your directions
I/We being a member/s of Downer EDI Limited hereby appoint
the Chairman
of the Meeting
OR
PLEASE NOTE: Leave this box blank if
you have selected the Chairman of the
Meeting. Do not insert your own name(s).
Step 1
Step 2
Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
This section must be completed.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
Update your communication details
By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile NumberEmail Address
(Optional)
Signature of Securityholder(s)
Step 3
ForAgainstAbstain
2Re-election of Non-executive Director - Mr Mike Harding
3Adoption of the Remuneration Report
4Approval of Managing Director's Long Term Incentive (LTI)
Date
/ /