Annual Report to shareholders

Page 1 of 1

17 August 2022


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



Dear Sir/Madam

Please find attached the following documents:
1. Appendix 4E – results for announcement to the market for the year ended 30 June 2022;
2. 2022 Annual Report;
3. Market release dated 17 August 2022;
4. Investor Presentation; and
5. Appendix 4G – Key to Disclosures Corporate Governance Principles and
Recommendations.

Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary

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

Results for announcement to the market
for the year ended 30 June 2022
Appendix 4E
2022
2021
%
$'m
$'m
change
10,989.011,530.2
165.5
53.9
11,154.511,584.1 (3.7%)
11,987.112,234.2 (2.0%)
323.2334.8
(3.5%)
358.0401.0 (10.7%)
151.6 181.6 (16.5%)
176.4 230.0 (23.3%)
2022
2021
%
cents cents change
Basic earnings per share21.325.4 (16.1%)
Diluted earnings per share21.224.8 (14.5%)
Net tangible asset backing per ordinary share25.037.1 (32.6%)
Dividend
2022
2021
Final Final
Dividend per share (cents)12.012.0
Franked amount per share (cents) -
-
Conduit foreign income (CFI) (%)14%100%
Dividend record date31/08/202226/08/2021
Dividend payable date28/09/202223/09/2021
Redeemable Optionally Adjustable Distributing Securities (ROADS)
Dividend per ROADS (in Australian cents)2.972.88
New Zealand imputation credit percentage per ROADS 100% 100%
ROADS payment dateQuarter 1 Quarter 2 Quarter 3Quarter 4
Instalment date FY202215/09/2021 15/12/2021 15/03/2022 15/06/2022
Instalment date FY202115/09/2020 15/12/2020 15/03/2021 15/06/2021
Profit from ordinary activities after tax and before amortisation of acquired intangible
assets (NPATA)
Downer EDI's Dividend Reinvestment Plan (DRP) has been suspended.
For commentary on the results for the year and review of operations, please refer to the Directors' Report and separate media release.
Revenue from ordinary activities
Other income
Total revenue and other income from ordinary activities
Profit from ordinary activities after tax attributable to members of the parent entity
Earnings before interest and tax and amortisation of acquired intangible assets (EBITA)
Total revenue including joint ventures and other income
Earnings before interest and tax

Annual Report
2022

| Downer EDI Limited
02

Directors’ Report 6
Auditor’s Signed Reports
Auditor’s Independence Declaration 52
Independent Auditor’s Report 53
Financial Statements
Consolidated Statement of Profit or Loss and Other Comprehensive Income 61
Consolidated Statement of Financial Position 62
Consolidated Statement of Changes in Equity 63
Consolidated Statement of Cash Flows 64
Notes to the consolidated financial statements
Directors’ Declaration 125
Other information
Sustainability Performance Summary 2022 126
Corporate Governance 132
Information for Investors 144
Contents
Annual Report 2022 |03
A
About this
report
Page 65-66
B
Business
performance
Page 67-80
C
Operating assets
and liabilities
Page 81-95
D
Employee
benefits
Page 96-97
E
Capital structure
and financing
Page 98-105
F
Group
structure
Page 106-116
G
Other
Page 117-124
B1
Segment
information
C1
Reconciliation
of cash and cash
equivalents
D1
Employee benefits
E1
Borrowings
F1
Joint arrangements
and associate
entities
G1
New accounting
standards
B2
Revenue
C2
Trade receivables
and contract assets
D2
Defined
benefit plan
E2
Financing facilities
F2
Controlled entities
G2
Capital and financial
risk management
B3
Individually
significant items
C3
Inventories
D3
Key management
personnel
compensation
E3
Lease liabilities
F3
Related party
information
G3
Other financial
assets and
liabilities
B4
Earnings per share
C4
Trade payables and
contract liabilities
D4
Employee discount
share plan
E4
Commitments
F4
Parent entity
disclosures
B5
Taxation
C5
Property, plant and
equipment
E5
Issued capital
F5
Acquisition
of businesses
B6
Remuneration
of auditor
C6
Right-of-use assets
E6
Reserves
F6
Disposal of
businesses
B7
Subsequent events
C7
Intangible assets
E7
Dividends
C8
Other provisions
C9
Contingent liabilities

Highlights
Downer’s Urban Services businesses performed
well in FY22. Despite positive underlying core
markets, earnings were weighed down by the
disruptive impacts of COVID-19 and severe wet
weather on operations.
Downer reported a statutory net profit after
tax (NPAT) of $152.0 million, and an underlying
NPATA of $225.3 million.
Cash performance remains strong, with cash
conversion of 83.9% (underlying cash conversion
of 88.9%
1
).
Downer’s performance, and the continued strength
of the balance sheet, has resulted in the Board
declaring a final dividend of 12 cents per share,
taking total dividends for the year to 24 cents per
share (up 3 cents per share on prior year), unfranked.
1. The underlying cash conversion is calculated
after adjusting for cash outflows related to
FY20 items outside underlying earnings of
$22.3 million and bid costs for the Queensland
Train Manufacturing Program of $12.7 million.
2. Total revenue is a non-statutory disclosure
and includes revenue from joint ventures,
other alliances and other income.
3. Underlying EBITA and NPATA are non-IFRS
measures that are used by Management to
assess the performance of the business.
They have been calculated from the statutory
measures and underlying EBITA is reconciled to
statutory NPAT in the Directors’ Report Group
Financial Performance section on pages 12 and 13.
Total Revenue
2
$11,987.1m
Statutory EBITA
$358.0m
Underlying
3
EBITA
$399.2m
Statutory NPAT
$152.0m
Underlying
3
NPATA
$225.3m
Operating Cash Flow
$495.4m
| Downer EDI Limited
04

After successfully exiting the remaining non-core
businesses (Mining and Hospitality), Downer’s
strategy is to continue to focus on its core Urban
Services businesses. These businesses have:
– demonstrated strength and resilience
– leading market positions and attractive
medium and long-term growth opportunities
– a high proportion of government and
government-related contracts
– a capital light, services-based business model
generating lower risk, more predictable revenues
and cash flows.
The Downer Portfolio
Transport
Road Services
Rail and Transit Systems
Projects
Utilities
Telecommunications
Water
Power and Gas
Facilities
Government
Health and Education
Defence
Building
Power and Energy
Industrial and Marine
Mineral Technologies
Annual Report 2022 |05

The Directors of Downer EDI Limited submit the Annual Financial Report of the Company for the financial year ended
30 June 2022. In compliance with the provisions of the Corporations Act 2001 (Cth), the Directors’ Report is set out below.
Board of Directors
MARK PETER CHELLEW (66)
Chairman since October 2021
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 Non-executive 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.
Mr Chellew lives in the Southern Highlands of New South Wales.
GRANT ANTHONY FENN (57)
Managing Director and Chief Executive Officer since July 2010
Mr Fenn has over 30 years’ experience in operational management, strategic development and financial
management. He joined Downer in October 2009 as Chief Financial Officer and was appointed Chief
Executive Officer in July 2010.
He was previously a member of the Qantas Executive Committee, holding a number of senior roles over
14 years, as well as Chairman of Star Track Express and a Director of Australian Air Express. He worked
at KPMG for eight years before he joined Qantas.
Mr Fenn is currently a Director of Spotless Group Holdings Limited and a former Director of Sydney
Airport Limited.
Mr Fenn holds a Bachelor of Economics from Macquarie University and is a member of the Australian
Institute of Chartered Accountants.
Mr Fenn lives in Sydney.
Directors’ Report
for the year ended 30 June 2022
06
| Downer EDI Limited

MARK JAMES BINNS (66)
Independent Non-executive Director since March 2022
Mr Binns is an experienced senior executive and non-executive director with extensive experience
in New Zealand in the energy, construction and building materials sectors where he has been closely
involved in many of New Zealand’s largest infrastructure projects, including the Wiri Prison public-private
partnership, Waterview Connection, SKYCITY, Museum of New Zealand Te Papa Tongarewa and the
second Manapōuri tunnel.
Mr Binns was Chief Executive Officer of Meridian Energy from 2012 to 2017 and prior to that held several
senior roles with Fletcher Building, including as Chief Executive Officer of the Infrastructure Division where
he was responsible for the construction and heavy building materials operations in Australia, South East
Asia, India, South America, the United States and the South Pacific, as well as in New Zealand.
Mr Binns is currently Chairman of Crown Infrastructure Partners and Hynds Limited and a Non-executive
Director of Auckland International Airport and several private companies.
Mr Binns holds a Bachelor of Laws from the University of Auckland.
Mr Binns lives in Auckland.
TERESA GAYLE HANDICOTT (59)
Independent Non-executive Director since September 2016
Ms Handicott is a former corporate lawyer with over 30 years’ experience in mergers and acquisitions,
capital markets and corporate governance. She was a partner of national law firm Corrs Chambers
Westgarth for 22 years, serving as a member of its National Board for seven years including four
years as National Chairman. She also has extensive experience in governance of local and state
government organisations.
Ms Handicott is currently the Chairman of listed company PWR Holdings Limited and of Peak Services
Holdings Pty Ltd, which is the subsidiary of the Local Government Association of Queensland that is
responsible for its commercial operations. Ms Handicott is also State President of the Queensland Division
of the Australian Institute of Company Directors.
Ms Handicott is a former Director of CS Energy Limited, a former member of the Queensland University
of Technology (QUT) Council, the Takeovers Panel and Corporations and Markets Advisory Committee
and a former Associate Member of the Australian Competition and Consumer Commission.
A Senior Fellow of FINSIA, Fellow of the Australian Institute of Company Directors and Member of Chief
Executive Women, Ms Handicott holds a Bachelor of Laws (Hons) degree from the Queensland University
of Technology.
Ms Handicott lives in Brisbane.
07Directors’ Report |

NICOLE MAREE HOLLOWS (51)
Independent Non-executive Director since June 2018
Ms Hollows has 25 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, and a Non-executive Director
of Qube Holdings Limited and Chief Executive Women.
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.
Ms Hollows lives in Brisbane.
DR ADELLE MAREE HOWSE (51)
Independent Non-executive Director since April 2022
Dr Howse has extensive senior executive and non-executive experience in the infrastructure, energy
and resources, construction, data centres, telecommunication and property sectors.
Dr Howse held several senior roles with CIMIC, including Chief Strategy Officer.
Dr Howse is currently a Non-executive Director of Macquarie Telecom Group, Sydney Desalination
Plant and is Chairman of the Australian Mathematical Sciences Institute. She has previously served
on the boards of Devine Group, Design Studio Group, Ventia, Nextgen Holdings and Manila North
Tollroads Corporation.
Dr Howse holds a Bachelor of Science and Doctor of Philosophy (Mathematics) from the University
of Queensland, an executive MBA from IMD, Switzerland and a Graduate Diploma of Applied Finance
and Investment. She is a member of the Australian Institute of Company Directors.
Dr Howse lives in Sydney.
08
| Downer EDI Limited

