Announcement of buy-back – Appendix 3C

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Media/ASX and NZX Release
27 April 2021
DOWNER ANNOUNCES ON-MARKET BUY-BACK
Downer EDI Limited (Downer) announced today it intends to undertake an on-market buy-back of
up to 70.1 million shares (being approximately 10% of its shares on issue).

The Chief Executive Officer of Downer, Grant Fenn, said: “Downer believes the buy-back is the
most effective way to return the proceeds from its recent divestment program to shareholders.

“As part of our Urban Services strategy, we have announced the sale of Mining and Laundry
assets that will deliver total proceeds of $605 million,” Mr Fenn said. “We have received $476
million so far and we expect to receive the balance by the end of the 2021 calendar year.

“After considering Downer’s operating outlook, our capital structure and the proceeds from our
divestment program, we have decided to initiate an on-market buy-back of up to 10% of shares on
issue.

“Downer’s balance sheet is strong and our businesses are delivering high operating cash
conversion. We will continue to invest in these businesses and target a dividend payout ratio of
between 60% and 70% over time.”

Downer will only buy-back shares at such times and in such circumstances as it considers
beneficial to the efficient capital management of Downer and the buy-back is therefore dependent
upon the prevailing share price, market conditions, volumes and other relevant factors.

The buy-back will be within the “10/12 limit” permitted by the Corporations Act 2001 (Cth) and
therefore does not require shareholder approval. An Appendix 3C for the buy-back is attached to
this announcement.

Authorised for release by Downer’s Chief Executive Officer, Grant Fenn.


About Downer
Downer is the leading provider of integrated services in Australia and New Zealand and customers are at the
heart of everything it does. It exists to create and sustain the modern environment and its promise is to work
closely with its customers to help them succeed, using world-leading insights and solutions to design, build
and sustain assets, infrastructure and facilities. For more information visit downergroup.com.

For further information please contact:
Michael Sharp, Group Head of Corporate Affairs and Investor Relations +61 439 470 145
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOWNER
www.downergroup.com

+
See chapter 19 for defined term s.

11/01/2010 Appendix 3C Page 1
Rule 3.8A
Appendix 3C

Announcement of buy-back
(except minimum holding buy-back)

Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10


Name of entity AB N/ARSN
Downer EDI Limited 97 003 872 848

We (the entity) give ASX the following information.


Information about buy-back

1 Type of buy-back

On-Market



2
+
Class of shares/units which is
the subject of the buy-back (eg,
ordinary/preference)

Ordinary



3 Voting rights (eg, one for one)

One for one



4 Fully paid/partly paid (and if
partly paid, details of how much
has been paid and how much is
outstanding)

Fully paid



5 Number of shares/units in the
+
class on issue

701,292,354



6 Whether shareholder/unitholder
approval is required for buy-back

No



7 Reason for buy-back




Ongoing capital management

8 Any other information material
to a shareholder’s/unitholder’s
decision whether to accept the
offer (eg, details of any proposed
takeover bid)




As noted in its 2020 Notice of Annual General
Meeting, Downer is in the process of renewing
the membership of its Board, including the
transition to a new Chairman. This process is
ongoing.

On-market buy-back

9 Name of broker who will act on
the company’s behalf

Macquarie Bank; and
UBS



10
Del eted 30/ 9/ 2001.





11 If the company/trust intends to
buy back a maximum number of
shares - that number
Note: T hi s requi res a fi g ure to be i ncl uded, not
a percentag e.

Up to a maximum of 70,100,000 shares.

The Company reserves the rights to suspend or
terminate the buyback at any time.



12 If the company/trust intends to
buy back shares/units within a
period of time - that period of
time; if the company/trust
intends that the buy-back be of
unlimited duration - that
intention

Commencing no earlier than Wednesday 12 May
2021 and ending on 11 May 2022.

The Company reserves the rights to suspend or
terminate the buyback at any time.



13 If the company/trust intends to
buy back shares/units if
conditions are met - those
conditions



The Company will only buy-back shares at such
times and in such circumstances as are considered
beneficial to the efficient capital management of
the Company.


Employee share scheme buy-back

14 Number of shares proposed to be
bought back

N/a



15 Price to be offered for shares

N/a

+
See chapter 19 for defined term s.

11/01/2010 Appendix 3C Page 3
Selective buy-back
16 Name of person or description o f
class of person whose shares are
proposed to be bought back

N/a



17 Number of shares proposed to be
bought back

N/a



18 Price to be offered for shares

N/a

Equal access scheme
19 Percentage of shares proposed t o
be bought back

N/a



20 Total number of shares proposed
to be bought back if all offers ar e
accepted

N/a



21 Price to be offered for shares

N/a



22
+
Record date for participation i n
offer
Cross reference: Appendi x 7A, cl ause 9.

N/a

Compliance statement

1. The company is in compliance with all Corporations Act requirements
relevant to this buy-back.

or, for trusts only:

1. The trust is in compliance with all requirements of the Corporations Act as
modified by Class Order 07/422, and of the trust’s constitution, relevant to
this buy-back.

2. There is no information that the listing rules require to be disclosed that has
not already been disclosed, or is not contained in, or attached to, this form.


Sign here: ........................................................... Date: 27 April 2021
Company secretary

Print name: Robert Regan