Chairman’s Address & CEO Report to Shareholders

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4 November 2021


ASX Market Announcements Office
ASX Limited
20 Bridge Street
Sydney NSW 2000


Dear Sir/Madam

RE: Downer EDI Limited 2021 Annual General Meeting

Please find attached a copy of the following documents related to the Annual General Meeting of
Downer EDI Limited to be held at 11.00am today:
• Chairman’s address to shareholders;
• Chief Executive Officer’s report; and
• Slide presentation for the meeting.

Release of this announcement is authorised by:

Robert Regan
Company Secretary




Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOWNER
www.Downergr oup .com

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DOWNER GROUP ANNUAL GENERAL MEETING 2021
CHAIRMAN’S ADDRESS AND CHIEF EXECUTIVE OFFICER’S REPORT

Chairman’s Address, Mark Chellew

Ladies and gentlemen,

I joined the Downer Board just two months ago and became Chairman last month. I believe
Downer has an excellent portfolio of businesses and I am excited about its future prospects.
If elected later in this meeting, I believe my four decades of experience in senior leadership and
governance roles will be valuable to the Board and to you as shareholders.

Unfortunately, since I joined the Board COVID-19 restrictions have significantly limited my ability to
visit Downer work sites or meet senior management face-to-face – although I have been able to
have virtual meetings with a large number of the executive team. It would therefore be premature
for me to make too many judgments about your company.

I can say, however, that I believe Downer has an industry leading Zero Harm culture. With my
background in industrial businesses, this is of paramount importance to me – as I’m sure it is to
you as shareholders.

I am also very pleased that Downer continues to improve its sustainability performance and
reporting. I believe, as with Zero Harm, Downer is an industry leader in this area. If you haven’t
already done so, I strongly encourage you to read our Sustainability Report, which is available on
our website. It includes many case studies as well as full details of our performance across the
Group.

Ladies and gentlemen, one of my first priorities as Chairman will be to continue the process of
Board renewal at Downer.

This is the f irst Downer Annual General Meeting since 2007 that hasn’t featured Mike Harding.
Mike joined the board in 2008 and became Chairman in 2010. He retired from the Downer Board at
the end of September this year, having given over 13 years’ service to your company.

Mike made an enormous contribution to Downer during a period in which the company successfully
navigated many challenges and achieved significant growth. On behalf of the Board, I thank Mike
for his leadership in positioning Downer for success in the future.

Philip Garling has been on your Board for ten years and while he is standing for re-election as a
Non-executive Director today, we have stated in the Notice of Meeting that, if re-elected, he
intends to retire during his next term as part of the process of Board renewal at Downer.

The Board has appointed a recruitment firm to assist it in this renewal process and the firm will
work closely with the Board to identify the skills that new Directors should bring to Downer and
then identify a list of candidates to be interviewed. I expect that at next year’s Annual General
Meeting there will be at least two new Non-executive Directors on your Board – and hopefully you
will be able to see them in person, not just on a screen.

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When a company appoints a new Chairman, he or she is usually asked if they support the current
corporate strategy. I confirm my support for Downer’s Urban Services strategy and congratulate
the team for successfully reshaping the Group into a focused Urban Services business with a
strong platform for long term, sustainable growth.

A lot has been achieved in relation to this strategy since last year’s Annual General Meeting,
including divestment of the non-core Mining and Laundries businesses – and Grant will have more
to say about that in his report.

Importantly, Downer’s Urban Services focus enabled the group to deliver a resilient performance
despite this year’s COVID restrictions and lockdowns in both Australia and New Zealand. Again,
Grant will provide you with more details.

I would like to thank Grant, his executive team and our people for their efforts during what has
been another very challenging 12 months. I would also like to thank you, our shareholders, for
your support for Downer during the year.

I will now hand over to Grant before I return to run through the resolutions that will be put to the
meeting.

Thank you.

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Chief Executive Officer’s Report, Grant Fenn

Thanks very much, Chairman

Ladies and gentlemen, the 2021 financial year really tested the resilience of our business and in
doing so it brought out the best in our people.

I am very proud of the way we continued to adapt and respond to the many challenges that
confronted us, particularly the myriad of ever-changing COVID-19 restrictions. It has been a
handful. That we continued to deliver for our customers in such a positive way is a testament to
this great company and I would like to take this opportunity to thank our people and our customers
for their amazing efforts during the year.