MARK JOHN MENHINNITT (57)
Independent Non-executive Director since March 2022
Mr Menhinnitt is an experienced senior executive with extensive domestic and international experience
in large infrastructure development and urban regeneration, investment management, construction, asset
services, operations and maintenance.
Mr Menhinnitt held several senior roles over a 30-year career with Lendlease, including as Chief Executive
Officer of Lendlease Australia.
Mr Menhinnitt is currently a Non-executive Director of The GPT Group, a Non-executive Director of
Sunshine Coast Airport Pty Ltd, a member of the Australian War Memorial Development Committee and
Chairman of Fluent Property Pty Ltd.
Mr Menhinnitt holds a Bachelor of Engineering (Mechanical) and Master of Business (Applied Finance),
both from the Queensland University of Technology. He is a member of the Australian Institute of Company
Directors and a Fellow of the Governance Institute of Australia.
Mr Menhinnitt lives on the Sunshine Coast.
PETER LAWRENCE WATSON (65)
Independent Non-executive Director since May 2019
Mr Watson has extensive experience in the construction and engineering sectors in senior executive
and governance roles, including in the industrial, transport, defence, health, justice and utilities sectors.
He was Chief Executive Officer and Managing Director of Transfield Services Limited (now known as
Broadspectrum which is owned by Ventia) for ten years. During this period, he led the business through
a successful transition, cultivating a sustainable and successful public company. He also has considerable
experience in various Non-executive Director roles.
Mr Watson is currently the Non-executive Chairman of BG&E Group Limited and a Consultant of
Stephenson Mansell Group where he provides coaching and mentoring to senior executives.
Mr Watson is a former Chairman of LogiCamms Limited (now known as Verbrec), Watpac Limited, Regional
Rail Link Authority in Victoria and AssetCo Management which managed PPP assets, a former Director
of the Major Transport Infrastructure Board in Victoria, Yarra Trams and Save the Children Australia
and was a Board member of Infrastructure Australia and independent Chair of Ross River Solar Farm.
A Fellow of the Australian Academy of Technological Sciences and Engineering and member of the
Institute of Engineers Australia and Australian Institute of Company Directors, Mr Watson holds a Diploma
of Civil Engineering from the Caulfield Institute of Technology and is a Graduate of the Wharton Advanced
Management Program of the University of Pennsylvania.
Mr Watson lives on the Sunshine Coast.
RETIRED DIRECTORS
Richard Michael Harding
Independent Non-executive Director from 1 July 2008 to 30 September 2021,
Chairman from November 2010.
Philip Stuart Garling
Independent Non-executive Director from 24 November 2011 to 30 June 2022.
09Directors’ Report |

Directors’ shareholdings
The following table sets out each Director’s relevant interest (direct and indirect) in shares, debentures, and rights or options in
shares or debentures (if any) of the Company at the date of this report. No Director has any relevant interest in shares, debentures
and rights or options in shares or debentures, of a related body corporate as at the date of this report.
Director
Number of Fully
Paid Ordinary Shares
Number of Fully Paid
Performance Rights
Number of Fully Paid
Performance Options
M P Chellew18,000––
G A Fenn
1
2,049,772584,317–
M J Binns–––
T G Handicott21,100––
N M Hollows25,538––
A M Howse5,000––
M J Menhinnitt21,748––
P L Watson17,93 3––
1. Performance rights granted to Mr Fenn are subject to performance and/or service period conditions over the period 2019 to 2024. Further details regarding the
conditions relating to these restricted shares and performance rights are outlined in sections 6.4 and 9.2 of the Remuneration Report.
Company Secretary
The Company Secretarial function is responsible for ensuring
that the Company complies with its statutory duties and
maintains proper documentation, registers and records. It
also provides advice to Directors and officers about corporate
governance and gives practical effect to any decisions made
by the Board.
Mr Robert Regan was appointed Group General Counsel and
Company Secretary in January 2019. He has qualifications in
law from the University of Sydney and is an admitted solicitor
in New South Wales. Mr Regan was formerly a partner of
Corrs Chambers Westgarth and has over 30 years of experience
in legal practice.
Mr Peter Lyons was appointed joint Company Secretary in
July 2011. A member of CPA Australia and the Governance
Institute of Australia, he has qualifications in commerce from the
University of Western Sydney and corporate governance from
the Governance Institute of Australia. Mr Lyons was previously
Deputy Company Secretary and has been in financial and
secretarial roles at Downer for over 20 years.
Review of Operations
Principal Activities
Downer EDI Limited (Downer) is a leading provider of
integrated services in Australia and New Zealand. Downer
employs approximately 33,000 people, mostly in Australia
and New Zealand.
Downer operates in sectors that are closely connected to
the investment that is being driven by population growth and
urbanisation. These sectors include roads, rail, light rail, other
public transport, power, gas, water, telecommunications, health,
education, defence and other government sectors.
These sectors are served by Downer’s Urban Services
businesses – Transport, Utilities and Facilities.
These Urban Services businesses have:
§Demonstrated strength and resilience
§Leading market positions and attractive medium-term
and long-term growth opportunities
§A high proportion of government and
government-related contracts
§A capital light, services-based business model generating
lower risk, more predictable revenues and cash flows.
In the 12 months ended 30 June 2022, Downer completed the
divestment of its Mining portfolio of businesses, with the sale
of Open Cut Mining East and Otraco. During the year, Downer
also exited the majority of its Hospitality contracts.
10
| Downer EDI Limited

Sustainability
At Downer, sustainability means sustainable and profitable
growth, providing value to customers, delivering services in a
safe and environmentally responsible manner, helping its people
to be better and advancing the communities in which the
Group operates.
Downer’s commitments to sustainability are outlined
in its policies, which are accessible from the Downer
website (www.downergroup.com). The Group’s 2022
Sustainability Report details Downer’s sustainability-
related performance for the financial year ended
30 June 2022 can be found on the Company website
(www.downergroup.com/2022sustainabilityreport).
A core element of Downer’s sustainability approach is to
focus on its customers’ success. The Group’s core operating
philosophy, ‘Relationships creating success’, encapsulates this
theme. With Downer’s services impacting millions of lives every
day, the sustainability of the Group’s operations is paramount
– for its people, partners, shareholders, customers and their
customers. Downer delivers these services while managing
the impacts of its activities on people, the environment
and communities in which the Group operates and working
collaboratively with its supply chain. Downer’s extensive
capability is well-placed for the decarbonisation effort that
is required to meet Australia and New Zealand’s Net Zero
emissions target. The Group understands that its ability
to do this is fundamental to Downer’s long-term success.
Group Financial Performance
For the 12 months ended 30 June 2022, Downer reported a
decrease in total revenue and earnings before interest, tax and
amortisation of acquired intangibles (EBITA) driven by the loss
of contribution from the Mining and Laundries divestments
made in the current and prior periods. In addition, the Group’s
financial performance has been impacted by COVID-19 as well
as severe wet weather conditions as a result of La Niña.
The main features of the result for the 12 months ended
30 June 2022 were:
§Total revenue
1
of $12.0 billion, down 2.0%
§Statutory EBITA of $358.0 million, down 10.7%;
from $401.0 million
§EBITA margin of 3.0% down from 3.3% at 30 June 2021
§Statutory earnings before interest and tax (EBIT)
of $323.2 million, down 3.5%; from $334.8 million
§Statutory net profit after tax and before amortisation
of acquired intangible assets (NPATA) of $176.4 million,
down 23.3%; from $230.0 million
§Statutory net profit after tax (NPAT) of $152.0 million,
down 17.3%; from $183.7 million.
Gearing has decreased by 1.3 percentage points (pp) to 17.7%
since June 2021 reflecting the strong operating cash flows and
proceeds from the divestment program partially offset by the
impact of the share buy-back program.
Cash conversion for the year was 83.9% and 88.9% after
adjusting for $22.3 million
2
cash outflows related to items
recognised in FY20 and funded from the July 2020 capital
raising, and $12.7 million bid costs for the Queensland Train
Manufacturing Program.
Corporate costs decreased by $2.7 million or, 2.6%, to
$100.5 million as a result of portfolio restructure and cost
management, partially offset by higher information technology
security and insurance related costs.
Net finance costs decreased by $19.5 million or, 18.6%, to
$85.4 million driven by lower average debt drawn and lower
lease interest expense.
The underlying effective tax rate of 28.0% is lower than the
statutory corporate tax rate of 30.0% due to the impact of items
including non-taxable distributions from joint ventures and
lower tax rates in overseas jurisdictions (e.g. New Zealand).
Individually Significant Items (ISIs) totalled $41.2 million loss
before interest and tax for the year, ($48.9 million loss after-tax).
These ISIs relate to:
§The fair value movement of the Downer Contingent Share
Options (DCSO) issued in FY21 as part of the acquisition of
the remaining 12.2% interest in Spotless
§Divestments and exit costs
§Portfolio restructure costs
§Bid costs
§Probuild credit loss
§Gain on sale of PP&E.
Refer to Note B3 to the Financial Report for further details.
1. Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
2. Downer undertook a Non-renounceable Pro-rata Entitlement Offer, for
which the uses included the funding of payroll remediation costs and legal
settlements of New Zealand building works.
11Directors’ Report |

The table below provides a comparison of the underlying
1
earnings for FY22 versus the results for FY21 and a reconciliation to
statutory NPAT.
Underlying
1
E B I TA ( A$ m )SegmentFY22FY21
Variance
(%)
TransportTransport254.6250.21.8%
Utilities
2
Utilities73.794.8(22.3%)
Facilities
2
Facilities179.8178.60.7%
Core Urban Services Businesses508.1523.6(3.0%)
Engineering & ConstructionAll other segments–(5.1)100.0%
MiningAll other segments8.146.6(82.6%)
LaundriesFacilities–5.0(100.0%)
HospitalityFacilities(16.5)0.4<(100%)
Non-core businesses(8.4)46.9<(100%)
CorporateUnallocated(100.5)(103.2)2.6%
Group Underlying EBITA
2
399.2467. 3(14.6%)
Amortisation of acquired intangibles (pre-tax)(34.8)(66. 2)47.4%
Underlying EBIT364.4401.1(9.1%)
Net interest expense(8 5 .4)(100.6)15.1%
Tax expense(78.1)(85.6)8.8%
Underlying NPAT200.9214.9(6.5%)
Amortisation of acquired intangibles (post-tax)24.446.3(47. 3 %)
U n d e r l y i n g N PATA
3
225.3261.2(13.7%)
Items outside of underlying NPATA(41 . 2)(70.6)41.6%
Tax (expense)/benefit on items outside NPATA( 7.7 )39.4<(100%)
Statutory NPATA176.4230.0(23.3%)
Amortisation of acquired intangibles (post-tax)(24.4)(4 6 . 3)47. 3%
Statutory NPAT152.0183.7(17. 3%)
1. The underlying result is a non-IFRS measure that is used by Management to assess the performance of the business. Non-IFRS measures have not been subject to
audit or review.
2. The Group has restated the previously reported segment information for the year ended 30 June 2021 to align it with the current segment presentation.
3. Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.
Group FY22: $34.8 million, $24.4 million after-tax. (FY21: $66.2 million, $46.3 million after-tax).
12
| Downer EDI Limited

