Notice of Annual General Meeting/Proxy Form

Pag e 1 o f 1

30 September 2021


ASX Market Announcements Office
ASX Limited
Exchange Centre
20 Bridge Street
SYDNEY NSW 2000



Dear Sir/Madam
Downer EDI Limited – Notice of Annual General Meeting and Proxy Form
Please find attached the following documents:
1. Notice of Annual General Meeting (AGM); and
2. Sample Proxy Form.
Downer will hold its AGM at 11:00am (Sydney time) on Thursday, 4 November 2021.

The AGM will be held virtually with the assistance of technology. The Notice of Meeting includes
detailed information about how shareholders can participate in the AGM.
Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary


Authorised for release by Downer’s Board of Directors.
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOWNER
www.downergroup.com

Notice of Annual
General Meeting2021
Notice is given that the Annual General Meeting of the Shareholders
of Downer EDI Limited (Downer or Company) will be held online:
on Thursday 4 November 2021 commencing at 11.00am Sydney time (meeting).
DOWNER EDI LIMITED ABN 97 003 872 848 | Triniti Business Campus, 39 Delhi Road, North Ryde NSW 2113, PO Box 1823, North Ryde NSW 2113
T +61 2 9468 9700 | F +61 2 9813 8915 | W www.downergroup.com

2 Downer EDI Limited
NOTICE OF ANNUAL GENERAL MEETING 2021
Dear Shareholder,
I am pleased to invite you to Downer’s 2021 Annual General Meeting (AGM) to be held at 11.00am
(Sydney time) on 4 November 2021. Registration will open from 10:00am (Sydney time).
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 will again 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 2021.
Election and re-election of Directors
The second item of business seeks approval for the re-election of Mr Philip Garling and
Ms Nicole Hollows as Independent Non-Executive Directors as well as my election as an
Independent Non-executive Director.
Phil Garling joined the Board in November 2011 and is currently a member of the Zero Harm and
Remuneration Committees and has previously been Chairman of the Remuneration Committee
and Rail Projects Committee and a member of the Audit and Risk Committee. Downer’s process
of Board renewal is ongoing and Mr Garling’s experience and understanding of the Company
is important at this time. If re-elected, Mr Garling intends to retire during the term.
Nicole Hollows joined the Board in June 2018 and is currently the Chairman of the Audit and Risk
Committee and a member of the of the Remuneration, Tender Risk Evaluation and Nominations
and Corporate Governance Committees.
I joined the Board in September 2021 and became the Chairman in October 2021.
With an engineering and management background, I have over 40 years’ experience in senior
leadership and governance roles in industrial businesses, including as a Chief Executive Officer,
Non-executive Director and Non-executive Chairman of large publicly listed organisations.
If elected, I look forward to working with the Board and the management team to drive value
for shareholders.
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 2022 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. The Chairman’s letter on page 21 of Downer’s Annual
Report sets out a summary of Downer’s remuneration strategy and outcomes for the 2021 financial
year. I ask that you consider this letter and accompanying pages in the 2021 Annual Report when
forming your views on these items of business.
Yours sincerely,
Mark Chellew
Chairman

NOTICE OF ANNUAL GENERAL MEETING 2021
3
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 2021.
Note:
–No resolution is required for this item of business.
2. Election and re-election of Directors
To consider and, if thought fit, pass the following ordinary
resolution:
A. “That Mr Mark Chellew who was appointed as an
Independent Non-executive Director of the Company,
effective 1 September 2021 in accordance with Rule 3.3
of the Company’s Constitution and being eligible, is elected
as a Non-executive Director of Downer.”
B. “That Mr Philip Garling, who was appointed as an
Independent Non-executive Director of the Company on
24 November 2011 and in accordance with Rule 3.6 of the
Company’s Constitution and being eligible, offers himself
for re-election, is re-elected as a Non-executive Director
of Downer.”
C. “That Ms Nicole Hollows, who was appointed as an
Independent Non-executive Director of the Company
on 19 June 2018 and in accordance with Rule 3.6 of the
Company’s Constitution and being eligible, offers herself
for re-election, is re-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 2021
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 2022 Annual General Meeting in
relation to the 2022 Remuneration Report, shareholders will
be required to vote at the 2022 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.

4 Downer EDI Limited
NOTICE OF ANNUAL GENERAL MEETING 2021
Special Business
4. Approval of Managing Director’s Long-Term Incentive
( LT I )
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 2022 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.
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.
To join the online meeting, visit https://web.lumiagm.
com/318904541 on your computer, tablet or smartphone.
You will need the latest versions of Chrome, Safari, Edge or
Firefox. Please ensure your browser is compatible.
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:
318-904-541.
–Your Username, which is your Shareholder Reference
Number (SRN) or Holder Identification Number (HIN)
(as set out in your proxy form).
–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/onlinemeetingguide. 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, 2 November 2021, 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, 2 November 2021.
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”.