Financial year 2021 was an important year for Downer. Twelve months ago, we laid out a number
of priorities.

We said we needed to deliver strong earnings and cash in the 2021 financial year and earnings
were up 21%, cash conversion was 101% of EBITDA and margins increased by 0.7 percentage
points. Overall, it was a very solid financial performance particularly in light of COVID-19 operating
restrictions.

The Board declared a final dividend of 12 cents per share, that’s a 60% payout ratio for the second
half of the year, and full year dividends totalled 21 cents per share. And we intend to build the
dividend per share over time

We said we needed to complete the sale of our non-core assets. During the year we made very
good progress and have since announced the sale of our last mining business, Open Cut East.
The divestment of our Mining, Laundries and a large chunk of Hospitality contracts has realised
$778million in total proceeds. A very good outcome for shareholders. We have received
$537 million to date with the remainder expected to be received in the next two months.

We have taken action to change our corporate structure to improve market focus and reduce costs.
The Spotless operations are now fully integrated into Downer and we have reduced management
layers and consolidated functions for better performance.

We have recapitalised the business, reset our target capital structure and commenced a
$400 million on-market share buyback. We have so far bought back about $90 million worth of
shares under this program and we will continue buying back shares into the 2022 financial year.

Ladies and gentlemen, our Urban Services strategy focusing on Transport, Utilities and Facilities is
the right one. We are leveraged to the long-term trends of expanding population, urbanisation,
government outsourcing and now, with the Federal Government’s commitment for net zero carbon
emissions by 2050, decarbonisation of the economy.

Government is getting bigger every day and 90% of our work-in-hand – which totals more than
$35 billion – now comes from contracts with governments and owners of critical national
infrastructure in Australia and New Zealand. This compares with 56% five years ago – a huge
change.

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The Downer portfolio is now less cyclical, with lower capital requirements and stronger cash
conversion. Importantly, we have scale, diversity and financial strength.

The Chairman mentioned earlier that our sustainability reporting and performance has continued to
improve – as have our external ratings in this important area. At Downer, we believe the
increasing focus on sustainability by our customers and capital providers is a real opportunity to
differentiate ourselves.

The divestment of our Mining and Laundries assets will reduce our scope 1 and 2 emissions by
35% or 206,000 tonnes of carbon dioxide equivalent.

Downer’s technical capabilities and investment in new technologies will not only lower capital
intensity for our own business but increasingly we are helping our customers reduce their carbon
emissions.

Our Road Services business has been very successful in developing new “green” products that
use a high level of recycled or re-purposed materials from roads, road sweepings, glass and other
waste that otherwise would go straight to landfill. These products are very popular with customers,
particularly local governments. We are investing in “state of the art” manufacturing and recycling
plants that are energy efficient and can blend high levels of recycled material into our product mix.
Not only is this more sustainable environmentally but it is cost effective when compared with virgin
materials dug out of the ground. We expect more investment in recovery and re-purposing of
materials for road building and maintenance, and our Reconomy, Repurpose It and Reconophalt
service offerings put us in a very strong position.

More broadly in the transport sector, we will continue to develop smart road and rail solutions and
we are already building the new infrastructure required to support alternate fuel vehicles. All
governments and fleet owners will look to reduce energy use and we are working on the production
and trial of lower emissions trains and locomotives as well as zero emissions buses.

Our Utilities business will continue to play a role in renewable electricity generation and benefit
from the network upgrades required to support higher renewable capacity – including
transmission lines, substations and associated connections.

There are also opportunities in energy storage systems, energy efficient wastewater treatment
facilities and smart meter technology.

We will continue to maintain and upgrade existing power generation assets and we are well placed
to play a role in delivering hydrogen associated infrastructure as well as carbon capture and
underground storage.

Across the Group, you can see that Downer’s extensive capabilities are well placed for this
potentially massive decarbonisation effort that will be required to meet our net zero target. We
anticipate that State and Local Governments and major corporates will accelerate their efforts and
Downer will be there with the solutions.

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More broadly on the ESG front, we are a good corporate citizen and our corporate culture is
strong. Our workforce is diverse and we support and empower Indigenous business, culture and
education.

We work very hard to look after our people, including their mental health. We have implemented a
range of initiatives in recent years to change the conversation around mental health, reduce the
stigma associated with it, and empower our people with strategies and activities to support their
wellbeing. In May this year, we became a major partner of Beyond Blue, a leading Australian
mental health organisation. This partnership deepens our support for our people and also the
broader community, which has reached out to Beyond Blue in record numbers during the
COVID-19 pandemic.