Statutory earnings
Statutory earnings before interest and tax (EBIT) of $323.2 million, down 3.5%; from $334.8 million.
Statutory EBITA of $358.0 million, down 10.7%, from $401.0 million.
Underlying EBITA of $399.2 million, down 14.6%; from $467.3 million.
A reconciliation of the FY22 underlying result to the statutory result is provided in the table below:
A$mE B I TA
Net Interest
expense
Ta x
expenseN PATA
Amortisation
of acquired
intangibles
(post-tax)N PAT
Underlying result399.2(85.4)(88.5)225.3(24.4)200.9
Fair value on Downer Contingent
Share Options (DCSO)
1
3.7––3.7–3.7
Divestments and exit costs(75.8)–5.0(70.8)–(70.8)
Portfolio restructure costs( 7.6)–2.3(5.3)–(5.3)
Bid costs
2
(12.7)–3.8(8.9)–(8.9)
Probuild credit loss(34.6)–6.9(27.7 )–(27.7 )
Gain on sale of PP&E85.8–(25.7)60.1–60.1
Total items outside underlying result(41.2)–( 7.7)(48.9)–(48.9)
Statutory result – Profit/(loss)358.0(85.4)(96.2)176.4(24.4)152.0
1. The Downer Contingent Share Options (DCSO) issued as part of the acquisition of the minority interest in Spotless in August 2020 are required to be recorded
at fair value with changes in fair value recorded through profit or loss. Since 30 June 2021, the fair value of the DCSO has decreased by $3.7 million, which has been
recognised in ‘Other income’ in the Consolidated Statement of Profit or Loss and Other Comprehensive Income during the year. This income is primarily driven by
the decrease in Downer’s share price from $5.59 at 30 June 2021 to $5.05 at 30 June 2022.
2. Downer is in the process of tendering for the State of Queensland Train Manufacturing Program, for which a net $12.7 million in bid costs were expensed during the year.
Refer to Note B3 to the Financial Report for further details.
Expenses
Total expenses decreased by 3.6%, or $410.5 million
compared to the prior corresponding period (pcp) and
includes $153.7 million of items outside the underlying result,
while the pcp included $77.0 million of ISIs.
Excluding these items, total expenses in FY22 decreased by
4.4%, or $487.2 million.
Downer’s cost base (including ISIs) by type of expense
compared to the pcp is as follows:
FY22 (%)FY21 (%)
 Employee benefits
 Subcontractor
 Raw materials and
consumables used
 Plant and equipment,
depreciation and amortisation,
impairment of assets
 Other expenses
5.1
34.2
36.7
14.2
9.8
5.7
33.0
40.8
12.7
7.8
Employee benefits expense decreased by 7.2%, or $278.3 million,
to $3.6 billion and represents 33.0% of Downer’s cost base.
The decrease is mainly driven by divestments (Mining and
Laundries) and exiting of contracts in Hospitality together with
a shift in the mix of labour from direct labour to subcontractors.
Accordingly, subcontractor costs increased by 7.2%, or $297.8
million, to $4.4 billion and represents 40.8% of Downer’s cost
base (36.7% in pcp).
Raw materials and consumables used decreased by 13.4%, or
$213.3 million, to $1.4 billion and represents 12.7% of Downer’s
cost base. The decrease is mainly driven by lower raw materials
costs following the divestment of Mining and Laundries and
completion of the Sydney Growth Trains (SGT) construction
phase within Transport.
Plant and equipment costs decreased by 20.6%, or $121.7 million,
to $0.5 billion and represents 4.3% of Downer’s cost base.
The decrease in plant and equipment costs is attributed to
a less capital-intensive business following the divestment of
Mining and Laundries as well as from initiatives to drive efficient
plant and equipment utilisation and maintenance practices.
Total depreciation and amortisation decreased by 30.8%, or
$152.2 million, to $0.3 billion and represents 3.2% of Downer’s
cost base. The decrease is driven by assets disposed as part of
the Laundries and Mining divestments.
13Directors’ Report |

Other expenses from ordinary activities which include
communication, travel, professional fees and occupancy
costs, increased by 6.1%, or $35.4 million, to $615.3 million and
represents 5.7% of Downer’s cost base.
Other expenses include $84.0 million of pre-tax ISIs (pcp
included $60.4 million), mainly related to divestment results
(including transaction and divestment costs) and the credit
loss incurred as a result of the customer Probuild entering
administration as described in Note B3 to the Financial Report.
Excluding the impact of ISIs, other expenses increased 2.3%
or $11.8 million mainly due to higher information technology
security and insurance costs.
Cash flow
Operating Cash Flow
Operating cash flow of $495.4 million represents a cash
conversion of 83.9% of adjusted earnings before interest, tax,
depreciation and amortisation (EBITDA).
The decrease in cash was predominantly driven by lower
contributions from Mining and Laundries as a result of
divestment activities as well as from the impact of severe
wet weather as a result of La Niña and from COVID-19 across
the Group.
Included within the operating cash flows is $22.3 million
1
of cash
outflows related to items recognised in FY20 and funded from
the July 2020 capital raising, and a net $12.7 million in relation to
bid costs. Excluding these cash outflows, cash conversion would
be 88.9%.
Investing Cash Flow
Total investing cash inflow of $38.4 million was $2.5 million
higher than the pcp and includes $245.4 million proceeds from
the disposal of Mining during the year. Proceeds from disposal
activities include: $75.1 million net proceeds from Otraco,
$131.0 million net proceeds from Open Cut Mining East and
$39.3 million deferred proceeds received in relation to Open
Cut Mining West and Blasting (divested in FY21).
Excluding payments for the acquisition of businesses and
proceeds from the disposal of businesses, investing cash
outflow would have decreased by 21.0% or $48.5 million to
$182.9 million largely due to lower capex requirements following
the divestment of the Laundries and Mining businesses.
Debt and bonding
The Group’s performance bonding facilities totalled
$1,964.7 million at 30 June 2022 with $591.8 million undrawn.
There is sufficient available capacity to support the ongoing
operations of the Group.
As at 30 June 2022, the Group had liquidity of $1.9 billion
comprising cash balances of $738.5 million and undrawn
committed debt facilities of $1.2 billion.
1. Downer undertook a Non-renounceable Pro-rata Entitlement Offer,
for which the uses included the funding of payroll remediation costs
and legal settlements of New Zealand building works.
A buyback of Downer’s shares was announced to the market
on 27 April 2021 and the buyback commenced on 8 June 2021.
During the year ended 30 June 2022, a total of 24,002,597
shares were purchased for total consideration of $142.6 million.
Since announcement, $167.4 million has been spent on the
buyback program with 28,365,995 shares bought back.
The Group continues to be rated BBB (Stable) by Fitch Ratings.
Balance sheet
Since 30 June 2021, the net assets of the Group decreased by
$123.4 million or, 4.2%, to $2.8 billion driven by the impact of
Mining divestments (now concluded) as shown below:
IncreaseDecreaseTotal
2,957.4
47.0
(236.5)
103.8
(68.6)
30.9 2,834.0
Reduction
in net
debt
Mining
disposal
PPEROUAWorking
capital
and other
Jun-22
2.0
2.2
2.4
2.6
2.8
3.0
3.2
$’b
Movement in Net Assets
Jun-21
Net debt is calculated as borrowings (excluding lease liabilities)
less cash and cash equivalents. Net debt has decreased by
$47.0 million or, 7.0%, mainly driven by $119.9 million lower
borrowings following debt repayments made, partially offset by
the lower cash position since 30 June 2021.
The Mining divestment program reduced net assets of
the Group by $236.5 million as described in Note F6 to the
Financial Report.
Excluding the impact from the disposal of Mining; Property,
plant and equipment increased by $103.8 million or, 12.6%.
This was driven by capital expenditure in the Transport segment
including assets from the acquisition of Fowlers Asphalting as
well as the Rosehill Asphalt plant and Somerton land. Right-of-
use assets decreased by $68.6 million, or 13.6%, representing a
lower leased asset portfolio following divestments.
Total Equity decreased by $123.4 million mainly driven by the
$142.6 million in shares bought back and $171.4 million dividends
paid during the year. This was partially offset by $152.0 million
net profit after tax and mark to market gain on cross currency
interest rates swaps recognised in hedge reserves.
14
| Downer EDI Limited

Segment financial performance
Transport
Transport comprises Downer’s Road Services, Rail and Transit
Systems and Projects businesses.
Total revenue
1
(FY22)
Transport
EBITA
2
(FY22)
48.1%51.0%
1. Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Transport revenue increased by 8.1%, or $426.5 million, to
$5.7 billion due to higher contributions from the Projects
business in Australia resulting from the commencement of new
projects as well as an improved contribution from the Keolis
Downer JV due to patronage increase following the easing of
COVID-19 restrictions and the commencement of the Adelaide
Metro contract. These increases were partially offset by lower
revenue in Rail and Transit Systems following completion of the
Sydney Growth Trains (SGT) construction phase.
Transport EBITA increased by 1.8% to $254.6 million due to
new contracts within the Project business and an increased
contribution from the Keolis Downer JV. This was partially offset
by a decrease in contribution from Road Services in Australia
mainly from wet weather impact from La Niña and from the
completion of the SGT delivery project in Rail and Transit
Systems business.
Road Services
Downer manages and maintains road networks across Australia
and New Zealand and manufactures and supplies products
and services to create safe, efficient and reliable journeys.
Downer offers one of the largest non-government owned road
infrastructure services businesses in Australia and New Zealand,
maintaining more than 28,000 kilometres of road in Australia
and more than 25,000 kilometres in New Zealand.
Downer creates and delivers solutions to its customers’
challenges through strategic asset management and a
leading portfolio of products and services. Downer is a leading
manufacturer and supplier of bitumen-based products and
an innovator in the sustainable asphalt industry and circular
economy, using recycled products and environmentally
sustainable methods to produce asphalt.
Rail and Transit Systems
Downer has over 100 years’ rail experience providing end-
to-end, innovative transport solutions. Downer is a leading
provider of rollingstock asset management services in Australia,
with expertise in delivering whole-of-life asset management
support to its customers. Downer’s capability spans all sectors,
from rollingstock to infrastructure, and every project phase,
from design and manufacture to through-life-support, fleet
maintenance, operations and comprehensive overhaul of assets.
The Keolis Downer joint venture is Australia’s largest private
provider of multi-modal public transport solutions, with
contracts to operate and maintain Yarra Trams in Melbourne, the
Gold Coast light rail system in Queensland, Adelaide Metro and
an integrated public transport system for the city of Newcastle
in New South Wales. Keolis Downer is also one of Australia’s
most significant bus operators.
Projects
Downer delivers multi-disciplined infrastructure solutions to
customers within the transport and power sector. The services
provided by Downer include the design and construction of
light rail, heavy rail, signalling, track and station works, rail
safety technology, bridges and roads as well as design and
construction of steel lattice transmission towers and design
and build of substations.
Downer has a long history of delivering infrastructure projects
under a variety of contracting models. Downer’s integrated
capabilities enable intelligent transport solutions, road network
management and maintenance, facility maintenance, utilities
services and renewable energy technologies.
Utilities
Downer offers a range of services to customers across
the power and gas, water, telecommunications and
renewables sectors.
Total revenue
1
(FY22)
Utilities
EBITA
2
(FY22)
14.9%14.7%
1. Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
2. Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Utilities revenue decreased by 6.0%, or $112.0 million, to
$1.8 billion largely due to a decrease in volumes relating
to COVID-19 related disruptions; partially offset by increased
activities in Telecommunications in Australia.
15Directors’ Report |