NOTICE OF ANNUAL GENERAL MEETING 2021
5
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 shareholder’s 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 (LTI)) (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 3001 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 SRN or 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 2021 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.

6 Downer EDI Limited
NOTICE OF ANNUAL GENERAL MEETING 2021
Explanatory Memorandum
for Shareholders
The purpose of this Explanatory Memorandum (which is
included in and forms part of the Notice of Meeting) is to
provide Shareholders with important information regarding
the items of business proposed for the Downer 2021 Annual
General Meeting as well as assist Shareholders to determine
how they wish to vote on each resolution.
Shareholders should read the Notice of Meeting, including
this Explanatory Memorandum carefully before deciding
how to vote on the resolutions.
Item 1
Financial Report, Directors’ Report and
Independent Auditor’s Report
The 2021 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, 28 October 2021.
Item 2
Election and re-election of Directors
Item 2(A) Election of Mr Mark Chellew
Mark Chellew was appointed to the position of Non-executive
Director, effective 1 September 2021. Mr Chellew joins Downer
as an Independent Director.
Mr Chellew’s profile is set out below.
Mark Chellew (65)
Independent Non-executive Director
since September 2021
Mr Chellew has over 40 years of experience in the building
materials and related industries, including roles such as
Managing Director and Chief Executive Officer of Adelaide
Brighton Limited, Managing Director of Blue Circle Cement in the
United Kingdom and senior management positions within the
CSR group of companies in Australia and the United Kingdom. 
He is currently the Chairman of Cleanaway Waste Management
Limited and a Non-executive Director of Ampol Limited. He is
a former Non-executive Director of Virgin Australia Holdings
Limited and Infigen Energy Limited.
Mr Chellew holds a Bachelor of Science (Ceramic Engineering),
Masters of Engineering (Mechanical Engineering) and a
Graduate Diploma in Management. 
Board recommendation
The Directors, in the absence of Mr Chellew, unanimously
recommend that shareholders vote in favour of this resolution,
as Mr Chellew’s skills and experience (as set out above) are
valuable to the Board’s existing skills and experience. Mr Chellew
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,
and Tender Risk Evaluation Committees.
The Chairman of the meeting intends to vote undirected proxies
in favour of this resolution.
Item 2(B) Re-election of Mr Philip Garling
Phil Garling 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 Garling’s profile is set out below.
Phil Garling (67)
Independent Non-executive Director
since November 2011
Mr Garling has over 40 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 the NSW
electricity distributor, Essential Energy and a past President
of Water Polo Australia Limited.
Downer’s process of Board renewal is ongoing and Mr Garling’s
experience and understanding of the Company is important at this
time. If re-elected, Mr Garling intends to retire during the term.

NOTICE OF ANNUAL GENERAL MEETING 2021
7
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.
Board recommendation
The Directors, in the absence of Mr Garling, unanimously
recommend that shareholders vote in favour of this resolution,
as Mr Garling’s skills and experience (as set out above)
are valuable to the Board’s existing skills and experience.
Mr Garling also adds considerable strength and leadership to
the Committees on which he serves, being the Zero Harm and
Remuneration Committees.
The Chairman of the meeting intends to vote undirected proxies
in favour of this resolution.
Item 2(C) Re-election of Ms N M Hollows
Nicole Hollows is a Non-executive Director who is retiring
by rotation in accordance with Downer’s Constitution. She is
eligible to be re-elected as a Director of Downer and intends to
offer herself for re-election with the unanimous support of the
other Directors.
Ms Hollows’ profile is set out below.
Nicole Hollows (50)
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, a Non-executive Director of Qube Holdings Limited
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 and Managing Director of AMCI
Australia and South East Asia.
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.
Board recommendation
The Directors, in the absence of Ms Hollows, unanimously
recommend that shareholders vote in favour of this resolution,
as Ms Hollows’ skills and experience (as set out above)
are valuable to the Board’s existing skills and experience.
Ms Hollows also adds considerable strength and leadership to
the Committees on which she serves, being Chairman of the
Audit and Risk Committee and a member of the Remuneration,
Tender Risk Evaluation and Nominations and Corporate
Governance 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 2021 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 2021.
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.