Ladies and gentlemen, now let’s turn to financial year 2022.

When we reported our full year results in August, we stated that while we were not immune from
the impact of COVID-19 restrictions, the impact on Downer was relatively limited.

We said that we expected our core Urban Services to continue to grow in the 2022 financial year,
both in revenue and earnings.

We also noted that we were cautious of the changing nature of the COVID pandemic and the
ongoing restrictions and so we did not provide specific earnings guidance for FY22.

Soon after we reported, as you would all unfortunately understand, the Delta strain was upon us
and there was a significant increase in the severity of restrictions across Australia and New
Z ealand and this has impacted all of our businesses to varying levels.

In the core business, the most heavily impacted have been our NZ operations (with a Level 4
shutdown) and our Facilities and Asset Services with the shutdown of small scale construction and
State border closures. Of our remaining non-core businesses Hospitality has been most heavily
affected as events have been cancelled at our major venue, the MCG.

Despite the negative impacts of increased COVID-19 restrictions, the first three months of trading
for financial year 2022 (July to September) have again shown the resilience of the core Downer
business (Transport, Utilities and Facilities) with core EBITA in line with the prior year. We are
hopeful that the worst is over with restrictions on work and mobility starting to lift. Demand for our
services remains strong for the remainder of financial year 2022.

In conclusion, I would again like to thank our people, right across the Group, for their massive
contribution in financial year 2021, and also to thank you, our shareholders, for your continued
support.

I now hand the meeting back to our Chairman to discuss the items outlined in the Notice of
Meeting.

Mark Chellew
Chairman
2

Housekeeping
To vote
3

Housekeeping
To ask a written question
4
To ask an audio question

Mark Chellew
Chairman
5

Grant Fenn
Managing Director and Chief Executive Officer
6

Capital Management
Reset optimal capital structure at Net Debt /
EBITDA of 2.0-2.5x (Gearing 19%)
$400m share buy-back commenced
Sustainability
Signatory to the SBTi, committed to Net Zero by
2050in line with the 1.5C business ambition
pathway
S&P CSA Global ranked Downer in the top 15 per
cent for our industry sector
Implementation of The Downer Standard
Quality systems and IP capture
Common processes / single certification
Financial Year 2021 -Delivering on priorities
7
Deliver strong FY21 earnings and cash result
High underlying cash conversion of 101%
Increased dividend payout ratio (21cps full year)
Underlying EBITA margin improvement (+0.7bps)
Urban Services Portfolio
Total proceeds of sales at 30 June 2021 of $628m
1
w ith $510m
2
received in FY21
Refinement of corporate structure and cost base
Progressing divestment of Open Cut East
1
Includes proceeds from Laundries and Mining Divestments (Downer Blasting Services, Open Cut West, RTL joint venture, Snowden,Underground, Otraco and various equipment sales).
2
Excludes $39m deferred payments in relation to Open Cut West as at 30 June 2021 and $79m from Otraco sale which is expected to complete before December 2021.
CompleteIn progress

8
Sustainability Achievements
S&P Global Sustainability Yearbook Member and Industry Mover in 2021.
Establishment of $1.4bn syndicated sustainability linked loan facility
Environment
Signatory to the Science Based Target Initiative (SBTi), committed to Net Zero by
2050in line with the 1.5C business ambition pathway.
Increased the percentage of recycled materials in Asphalt products
Signed up to the CDP Supply Chain program
Social
Above Industry Benchmarks for safety performance LTIFR
1
0.99 & TRIFR
2
2.60
Increased number of Indigenous procurement supplier agreements
Increased Māori engagement through supplier and development programs
such as Amotaiand Māori Leadership programs (TeAra W hanake)
Maintained Gold Accreditation in Mental Health First Aid and Partnership with
Beyond Blue
Governance
Established The Downer Standard, achieved centralised third-party accreditation to
the ISO 45001 (Safety), ISO 9001 (Quality) and ISO 14001 (Environment)
Downer publishe d its inaugural Modern Slavery Statement.
1
Lost-time injury frequency rate
2
Total recordable injury frequency rate