Utilities EBITA decreased by 22.3% to $73.7 million largely due
to COVID-19 lockdowns impacts particularly in Water Services
and Metering Services in Australia and in Telecommunications
and Energy in New Zealand; partially offset by an increase in
contribution from Telecommunications in Australia.
Power and Gas
Downer’s services include planning, designing, constructing,
operating, maintaining, managing and decommissioning power
and gas network assets. A collaborative approach has made
Downer a benchmark end-to-end service provider to owners of
utility assets.
Downer constructs and maintains electricity and gas networks,
provides asset inspection and monitoring services, connects
tens of thousands of new power and gas customers each year
and provides meter, energy and water efficiency services for
governments, utilities and corporations.
Water
Downer is dedicated to delivering complete water lifecycle
solutions for municipal and industrial water users.
Downer’s expertise includes water treatment, wastewater
treatment, water and wastewater network construction and
rehabilitation, desalination and biosolids treatment.
As a leading provider of asset management services, Downer
supports its customers across the full asset lifecycle from
conceptual development through to design, construction,
commissioning and into operations and maintenance.
Telecommunications
Downer is a leading provider of end-to-end technology and
communications service solutions, offering integrated civil
construction, electrical, fibre, copper and radio network
deployment capability throughout Australia and New Zealand.
Key capabilities include designing, engineering, maintenance,
operations and smart metering.
Facilities
The Facilities service line operates in Australia and New Zealand
across a range of industry sectors including defence, education,
health, government, power & energy, industrial & marine
and hospitality.
Total revenue
1
(FY22)
Facilities
EBITA
2
(FY22)
35.0%32.7%
1. Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
2. Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Facilities revenue increased by 16.5%, or $588.9 million, to
$4.2 billion largely driven by increased activities in Building
Projects in New Zealand and higher activities in Australia in
Health & Education. This was partially offset by loss of revenue
contribution from Laundries (disposed in FY21, $186.1 million
contribution in pcp) while COVID-19 lockdowns and exiting of
contracts impacted Hospitality activities.
Facilities EBITA decreased by 11.3%, or $20.7 million to
$163.3 million mainly driven by the impact of COVID-19
lockdowns during the year on several sectors (particularly in
Hospitality), loss of contribution from the Laundries business
following disposal in FY21, partially offset by higher contribution
from Building Projects in New Zealand and from Health &
Education in Australia.
Facilities
Downer is the largest integrated facilities management services
provider in Australia and New Zealand, delivering property and
facilities management services to government departments,
agencies and authorities at the Federal, State and municipal
level. With 21 Public Private Partnership projects across the
defence, education, health and leisure sectors, Downer provides
innovative management of its customers’ assets across
their lifecycle.
Downer has a 40-year history of supporting the daily operations
of hospitals across Australia and New Zealand, delivering a
range of services that create a safe environment for hospital
staff, patients and their guests. At leading schools and tertiary
institutions, Downer helps to create world-class learning
environments through integrated services such as catering,
building and grounds maintenance, conserving energy
with air-conditioning and lighting solutions and ensuring
a secure environment.
Power & Energy and Industrial & Marine
Downer is a leading provider of asset maintenance and
specialist services to Australia’s critical economic infrastructure
including the oil and gas, power generation and industrial
sectors. As a trusted partner with a leading safety record,
Downer optimises the reliability, efficiency and whole-
of-life costs of its customers’ assets through long-term
relationship-based contracts.
Mineral Technologies
Downer’s Mineral Technologies business is the world leader
in fine physical mineral separation solutions, including spiral
gravity concentrators and magnetic and electrostatic separation
technology. Mineral Technologies delivers innovative process
solutions for iron ore, mineral sands, silica sands, coal, chromite,
gold, tin, tungsten, tantalum and several other fine materials.
16
| Downer EDI Limited

All other segments
All other segments comprise the Group’s Mining activities prior
to divestment and in the comparative period also includes
the Engineering and Construction business unit which was
previously reported as ‘businesses in wind down’.
Total revenue
1
(FY22)
All other segments
EBITA
2
(FY22)
2.1%1.6%
1. Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
2. Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
All other segments revenue decreased by 83.0%, or $1.2 billion,
to $0.2 billion and EBITA decreased by 80.5% to $8.1 million
due to cessation of revenue and EBITA contribution from the
remaining Mining businesses disposed during the year as part
of the Group’s Urban Services strategy.
Mining
Downer has completed the divestment of Mining operations.
The results for the year ended 30 June 2022 include
contribution from the Mining business units to the point
of disposal.
1. This is relevant only for non-resident shareholders. The effect is that the portion of the unfranked dividend paid out of CFI is not subject to Australian dividend
withholding tax.
2 . Lost time injuries (LTIs) are defined as injuries that cause the injured person (employee or contractor) to be unfit to perform any work duties for one whole day or shift,
or more, after the shift on which the injury occurred, and any injury that results, directly or indirectly, in the death of the person. The Lost Time Injury Frequency Rate
(LTIFR) is the number of LTIs per million hours worked. Total Recordable Injuries (TRIs) are the number of LTIs plus medically treated injuries (MTIs) for employees and
contractors. Total Recordable Injury Frequency Rate (TRIFR) is the number of TRIs per million hours worked.
Engineering and Construction
Downer announced in February 2020 that it would focus
its construction efforts on areas where it has a competitive
differentiation. As a result, Downer no longer tenders for ‘hard
dollar’ construction contracts in the coal, iron ore and industrial
Electrical & Instrumentation and Structural, Mechanical and
Piping sectors.
Dividends
The Downer Board resolved to pay a final dividend of 12.0
cents per share, unfranked, payable on 28 September 2022 to
shareholders on the register at 31 August 2022. The portion of
the unfranked dividend amount that will be paid out of Conduit
Foreign Income (CFI) is 14%.
1
The Board also determined to continue to pay a fully imputed
dividend on the ROADS security, which having been reset on
15 June 2022 has a yield of 8.14% per annum payable quarterly
in arrears, with the next payment due on 15 September 2022.
As this dividend is fully imputed (the New Zealand equivalent of
being fully franked), the actual cash yield paid by Downer will be
5.86% per annum until the next reset date.
Consistent with the prior year, the Company’s Dividend
Reinvestment Plan remains suspended.
Zero harm
Downer’s Lost Time Injury Frequency Rate (LTIFR) decreased to
0.82 from 0.99 and its Total Recordable Injury Frequency Rate
(TRIFR) decreased to 2.35 from 2.60 per million hours worked
2
.
Sadly, a long-term Downer employee in New Zealand died in
May 2022 following a fall at work. Although the cause of death
is not yet known, Downer has treated this as a workplace
fatality. This incident is a reminder of the challenges of ensuring
we remain vigilant and relentlessly manage the Critical Risks
associated with the work we do every day.
TRIFRLTIFR
TRIFR
LTIFR
Downer Group Safety Performance (12-month rolling frequency rates)
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Mar-22
Apr-22
May-22
Feb-22
Jan-22
Jun-22
1.50
2.00
2.50
3.00
0.50
1.00
1.50
2.60
2.35
0.99
0.82
2.00
17Directors’ Report |

Group Business Strategies and Prospects for Future Financial Years
Downer’s Purpose is to create and sustain the modern environment by building trusted relationships with our customers.
Our Promise is to work closely with our customers to help them succeed, using world-leading insights and solutions.
Our business is founded on four Pillars:
§Safety: Zero Harm is embedded in Downer’s culture and is fundamental to the company’s future success
§Delivery: we build trust by delivering on our promises with excellence while focusing on safety, value for money and efficiency
§Relationships: we collaborate to build and sustain enduring relationships based on trust and integrity
§Thought leadership: we remain at the forefront of our industry by employing the best people and having the courage to
challenge the status quo.
Downer’s strategic objectives, prospects, and the risks that could adversely affect the achievement of these objectives, are set out
in the table below.
Strategic ObjectiveProspectsRisks and risk management
Maintain focus on
Zero Harm
Downer believes that a sustainable
and embedded Zero Harm culture
is fundamental to the Company’s
ongoing success, and to building
trusted relationships with customers
and business partners. Downer’s
approach to Zero Harm enables it
to work safely and environmentally
responsibly in industry sectors with
inherently hazardous environments.
Zero Harm at Downer means a work
environment that supports the health,
including mental health and wellbeing,
and safety of its people and allows it
to deliver its business activities in an
environmentally sustainable manner
and advance the communities in which
it operates. This includes continuing to
monitor all COVID-19 risks and controls,
and supporting the Government’s
vaccination rollout strategy.
Downer has a robust Critical Risk program. Risks that could
cause serious injury to people or harm to the environment,
and the controls needed to eliminate or manage those risks,
are understood. This knowledge forms the core of Downer’s
risk management processes, and the monitoring of its critical
controls. There is a strong commitment to Downer’s Zero Harm
objectives across all levels of the business. A core objective
of The Downer Standard program is to unify the way Downer
manages Zero Harm and performs its work. In an important
step, Downer achieved centralised third-party accreditation
to the International Standards ISO 45001 (Safety), ISO 9001
(Quality) and ISO 14001 (Environment). This gives Downer a
single system of work for safety, quality and environment, and
a framework to develop, implement and monitor The Downer
Standard. Establishing this consistent single platform means
Downer can deliver consistent best practice information and
work processes to its frontline employees, helping them to
better manage risk and change in their dynamic workplaces.
Downer continues to be vigilant around the management of
COVID-19 and maintaining the highest levels of controls in
line with expert advice and Government guidance. Downer
supported the Government’s vaccination initiative and strongly
encouraged its employees to have the vaccination when
it was available to them, once they had consulted a health
professional on the associated risks and benefits.
Embed asset
management and
standardisation as a
cornerstone of the
Delivery pillar
Downer has developed extensive asset
management knowledge and expertise
and also adopts and implements world-
leading insights and solutions. Downer
strives for standardisation in its risk
management and project delivery to
ensure consistent quality outcomes for
its customers.
The expectations of Downer’s customers, and their customers,
continue to grow with regards to reliable, intuitive, and cost-
effective assets and services. Downer has invested in capability
and talent to improve asset management through standard
processes, data analytics and lifecycle performance analytics.
A number of these investments have Group-wide application in
addition to their bespoke customer benefits.
Risks to be managed include: delivering services with limited
value to customers; scope reduction by customers who elect to
insource services and directly source blue-collar contractors; an
inability to deliver obligations in performance frameworks and
service outcome contracts; exposure to modern slavery risks
in the Group’s labour force and supply chain; and adjustment
mechanisms and allowances for price movements (for example,
CPI movements, material costs and labour cost).
18
| Downer EDI Limited