8 Downer EDI Limited
NOTICE OF ANNUAL GENERAL MEETING 2021
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 2020
Remuneration Report was carried with over 99% of votes cast
“for” the Remuneration Report.
Board recommendation
The Directors unanimously recommend that shareholders vote
in favour of Item 3 (Adoption of Remuneration Report).
Voting exclusions
A vote on Item 3 (Adoption of Remuneration Report) must
not be cast by or on behalf of a member of the KMP or by any
of their closely related parties (such as certain of their family
members, dependants and companies they control).
However, this does not prevent a member of the KMP, details of
whose remuneration are included in the Remuneration Report,
or any of their closely related parties, from voting as a proxy for a
person who is not a member of those KMP or any of their closely
related parties if:
–the person specifies the way the proxy is to vote on Item 3
(Remuneration Report) in the proxy form; or
–the person voting as a proxy is the Chairman and the proxy
form 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 2022 long-term incentive
plan (2022 LTIP) on the terms set out below (2022 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 2022
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
2022 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 2022 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.

NOTICE OF ANNUAL GENERAL MEETING 2021
9
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 2022 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 374,714.
This quantity was calculated as his annual fixed remuneration
of $2,000,000 divided by $5.3374 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 2021, 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 (LTI)),
the 2022 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.
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 2022 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 2022 Grant will be divided into three equal
tranches subject to the following performance hurdles:
–relative total shareholder return (TSR);
–compound annual earnings per share growth (EPS);
–net profit after tax and before amortisation of acquired
intangibles (NPATA) and free cash flow (FFO) (Scorecard);
and
–The performance rights are not transferable, and do not
confer any right to vote or to a dividend, nor do they confer
any right to a return of capital, to participate in surplus
profits or assets of Downer, or to participate in new issues
of securities.
TSR is measured over the three-year performance period to
30 June 2024. 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 2022 Grant is the companies,
excluding financial services companies, in the ASX 100 index
as at the start of the performance period on 1 July 2021.
EPS growth is measured over the three-year performance
period to 30 July 2024. 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.

10 Downer EDI Limited
NOTICE OF ANNUAL GENERAL MEETING 2021
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 more 100%
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 2024.
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 more 100%
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 2022 Grant will be the three
years from 1 July 2021 to 30 June 2024 and the service period
will end on 30 June 2025.
Change of control
Under the 2022 LTIP, if there is a change in control of Downer
during the performance period, provided at least 12 months of
the 2022 Grant’s performance period have elapsed, unvested
performance rights pro-rated with the elapsed performance
period are tested for vesting with performance against the
relevant performance hurdles for that period.
Performance rights that have already been tested and have met
performance requirements but remain subject to the completion
of the service period condition will fully vest.
Neither unvested pro-rated performance rights nor performance
rights that have already been tested and met performance
requirements will vest unless the Board is satisfied that there
has been no conduct on the part of Mr Fenn that the Board
considers inappropriate and that the financial results against
which the performance hurdles were tested were not incorrect
in a material respect and were not reversed or restated.
Cessation of employment
Upon cessation of employment of the Managing Director for
any reason, all performance rights that have not vested by the
cessation of employment will be forfeited unless, subject to the
termination benefit provisions of the Corporations Act, the Board
exercises its discretion to permit the Managing Director to retain
performance rights by deeming him to be an “Eligible Leaver”. If
Mr Fenn is deemed to be an Eligible Leaver, he may be entitled
to retain some or all of his performance rights and these will be
tested for vesting against the Vesting Conditions other than
the Continued Employment Condition in their normal course.
An Eligible Leaver’s performance rights will be settled with fully
paid Downer ordinary shares or in cash in the Board’s sole and
absolute discretion. No performance rights will vest unless the
Board is satisfied that there has been no conduct on the part
of Mr Fenn that the Board considers inappropriate and that the
financial results against which the performance hurdles were
tested were not incorrect in a material respect and were not
reversed or restated.

NOTICE OF ANNUAL GENERAL MEETING 2021
11
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 r
Number 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–
2021584,317–
Board recommendation
In the view of the Non-executive Directors, it is in the best
interests of shareholders to approve the performance right-
based 2022 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 2022 Grant and the Managing
Director’s participation in the 2022 LTIP.
Voting exclusions
The Company will disregard any votes cast in favour of Item 4
(Approval of Managing Director’s Long-Term Incentive (LTI))
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
(LTI)) 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 (LTI)) 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 (LTI)).
By order of the Board
Robert Regan, Company Secretary
Sydney, 30 September 2021

www.downergroup.com

SRN/HIN:
For your proxy appointment to be effective it
must be received by 11:00am (AEDT)
Tuesday, 2 November 2021.
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: 185910
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.
280000_0_COSMOS_Sample_Proxy/000001/000001/i

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, 4 November 2021 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.
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
2(A)Election of Non-executive Director - Mr Mark Chellew
2(B)Re-election of Non-executive Director - Mr Philip Garling
2(C)Re-election of Non-executive Director - Ms Nicole Hollows
3Adoption of the Remuneration Report
4Approval of Managing Director's Long-Term Incentive (LTI)
Date
/ /
DOW