Further investment in recovery and re-
purposing materials for road building and
maintenance (Reconomy, Repurpose It,
Reconophalt)
New infrastructure to support alternate
fuel vehicles (EV charging)
Development of smart road and rail
solutions
Construction of more climate resilient
infrastructure
Lower emissions trains and locomotives,
zero emissions buses, automated and
digitised transport systems
Energy reduction modifications on
existing transport fleets
Sustainability opportunities
TransportUtilities
Facilities
Asset Services
̶End-to-end hydrogen associated
infrastructure
̶Maintenance, shutdowns upgrades
of existing power generation assets
̶Carbon capture and underground
storage
Facilities
̶Smart integrated building
management systems (rooftop
solar, sensor technology)
̶Predictive maintenance solutions
̶Energy efficiency solutions
9
Network upgrades to support higher
renewable capacity (e.g. transmission
lines, substations and associated
connections)
Design, construction and maintenance of
renewable electricity generation (e.g. solar
and wind farms)
Microgrids and energy storage systems
Energy efficient wastewater treatment
facilities (e.g. biosolids gasification
technology)
Smart meter technology upgrades
Group
Sustainability linked finance
Support Mental Health in Downer and the community
Provide staff with opportunity for workplace giving
Support indigenous education and cultural awareness
Support diversity within Downer and the community

Capital Management
Refinanced $1.4bn Sustainability Linked Loan
$400m share buy-back ($90m purchased to date)
Sustainability Opportunities
Improvement in ratings following exit from Mining
Customer demand for decarbonisation solutions
Growth
Roads – Bolt on
Decarbonisation economy – Net Zero 2050
Financial Year 2022 -Update
10
Core Trading Update (July –Sept)
Core
3
EBITA in line with prior year
Strong Transport performance
Covidshutdown impact on NZ, Facilities & Utilities
Urban Services Portfolio
Total proceeds of sales to date of $778m
1
w ith
$537m
2
received
Divestment of Corporate, Industrial and Education
hospitality business
Divestment of Open Cut East
1
Includes proceeds from Laundries and Mining Divestments (Downer Blasting Services, Open Cut West, RTL joint venture, Snowden,Underground, Otraco and various equipment sales).
2
Excludes deferred payments in relation to Open Cut West and proceeds from the sale of Open Cut East and Otracowhich are expected to complete before December 2021.
3
Core includes Transport, Utilities and Facilities.

Mark Chellew
Chairman
11

Robert Regan
Company Secretary
12

Item 1: Financial Report, Directors’ Report
and IndependentAuditor’s Report
The Financial Report, Directors’ Report and the Independent Auditor’s Report are now open for
discussion.
There is no requirement for shareholders to approve these reports. Accordingly, item number one
is for discussion only and there will not be a vote on this item.
I remind you that only shareholders of the company or their duly appointed representatives or
proxies are permitted to ask questions.
13

Item 2a: Election of Mark Chellew
“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.”
Proxies received in relation to this motion are displayed on the screen.
14
Voted% % of all shares
For525,449,40196.9476.16
Against15,861,5732.932.30
Abstain283,807n/a0.04
Open – Useable722,0820.130.10

Item 2b: Re-election of Philip Garling
“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 elected as a Non-executive Director of Downer.”
Proxies received in relation to this motion are displayed on the screen.
15
Voted% % of all shares
For536,939,05399.0677.83
Against4,378,9700.810.63
Abstain262,133n/a0.04
Open – Useable736,7070.130 .11

Item 2c: Re-election of Nicole Hollows
“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 elected as a Non-executive Director of Downer.”
Proxies received in relation to this motion are displayed on the screen.
16
Voted% % of all shares
For536,058,42798.8977.70
Against5,292,3060.980.77
Abstain254,438n/a0.04
Open – Useable711,6920.130.10

Item 3: Adoption of Remuneration Report
“That the Remuneration Report for the year ended 30 June 2021 be adopted.”
Proxies received in relation to this item are displayed on the screen.
17
Voted% % of all shares
For525,240,42997.0876.13
Against15,119,,4302.792.19
Abstain1,238,719n/a0.18
Open – Useable697,1850.130.10

Item 4: Approval of Managing Director’s LTI
“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.”
Proxies received in relation to this item are displayed on the screen.
18
Voted% % of all shares
For537,648,77499.2077.93
Against3,637,4360.680.53
Abstain356,278n/a0.05
Open – Useable674,3750.120.10

Mark Chellew
Chairman
19

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