Strategic ObjectiveProspectsRisks and risk management
Focus on
engagement with
customers and
suppliers as a
cornerstone of the
Relationships pillar
Providing valuable and reliable products
and services to customers, and their
customers, is at the heart of Downer’s
culture. It enables Downer’s customers
to focus more on their core expertise
while Downer delivers non-core
operational services. Through ongoing
analysis of markets, customers and
competitors, Downer is well positioned
to improve value and service for its
customers and their customers.
Relationships creating success continues to be Downer’s
core operating philosophy that drives delivery of projects
and services. It helps to ensure investment as initiatives and
activities are focused on helping Downer’s customers to
succeed.
Risks to be managed include: the threat of new competitors
and disruptors in traditional markets; not keeping pace
with changing customer expectations; and the threat of
commoditisation of core products and services.
Utilise technology
in core service
offerings as a
cornerstone of
Downer’s Thought
Leadership pillar
Technology is an inherent feature of
today’s world and there is therefore
greater demand for provision of
cyber secure technology in the
services Downer provides. Customer
operations are growing in complexity
in an ever-changing threat landscape,
and this creates opportunities for
Downer to connect securely, manage,
monitor and report on core services
and infrastructure.
Downer invests in a range of technology platforms and
partnerships to meet customer needs. Downer focuses on
selecting the right investments, for example those that can be
leveraged across a number of service lines to maximise value
for the greatest number of customers. Downer remains firmly
focused on continuously protecting against evolving cyber
risks and threats, demonstrating credibility and trust through
secure cyber stewardship and custody.
Risks to be managed include: intensification of competition
as customers converge into large single market procurement
channels; introduction of foreign and technology-based
competitors that bring a different value proposition; and a
need for greater investment in technology and data services.
Strengthen
Downer’s position
as an employer of
choice by fostering
an inclusive
workplace culture
For Downer to deliver the best possible
outcomes for its customers, it needs
a workforce that is diverse, inclusive,
capable and engaged. Downer’s
actions are guided by its Inclusion
and Belonging (I&B) Strategy, which
promotes a culture where employees
feel a sense of belonging.
Downer operates in sectors that are subject to highly
competitive labour markets, which makes employee retention
and attraction an important strategic objective.
Downer has the ability to leverage its large workforce, broad
geographic footprint and diverse technical skill base to mitigate
labour supply challenges by redeploying skilled employees to
high-priority contracts/projects to ensure the right people are
in place to deliver high-quality services for its customers.
Downer’s talent attraction and retention strategy focuses on
providing opportunities for employees to grow their careers,
offering benefits that are competitive with the market, and
creating channels for engagement and feedback.
Downer is focused on maintaining the work-life balance of its
people and supports flexible working arrangements, where
possible, to meet the growing expectations of its current and
future workforce.
Downer also understands that mental health is a growing
societal issue, and has developed and implemented its
accredited Mental Health First Aid program to arm its people
with the knowledge and skills to support their own mental
health as well as the mental health of their friends and family.
Risks to manage include: effective retention of high-performing
people; potential for high employee turnover; increased
competition for talent due to tight labour market; workforce
resilience; and low unemployment and high job mobility rates.
19Directors’ Report |

Strategic ObjectiveProspectsRisks and risk management
Mitigate climate-
related risks and
capture growth
opportunities
presented
by decarbonisation
As society shifts towards a net zero
emissions future, Downer is seeing
increasing interest in decarbonisation
across its customer base.
Downer is uniquely positioned with
its skills, experience and technical
capabilities to play a pivotal role in the
energy transition.
Downer believes its own pathway to net
zero is essential in adding credibility to
the services it delivers to help customers
decarbonise their own operations.
Downer has committed to an absolute
near-term target of 50% reduction of its
Scope 1 and 2 GHG emissions by 2032
and an absolute near-term target of
30% reduction of its Scope 3 emissions
by 2032. Downer has set a long-term
target to be net zero in Scope 1, 2 and
3 GHG emissions by 2050, subject to
future available technologies. Both the
near-term and the long-term targets
have a base year of 2020.
Downer’s key climate-related challenge is to decouple its GHG
emissions from revenue growth.
In FY22, Downer completed a detailed review of its most
material climate-related risks and opportunities in line with the
Taskforce for Climate-related Financial Disclosures (TCFD).
This work built on Downer’s previous TCFD analysis in 2019,
and reaffirmed that climate change presents considerable
opportunities for Downer – and that these opportunities will
increase as efforts to decarbonise accelerate.
The analysis determined that Downer’s greatest exposure
to transition risk are its asphalt plants as well as its light and
heavy vehicle fleet and plant and equipment. Downer has
decarbonisation strategies and plans to minimise exposure
to transition risks.
In addition, Downer has undertaken a review of its capital
allocation process to integrate climate thinking and
considerations. This led to the creation of a centralised
decarbonisation fund to support initiatives that will help
achieve Downer’s net zero commitments.
Risks to manage include: the physical risks to Downer’s fixed
assets, key sites and locations (such as extreme heat, bushfires
and severe weather events); transition risks associated with
decarbonising Downer’s asphalt manufacturing process and
its fleet; regulatory risk and cost increase due to Government
policy (i.e. carbon price); reputational risk such as customer
and shareholder expectations; and reducing Downer’s Scope
3 emissions, in particular emissions derived from purchased
goods and services.
20
| Downer EDI Limited

The following table provides an overview of the key prospects relevant to each of Downer’s service lines and summarises Downer’s
intended strategic response across each sector to maximise the Company’s performance and realise future opportunities.
Service lineProspectsDowner’s response
TransportThe multi-billion dollar market
for transport services continues
to grow in both Australia and
New Zealand. Governments in
both countries continue to invest
in a range of projects to reduce
congestion, improve mobility,
and provide better linkages
between communities.
Downer is a market leader in road services in both Australia and
New Zealand, light rail construction in Australia and heavy rail
construction and maintenance in Australia. Downer maintains
strong strategic partnerships with leading global transport solutions
providers and, through this model, is pursuing opportunities in
rollingstock manufacture and maintenance, and transport network
operations and maintenance. The Keolis Downer joint venture is a
leading Australian multi-modal transport operator. Downer is also
seeing increased demand for its circular economy products like
Reconophalt
TM
, a sustainable asphalt product made from up to 100%
recycled materials.
UtilitiesGrowth across utility markets
is multi-faceted with a good
pipeline of prospects in both
Australia and New Zealand.
Downer’s customers
are actively investing in
decarbonisation projects.
Downer has market leading positions in the power, gas, water and
telecommunications sectors in both Australia and New Zealand.
Downer is strongly positioned to take advantage of the growth
opportunities available in these sectors, with a demonstrable track
record of excellence in service delivery, and a greater focus on
introducing operational technology to improve the value Downer
brings to customers. Downer is also one of the largest and most
experienced providers in the renewable energy market and power
systems sectors, with more than 3GW of renewable energy generated
by wind and solar farms, either built or currently being delivered.
FacilitiesLarge-scale and long-term
outsourcing contracts continue
to come to market, however the
long-term nature of contracts in
this sector means that a lot of
work is already under contract.
There is a strong pipeline of
opportunities on the short-to-
medium-term horizon in both
Australia and New Zealand.
In addition, all Downer’s
customers are actively investing
in decarbonisation projects
and many are investigating
Hydrogen opportunities.
Through the acquisition of Spotless, Downer is a major force in both
Australia and New Zealand with market-leading positions across
key sectors including defence, health, education and government.
Downer also has strong market positions across the power & energy,
industrial & marine, and future energy areas. Downer is investing in
expertise and capability that will position Australia as a world leader
in clean Hydrogen and has also supported customers in delivering
carbon capture underground storage systems.
In FY22, Downer exited the majority of its Hospitality contracts.
21Directors’ Report |

Outlook
For FY23, Downer expects 10-20% underlying NPATA
growth, assuming no material COVID-19, weather, labour or
other disruptions.
Subsequent Events
At the date of this report there is no matter or circumstance
that has arisen since the end of the financial year that has
significantly affected, or may significantly affect:
(a) the Group’s operations in future financial years,
(b) the results of those operations in future financial years, or
(c) the Group’s state of affairs in future financial years.
Changes in state of affairs
During the financial year there was no significant change in the
state of affairs of the Group other than that referred to in the
financial statements or notes thereto.
Environmental management
Environmental management is an important component of
Downer’s Zero Harm philosophy. Downer’s environmental
commitments are outlined in its Environmental Sustainability
Policy which can be found on the Downer website
at www.downergroup.com/board-policies.
Effectively managing its environmental aspects and impacts
is fundamental to Downer’s approach to delivering its
services. Downer puts significant emphasis on its critical risk
program ensuring effective controls are implemented and
continuous improvement through lessons learned. Downer’s 10
Environmental Principles are critical to ensuring its employees
and broader stakeholder groups are engaged and aware of its
environmental commitments, including meeting and exceeding
its environmental compliance obligations.
Downer’s environmental management system is accredited
to AS/NZ ISO14001:2015 and is integrated into its Group-wide
management system, known as The Downer Standard. The
Downer Standard ensures a consistent approach to identifying
and controlling environmental hazards and risks, and managing
the Company’s environmental performance across the
organisation. The environmental management system is audited,
both internally and externally, by independent third parties.
Downer’s ability to manage the impacts of its activities on the
natural and built environment is fundamental to its long-term
success. Downer is committed to helping its customers succeed
by developing and delivering environmentally responsible and
sustainable solutions so communities remain resilient and thrive
in the future.
Downer is conscious of its social licence to operate – and
responds to this by improving the sustainability of its operations,
aiming to achieve Zero Harm to its people, minimising harm
to the environment, and always striving to enhance Downer’s
reputation, business value and ultimately shareholder wealth.
Suitably qualified environment and sustainability professionals
support each of the Business Units. Each Business Unit has
developed Sustainability Improvement Plans aligned to specific
United Nations Sustainable Development Goals with year-on-
year actions and deliverables. In addition, each Business Unit
has a customised Decarbonisation Plan. These plans assign
responsibilities for implementing the actions and deliverables.
Progress is monitored and reported throughout the year and
assessed as part of the Business Unit’s annual performance,
which is linked to the short-term incentive program.
Employee Discount Share Plan (ESP)
An ESP was instituted in June 2005. In accordance with the
provisions of the plan, as approved by shareholders at the
1998 Annual General Meeting, permanent full-time and part-
time employees of Downer EDI Limited and its subsidiary
companies who have completed six months service may be
invited to participate.
No shares were issued under the ESP during the years ended
30 June 2022 or 30 June 2021.
There are no performance rights or performance options,
in relation to unissued shares, that are outstanding.
22
| Downer EDI Limited

Directors’ meetings
The following table sets out the number of Directors’ meetings (including meetings of Board Committees) held during the
2022 financial year and the number of meetings attended by each Director (while they were a Director or Board Committee
member). During the year, nine Board meetings, six Audit and Risk Committee meetings, three Remuneration Committee meetings,
four Zero Harm Committee meetings and two Nominations and Corporate Governance Committee meetings were held. In addition,
17 ad hoc meetings (attended by various Directors) were held in relation to various matters including tender reviews, major projects
and due diligence for the on-market share buy-back program.
Board
Audit and Risk
Committee
Remuneration
Committee
DirectorHeld
1
AttendedHeld
1
AttendedHeld
1
Attended
M P Chellew
2
88––22
R M Harding
3
22––11
G A Fenn99––––
M J Binns
4
44––––
P S Garling
6
99––33
T G Handicott996633
N M Hollows996633
A M Howse
5
33––––
M J Menhinnitt
4
33––––
P L Watson9966––
Zero Harm
Committee
Nominations and Corporate
Governance Committee
DirectorHeld
1
AttendedHeld
1
Attended
M P Chellew
2
3322
R M Harding
3
22––
G A Fenn44––
M J Binns
4
––––
P S Garling
6
44––
T G Handicott––22
N M Hollows––22
A M Howse
5
––––
M J Menhinnitt
4
––––
P L Watson44––
1. These columns indicate the number of meetings held during the period each person listed was a Director or member of the relevant Board Committee.
2. Mr Chellew joined the Board on 1 September 2021.
3. Mr Harding retired on 30 September 2021.
4. Mr Binns and Mr Menhinnitt joined the Board on 1 March 2022.
5. Dr Howse joined the Board on 1 April 2022.
6. Mr Garling retired on 30 June 2022.
23Directors’ Report |

Indemnification of officers and auditors
During the financial year, the Company paid a premium in
respect of a contract insuring the Directors of the Company,
the Company Secretary, all officers of the Company and of any
related body corporate against a liability incurred as a Director,
secretary or executive officer to the extent permitted by the
Corporations Act 2001 (Cth).
The contract of insurance prohibits disclosure of the nature of
the liability and the amount of the premium.
Downer’s Constitution includes indemnities, to the extent
permitted by law, for each Director and Company Secretary
of Downer and its subsidiaries against liability incurred in the
performance of their roles as officers. The Directors and the
Company Secretaries listed on pages 6 to 10, individuals who
act as a Director or Company Secretary of Downer’s subsidiaries
and certain individuals who formerly held any of these roles also
have the benefit of the indemnity in the Constitution.
The Company has not otherwise, during or since the financial
year, indemnified or agreed to indemnify an officer or auditor of
the Company or of any related body corporate against a liability
incurred as such an officer or auditor.
Corporate Governance
In recognising the need for the highest standards of corporate
behaviour and accountability, the Board endorses the ASX
Corporate Governance Council’s Corporate Governance
Principles and Recommendations (ASX Principles). The Group’s
corporate governance statement is set out at pages 132 to 143
of this Annual Report.
Non-audit services
Downer is committed to audit independence. The Audit and
Risk Committee reviews the independence of the external
auditors on an annual basis. This process includes confirmation
from the auditors that, in their professional judgement, they are
independent of the Group. To ensure that there is no potential
conflict of interest in work undertaken by Downer’s external
auditors, KPMG, they may only provide services that are
consistent with the role of the Company’s auditor.
The Board has considered the position and, in accordance with
the advice from the Audit and Risk Committee, is satisfied that
the provision of non-audit services during the year is compatible
with the general standard of independence for auditors imposed
by the Corporations Act 2001 (Cth).
The Directors are of the opinion that the services as disclosed
below do not compromise the external auditor’s independence,
based on advice received from the Audit and Risk Committee,
for the following reasons:
§All non-audit services have been reviewed and approved to
ensure that they do not impact the integrity and objectivity
of the auditor
§None of the services undermine the general principles
relating to auditor independence as set out in the Institute
of Chartered Accountants in Australia and CPA Australia’s
Code of Conduct APES 110 Code of Ethics for Professional
Accountants issued by the Accounting Professional and
Ethical Standards Board, including reviewing or auditing
the auditor’s own work, acting in a management or decision-
making capacity for the Company, acting as advocate for
the Company or jointly sharing economic risks and rewards.
A copy of the auditor’s independence declaration is set out
on page 52 of this Annual Report.
During the year, details of the fees paid or payable for non-audit
services provided by the auditor of the parent entity, its related
practices and related audit firms were as follows:
Non-audit services
2022
$
2021
$
Tax services248,596205,795
Advisory services96,679506,977
345,275712,772
Rounding of amounts
The Company is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ reports) Instrument 2016/191,
relating to the ‘rounding off’ of amounts in the Directors’ Report
and consolidated financial statements. Unless otherwise stated,
amounts have been rounded off to the nearest whole number
of millions of dollars and one place of decimals representing
hundreds of thousands of dollars.
24
| Downer EDI Limited

Remuneration Report
Chairman’s Letter
Dear Shareholders,
Downer’s 2022 Remuneration Report provides information
about the remuneration of its most senior executives and
explains how performance has been linked to reward outcomes
at Downer for the 2022 financial year.
At the last Annual General Meeting in November 2021,
97.2% of all votes cast by shareholders were in favour of
the 2021 Remuneration Report.
A challenging but productive year
The 2022 financial year has been extremely challenging for
Downer and indeed most companies across the globe. The
impact of widespread COVID-19 infections within the community
and the restrictions placed on businesses and employees by
government were not anticipated at the time we set our targets
and forecasts for 2022. Additionally, the prolonged and severe
wet weather patterns experienced throughout Australia’s
eastern States have been debilitating and unprecedented.
The impact of COVID-19 and severe wet weather patterns
have materially impacted the Company’s financial performance
in 2022.
Notwithstanding the difficulties presented during the period
our staff and management responded outstandingly in
highly challenging circumstances, maximising outcomes for
shareholders, protecting not only the performance of your
Company but also the communities in which Downer operates,
all while delivering quality service outcomes for our customers.
If not for this ‘above and beyond’ effort, our Company would not
be in the strong position it is in today.
We remain leaders in the markets in which we operate,
strengthening our position over the past 12 months with
$36.1 billion work in hand. Our Net Debt to EBITDA is just
1.6x with available liquidity of $1.9 billion. We have won over
$3.5 billion in new work over the last quarter of 2022 setting
the Company up for a strong 2023 and beyond.
During the period our executive team have continued to
improve the portfolio by:
§Completing the exit of the Open Cut Mining East and Otraco
businesses, delivering on the strategy to exit capital-intensive
businesses and significantly decreasing the Group’s carbon
emissions profile
§Completing the exit of the Hospitality businesses,
improving the Group’s resilience and reducing volatility
§Acquiring Fowlers Asphalting in Victoria’s Gippsland
§Completing the sale of our Rosehill Asphalt Plant and the
construction of our new world leading replacement plant.
Many of the activities that Downer’s people perform every
day have potential risks and ensuring they remain safe is of
paramount importance. Downer’s Lost Time Injury Frequency
Rate for the year was 0.82 and the Total Recordable Injury
Frequency Rate was 2.35. Sadly, a long-term Downer employee
in New Zealand died in May 2022 following a fall at work.
Although the cause of death is not yet known, Downer has
treated this as a workplace fatality. Downer operates in sectors
that are exposed to high-risk activities and, while we have a
history of strong safety performance, we are determined to learn
from this loss. The health and safety of our people is Downer’s
number one priority.
The impact of divestments or acquisitions on executive
remuneration can be significant. The Board’s overarching
concern is to ensure executives:
§Are accountable for delivery of the annual budget
and business plan
§Consider potential acquisition or divestment
opportunities without the influence of their impact
on remuneration outcomes.
The Board’s policy is that:
§Where a transaction is both material and unbudgeted,
the impact of the transaction when calculating the key
performance indicators on which executive performance is
measured should be removed. This ensures that executives
are ‘no better or worse off’ due to the transaction
§For individually significant items, whether to adjust for their
impact (positive or negative) is considered having regard to
the circumstances relevant to each.
In 2022 the impact of the acquisition of Fowlers Asphalting, the
exit of the remaining Hospitality contracts, the divestments of
the Mining businesses of Otraco and Open Cut Mining East,
and the gain on the sale of the Rosehill Asphalt Plant have been
removed, in line with policy.
25Directors’ Report |

There were other unbudgeted individually significant items
in 2022 which also affected statutory results, being:
§The fair value adjustment on the Downer Contingent Share
Options issued as part of the consideration for acquisition of
the remaining interests in Spotless
§Bid costs for the Queensland Train Manufacturing Program.
The impact of these items on executive performance KPIs have
also been removed as they were either not contemplated at the
time KPI targets were set or were unable to be calculated at that
time. This is consistent with policy and past practice. More detail
can be found on these items at section 7.4.2 of this report.
Most importantly, the Board has assessed the impact of
COVID-19 and severe wet weather on executive performance
KPIs and formed the view that the executive was likely to
achieve at least target earnings performance in 2022, in the
absence of those impacts.
After extensive deliberation of these issues and the Company’s
financial and non-financial performance, the Board determined
it important and appropriate to exercise discretion and award
an STI outcome of 65% for the Executives, which is between
threshold and target. In keeping with policy, 50% of these
awards are deferred.
In assessing the appropriate level of award the Board has
balanced the challenging environment for shareholders and the
strong competition for talent and retention across Australia and
New Zealand, which is unparalleled in recent years.
Link between Downer performance and reward outcomes
Downer’s remuneration framework for key senior employees
has been very successful in aligning Downer’s strategy and
the creation of alignment between senior executives and
shareholders. As set out in this Remuneration Report, Downer’s
remuneration strategy continues to provide:
§A significant proportion of remuneration being ‘at risk’ linked
to clear, objective measures
§A profitability gateway as a precondition to any short-term
incentive entitlement
§For deferral of 50% of short-term incentive payments over
a further two-year period
§The delivery of a significant proportion of pay in equity.
We trust that this overview and the accompanying detailed
analysis are helpful when forming your own views on Downer’s
remuneration arrangements.

M P Chellew T G Handicott
Chairman Remuneration
Committee Chairman
26
| Downer EDI Limited

Remuneration Report – AUDITED
The Remuneration Report provides information about the
remuneration arrangements for key management personnel
(KMP), which means Non-executive Directors and the Group’s
most senior executives, for the year to 30 June 2022. The
term ‘executive’ in this Report means KMPs who are not
Non-executive Directors.
The Report covers the following matters:
1. Year in Review
2. Details of Key Management Personnel
3. Remuneration Policy, Principles and Practices
4. Relationship between Remuneration Policy
and Company Performance
5. The Board’s Role in Remuneration
6. Description of Executive Remuneration
7. Details of Executive Remuneration
8. Executive Equity Ownership
9. Key Terms of Employment Contracts
10. Related Party Information
11. Description of Non-executive Director Remuneration
27Directors’ Report |

1. Year in Review
1.1 Summary of changes to remuneration policy
Downer has continued to refine its remuneration policy during the period. The Board considered Company strategy and reward
plans based on performance measurement, competitive position and stakeholder feedback. Changes to policy are noted in the
relevant sections of this Report and are summarised in the table below.
PolicyEnhancements since 2021
Short-term incentive (STI) planThe environmental sustainability and critical risk measures for the Zero Harm element have
been further refined, building upon previous improvements to move with and support growth
in organisational maturity and ensure continual stretch and ongoing Zero Harm improvement
through, in addition to existing requirements:
§Introducing a requirement to undertake a climate-related risk and opportunity assessment,
and address one climate risk, progress one climate opportunity, and incorporate these into
the decarbonisation plan
§Reviewing the Sustainable Development Goal Improvement Plans developed in 2021 and
achievement of the Year 2 goals from those plans
§Undertaking a detailed analysis to understand the top three controls requiring improvement
within an area of responsibility and completion of projects to improve them
§Achievement of the stretch targets for the Group’s Sustainability Linked Loan Key Performance
Indicators, which include greenhouse gas emissions reductions and social sustainability
measures of Indigenous Cultural Awareness and Mental Health First Aid training targets.
Further detail on the measures for the STI plan are set out at section 6.3.4.
2. Details of Key Management Personnel
The following persons acted as Directors of the Company during or since the end of the most recent financial year:
DirectorRole
M P ChellewChairman, Independent Non-executive Director (commenced 1 September 2021)
R M HardingChairman, Independent Non-executive Director (retired 30 September 2021)
G A FennManaging Director and Chief Executive Officer
M J BinnsIndependent Non-executive Director (commenced 1 March 2022)
P S GarlingIndependent Non-executive Director (retired 30 June 2022)
T G HandicottIndependent Non-executive Director
N M HollowsIndependent Non-executive Director
A M HowseIndependent Non-executive Director (commenced 1 April 2022)
M J MenhinnittIndependent Non-executive Director (commenced 1 March 2022)
P L WatsonIndependent Non-executive Director
Downer undertook an organisational restructure which was implemented effective 1 July 2021. The restructure saw the
rationalisation of the management structure and the appointment of a Group Chief Operating Officer. Accordingly, the Executive
Key Management Personnel who have the authority and responsibility for planning, directing and controlling the activities of the
Group were reassessed.
The named persons held their current executive position for the whole of the most recent financial year.
ExecutiveRole
M J FergusonChief Financial Officer
P J TompkinsChief Operating Officer
28
| Downer EDI Limited

3. Remuneration Policy, Principles and Practices
3.1 Executive remuneration policy
Downer’s executive remuneration policy and practices are summarised in the table below.
PolicyPractices aligned with policy
Retain experienced,
proven performers,
and those considered
to have high potential
for succession
§Provide remuneration that is internally fair
§Ensure remuneration is competitive with the external market
§Defer a substantial part of pay contingent on continuing service and sustained performance.
Focus performance §Provide a substantial component of pay contingent on performance against targets
§Focus attention on the most important drivers of value by linking pay to their achievement
§Require profitability to reach a challenging level before any bonus payments can be made
§Provide a LTI plan component that rewards consistent Scorecard performance over multiple years
and over which executives have a clear line of sight.
Provide a Zero
Harm environment
§Incorporate measures that embody Zero Harm for Downer’s employees, contractors, communities
and the environment as a significant component of reward.
Manage risk §Encourage sustainability by balancing incentives for achieving both short-term and longer-term
results, and deferring equity-based reward vesting after performance has been initially tested
§Set stretch targets that finely balance returns with reasonable but not excessive risk taking and
cap maximum incentive payments
§Do not provide excessive ‘cliff’ reward vesting that may encourage excessive risk taking as a
performance threshold is approached
§Diversify risk and limit the prospects of unintended consequences from focusing on just one
measure in both short-term and long-term incentive plans
§Stagger vesting of deferred short-term incentive payments to encourage retention and allow
forfeiture of rewards that are the result of misconduct or material adjustments
§Retain full Board discretion to vary incentive payments, including in the event of excessive
risk taking
§Restrict trading of vested equity rewards to ensure compliance with the Company’s Securities
Trading Policy.
Align executive interests
with those of shareholders
§Provide that a significant proportion of pay is delivered as equity so part of executive reward is
linked to shareholder value performance
§Provide a long-term incentive that is based on consistent Scorecard performance against
challenging targets set each year that reflect sector volatility and prevailing economic conditions
as well as relative TSR and earnings per share measures directly related to shareholder value
§Maintain a guideline minimum shareholding requirement for the Managing Director
§Exclude the short-term impact of unbudgeted and opportunistic acquisitions and divestments
from performance assessment to encourage agility and responsiveness
§Encourage holding of shares after vesting via a trading restriction for all executives and payment
of LTI components in shares
§Prohibit hedging of unvested equity and equity subject to a trading lock to ensure alignment
with shareholder outcomes.
Attract experienced,
proven performers
§Provide a total remuneration opportunity sufficient to attract proven and experienced executives
from secure positions in other companies and retain existing executives.
29Directors’ Report |

4. Relationship between Remuneration Policy
and Company Performance
4.1 Company strategy and remuneration
Downer’s business strategy includes:
§Maintaining focus on Zero Harm by continually improving
health, safety and environmental performance to achieve
Downer’s goal of zero work-related injuries and significant
environmental incidents
§Driving growth in core markets through focusing on serving
existing customers better across multiple products and
service offerings, growing capabilities and investing in
innovation, research and development and community
and Indigenous partnerships
§Creating new strategic positions through enhanced value-
add services that improve propositions for customers and
exporting established core competencies into new overseas
markets with current customers of the Company
§Reducing risk and enhancing the Company’s capability
to withstand threats, take advantage of opportunities and
reduce cyclical volatility
§Obtaining better utilisation of assets and improved margins
through simplifying and driving efficiency
§Identifying opportunities to manage the Downer portfolio
through partnering, acquisition and divestment that deliver
long-term shareholder value
§Maintaining flexibility to be able to adapt to the changing
economic and competitive environment to ensure Downer
delivers shareholder value.
The Company’s remuneration policy complements this
strategy by:
§Emphasis on Zero Harm measures across safety
performance, critical risk and environmental and social
sustainability and setting safety and environmental gateways
in the STI to maintain the Company’s position as a Zero Harm
leader, and employer and service provider of choice, thereby
delivering a competitive advantage
§Incorporating Company-wide performance requirements for
both STI and LTI reward vesting for earnings (NPATA), Free
Cash Flow (FFO) and People measures to encourage cross-
divisional collaboration
§Incorporating performance metrics that focus on cash flow
to reduce working capital and debt exposure
§Setting NPATA, EBITA and FFO STI performance and
gateway requirements based on effective application of funds
employed to run the business for better capital efficiency
§Employing FFO as the cash measure for the STI to provide
more emphasis on control of capital expenditure
§Excluding the short-term impacts of opportunistic and
unbudgeted acquisitions and divestments on incentive
outcomes to encourage flexibility, responsiveness and
growth consistent with strategy
§Deferring 50% of STI awards to encourage sustainable
performance and a longer-term focus
§Incorporating consistent financial performance in the LTIP
Scorecard measure
§Encouraging engagement with, and the development and
retention of, its people to help maintain a sustainable supply
of talent.
4.2 Remuneration linked to performance
The link to performance is provided by:
§Requiring a significant portion of executive remuneration
to vary with short-term and long-term performance
§Applying a profitability gateway to be achieved before
an STI calculation for executives is made
§Applying further Zero Harm gateways to be achieved
before calculating any reward for safety or environmental
performance
§Applying challenging financial and non-financial measures
to assess performance
§Ensuring that these measures focus management on
strategic business objectives that create shareholder value
§Delivering a significant proportion of payment in equity
for alignment with shareholder interests.
Downer measures performance on the following key
corporate measures:
§Earnings per share (EPS) growth
§Total shareholder return (TSR) relative to other ASX 100
companies (excluding ASX ‘Financials’ sector companies)
§G r o u p N PATA
§Divisional EBITA
§FFO
§Engagement with Downer’s people
§Zero Harm measures of safety and
environmental sustainability.
Remuneration for all executives varies with performance
on these key measures.
30
| Downer EDI Limited

31Directors’ Report |
The following graph shows the Company’s performance compared to the median performance of the ASX 100 over the five-year
period to 30 June 2022.
Downer EDI TSR compared to S&P/ASX 100 median*
Jun
2017
Dec
2017
Jun
2018
Dec
2018
Jun
2019
Dec
2019
Jun
2022
Jun
2020
Dec
2020
Jun
2021
Dec
2021
S&P/ASX 100 median TSR
Downer EDI TSR
0
50
100
150
200
Total Shareholder Return (Indexed to 100)
* S&P/ASX 100 companies as at 30/06/2017
The graphs below illustrate Downer’s performance against key financial and non-financial performance indicators over the last five years.
Net profit after tax
Free cash flow
-200
-100
0
100
200
300
235.5
1
178.1
1
247.8
1
258.3
2
(155.7)
$’m
2018
2019
2021
2020
2022
-300
-200
-100
0
100
200
300
400
500
429.3
4
178.3
3
185.7
4
431.5
3
(219.1)
$’m
2018
2019
2021
2020
2022
1. Adjusted for material unbudgeted transactions and individually significant
items. 2018: $176.7 million net increase, 2021: $51.8 million net increase and
2022: $26.1 million net increase.
2. Adjusted for material unbudgeted transactions by $18.0 million
net decrease.
3. Adjusted for material unbudgeted transactions, including payment for
Spotless shares. 2018: $324.6 million net decrease and 2021: $313.1 million
net decrease.
4. Adjusted for material unbudgeted transactions. 2019: $65.2 million net
increase and 2022: $104.5 million net decrease.
Basic earnings per share
5
Safety
6
-30
-20
-10
0
10
20
30
40
50
21.3
10.5
42.1
25.4
(26.1)
Cents per share
2018
2019
2021
2020
2022
1000
1200
Lost Time Injuries per 1,000,000 hours
Total Recordable Injuries
per 1,000,000 hours
2018
2020
2019
2021
0.0
0.2
0.4
0.6
0.8
1.0
1.2
0.99
0.57
0.78
0.67
2022
0.82
0
2
4
6
8
10
12
TRIFRLTIFR
5. Basic earnings per share for 2018 and 2019 were restated as a result
of 106.6 million shares issued from the capital raising as part of the
acquisition of the remaining shares in Spotless. The weighted average
number of shares (WANOS) to calculate EPS was adjusted by an
adjustment factor of 0.9817.
6. Safety data for 2021 and 2022 includes Hawkins and Spotless.
Safety data for 2018 to 2020 excludes Hawkins and Spotless.

5. The Board’s Role in Remuneration
The Board engages with shareholders, management and other stakeholders as required, to continuously refine and improve
executive and Director remuneration policies and practices.
Two Board Committees deal with remuneration matters. They are the Remuneration Committee and the Nominations and Corporate
Governance Committee.
The role of the Remuneration Committee is to review and make recommendations to the Board in relation to executives in
respect of:
§Executive remuneration and incentive policy
§Remuneration of senior executives of the Company
§Executive reward and its impact on risk management
§Executive incentive plans
§Equity-based incentive plans
§Superannuation arrangements
§Recruitment, retention, performance measurement and termination policies and procedures for all Key Management Personnel
and senior executives reporting directly to the Managing Director
§Disclosure of remuneration in the Company’s public materials including ASX filings and the Annual Report
§Retirement payments for all Key Management Personnel and senior executives reporting directly to the Managing Director.
The Nominations and Corporate Governance Committee is responsible for recommending and reviewing remuneration
arrangements for the Executive Director and Non-executive Directors of the Company.
Each Committee has the authority to engage external professional advisors without seeking approval of the Board or management.
During the reporting period, the Remuneration Committee retained Guerdon Associates Pty Ltd as its advisor. Guerdon Associates
Pty Ltd does not provide services to management and is considered to be independent.
6. Description of Executive Remuneration
6.1 Executive remuneration structure
Executive remuneration has a fixed component and a component that varies with performance.
The variable component ensures that a proportion of pay varies with performance. Performance is assessed annually for
performance periods covering one year and three years. Payment for performance assessed over one year is an STI. Payment for
performance over a three-year period is an LTI.
In order for maximum STIs to be awarded, performance must achieve a stretch goal that is a clear margin above the planned budget
for the period. This enables the Company to attract and retain better performing executives, and ensures pay outcomes are aligned
with shareholder returns.
Target STIs are less than the maximum STI. Target STI is payable on achievement of planned objectives. For executives, the target
STI is 75% of the maximum STI. The maximum total remuneration that can be earned by an executive is capped. The maximums are
determined as a percentage of fixed remuneration.
Executive position

Target STI
% of fixed
remuneration

Maximum STI
% of fixed
remuneration

M a x i m u m LT I
% of fixed
remuneration
Maximum total
performance
based pay as a
% of fixed
remuneration
Managing Director75100100200
KMP56.257550125
The proportions of STI to LTI take into account:
§Market practice
§The service period before executives can receive equity rewards
§The behaviours that the Board seeks to encourage through direct key performance indicators
§The guideline for the Managing Director to maintain a shareholding as a multiple of pay after long-term incentive rewards
have vested.
32
| Downer EDI Limited

6.2 Fixed remuneration
Fixed remuneration is the sum of salary and the direct cost of providing employee benefits, including superannuation, motor
vehicles, car parking, living away from home expenses and fringe benefits tax.
The level of remuneration is set to be able to retain proven performers and when necessary to attract the most suitable external
candidates from secure employment elsewhere.
Remuneration is benchmarked against a peer group of direct competitors and a sector peer group. While market levels of
remuneration are monitored on a regular basis, there is no contractual requirement or expectation that any adjustments will
be made.
No adjustment has been made to remuneration for the Managing Director since July 2012, other than a voluntary reduction in
his fixed remuneration by 50% for the period 1 April 2020 to 30 June 2020 in recognition of the likely impact of the coronavirus
pandemic on Downer and its people. The funds from this voluntary remuneration reduction, along with contributions from Directors
and other executives, were used to establish a fund to provide financial assistance to employees experiencing severe hardship.
6.3 Short-term Incentive
6.3.1 STI tabular summary
The following table outlines the major features of the 2022 STI plan.
Purpose of STI plan §Focus performance on drivers of shareholder value over a 12-month period
§Improve Zero Harm and people related results
§Ensure a part of remuneration varies with the Company’s 12-month performance.
Minimum performance ‘gateway’
before any payments can
be made
Achievement of a gateway based on budgeted Group NPATA for corporate executives and
Division EBITA for divisional heads.
Maximum STI that can be earned §Managing Director: up to 100% of fixed remuneration
§KMP: up to 75% of fixed remuneration.
Percentage of STI that can
be earned on achieving
target expectations
75% of the maximum. For an executive to receive more, performance in excess of target
expectations will be required.
Individual Performance
Modifier (IPM)
§An IPM may be applied based on an executive’s individual key performance indicators and
relative performance
§Moderate individual performance may result in an IPM of less than 1 or outstanding
performance may result in an IPM greater than 1. The IPM must average 1 across
all participants
§Application of an IPM cannot result in an award greater than the maximum STI% level set
out in section 6.1.
Discretion to vary paymentsThe Board, in its discretion, may vary STI payments by up to + or – 100% from the payment
applicable to the level of performance achieved, up to the maximum for that executive.
Performance period1 July 2021 to 30 June 2022.
Performance assessedAugust 2022, following audit of accounts.
Additional service period after
performance period for payment
to be made
50% of the award is deferred with the first tranche of 25% vesting one year following award
and the second tranche of 25% vesting two years following award.
Payment timingSeptember 2022 for the first cash payment of 50% of the award. The deferred components
of the STI payments will be paid one and two years following the award, in equal tranches of
25% of the award.
Form of paymentCash for initial payment.
The value of deferred components will be settled in cash or shares, net of personal tax. An
eligible leaver’s deferred components will be settled in shares or in cash in the sole and
absolute discretion of the Board.
Performance requirementsGroup NPATA and divisional EBITA, FFO, Zero Harm and people measures.
33Directors’ Report |

Board discretionThe Board may exercise discretion to:
§Reduce partly or fully the value of the deferred components that are due to vest in certain
circumstances, including where an executive has acted inappropriately or where the Board
considers that the financial results against which the STI performance measures were tested
were incorrect in a material respect or have been reversed or restated
§Settle deferred components in shares or cash.
New recruitsNew executives (either new starts or promoted employees) are eligible to participate in the
STI in the year in which they commence in their position with a pro-rata entitlement.
Terminating executivesThere is no STI entitlement where an executive’s employment terminates prior to the end of
the financial year. Where an executive’s employment terminates prior to the vesting date, the
unvested deferred components will be forfeited. However, the Board has retained discretion
to vest deferred awards, in the form of shares or cash, in their ordinary course where the
executive is judged to be an eligible leaver.
6.3.2 STI overview
The STI plan provides for an annual payment that varies with annual performance. This has been applied to performance measured
over the Company’s financial year to 30 June 2022.
The basis of the plan is designed to align STI outcomes with financial results. No STI is paid unless a minimum profit gateway is
met. For corporate executives, the gateway is based on the Group budgeted profit target. For Divisional executives, the gateway
is based on the Division budgeted profit target. Profit for this purpose is defined as NPATA for Corporate executives and EBITA
for Divisional executives. This minimum must be at a challenging level to justify the payment of STI to an executive and deliver an
acceptable return for the funds employed in running the business. Positive and negative impacts from material but unbudgeted and
opportunistic transactions are excluded from gateway assessment. Whether to exclude the impact of significant items (positive or
negative) is considered on a case by case basis.
As noted in section 6.1, the maximum STI that can be earned is capped to minimise excessive risk taking.
Deferral is a key feature as part of the STI structure. Payment of 50% of the award is made at the time of award in cash and the
remaining 50% of the award earned is deferred over two years.
The first payment of 50% of the award will be in cash after finalisation of the annual audited results. The payment of the deferred
component of the award will be in the form of two tranches, each to the value of 25% of the award.
The deferred components represent an entitlement to cash or shares, subject to the satisfaction of a continued employment
condition. The first tranche will vest one year following award and the second tranche will vest two years following award, provided
an executive remains employed by the Group at the time of vesting.
The value of deferred components will generally be settled in shares, net of applicable personal tax. This is designed to encourage
executive share ownership, and not adversely impact executives who have to meet their taxation obligations arising from the
vesting of the deferred components. However, the Board retains the discretion to vest deferred awards, in the form of shares or
cash, and will generally have regard to an executive’s individual circumstances and existing level of equity ownership.
No dividend entitlements are attached to the deferred components during the vesting period.
Where an executive ceases employment with the Group prior to the vesting date, the deferred components will be forfeited.
However, the Board has retained the discretion to vest deferred awards, in the form of shares or cash, in their ordinary course
where the executive is judged to be an eligible leaver.
6.3.3 How STI payments are assessed
Target STI plan percentage
of pay
An individual’s target incentive under the STI plan is expressed as a percentage of fixed
remuneration. The STI plan percentage is set according to policy set out in section 6.1.
Organisational or divisional
scorecard result
As a principle, ‘target’ achievement would be represented at budget. Thresholds and maximums
are also set.
Individual Performance
Modifier (IPM)
At the end of the plan year, eligible employees are provided with an IPM against their key
performance indicators and relative performance. Individual key performance indicators are set
between the individual and the Managing Director (if reporting to the Managing Director) or the
Board (if the Managing Director) at the start of the performance period. IPMs must average to 1.
STI plan incentive calculationFixed remuneration x maximum STI plan percentage x scorecard result x IPM.
34
| Downer EDI Limited

6.3.4 STI performance requirements
Overall performance is assessed on Group NPATA, Divisional EBITA, FFO, Zero Harm and a measure of employee engagement.
NPATA and EBITA include joint ventures and associates and include, inter alia, changes in accounting policy. NPATA and EBITA
provide transparency on operational business performance, align with how Downer presents its results to the market and allow for
easier understanding of alignment between performance and remuneration outcomes. The Board considers this approach to be
appropriate as:
§The Board is the ultimate decision maker for transactions that give rise to acquired intangibles that result in the
amortisation expense
§The impact of amortisation of acquired intangibles, which in nature relate to long-term strategic decisions, remains reflected in
incentive outcomes through the EPS measure in the LTI plan.
FFO is defined as net cash from operating activities (i.e. EBIT plus non-cash items in operating profit plus distributions received
from JVs or associates plus movements in working capital plus movements in operating assets less net interest less tax paid), less
investing cash flow.
Zero Harm reflects Downer’s commitment to safety, environment, social and governance matters. The Zero Harm element includes
key safety performance indicators, safety and environmental risk and environmental sustainability measures, underscoring Downer’s
commitment to customers, employees, regulators and the communities in which it operates.
The measures for the Zero Harm element of the scorecard are as follows:
MeasureTarget
Safety
Total Recordable Injury
Frequency Rate (TRIFR)
Lost Time Injury
Frequency Rate (LTIFR)
Achieve TRIFR below 3.5 and LTIFR below 0.9 for area of responsibility.
TRIFR is calculated as the number of recordable injuries per million hours calculated over
12 months.
LTIFR is calculated as the number of lost time injuries per million hours calculated over
12 months.
Critical RiskCompletion of all actions arising from high potential incidents within a defined timeframe.
Lead and finalise a Group-wide Community of Practice (CoP) focusing on better control of one
critical risk. The CoP must deliver a set of minimum deliverables identified in the STI Guide.
The CoP must conduct a Downer Standard gap analysis, identify practice guidance and control
standard requirements, define master risks and controls and produce a training package.
Undertake detailed analysis to understand the top three controls requiring improvement within
an area of responsibility and completion of projects to improve them.
SustainabilityReview of the Sustainable Development Goal Improvement Plans developed in 2021 and
achievement of the Year 2 goals from those plans.
Undertake a climate related risk and opportunity assessment. Address one climate risk and
progress one opportunity and incorporate these into the decarbonisation plan.
Evidence that the relevant business unit is on track to achieve its science-based
decarbonisation target.
Achievement of the stretch targets for the Group’s Sustainability Linked Loan Key Performance
Indicators, which include greenhouse gas emissions reductions and social sustainability
measures of Indigenous Cultural Awareness and Mental Health First Aid training.
35Directors’ Report |

The Zero Harm measures have matured over time, with the Critical Risk and Sustainability measures now incorporating targets
across safety, environmental sustainability and social sustainability. Accordingly, the independent gateways have also been matured
to address this blend. Should a workplace fatality or serious environmental incident occur, 50% of the Zero Harm element is
foregone, with 100% foregone should both occur.
Weightings applied to the 2022 STI scorecard measures for all executives, including the Managing Director, are set out in the
table below.
ExecutiveG r o u p N PATADivisional EBITAFree cash flowZero HarmPeople
Corporate30%–30%30%10%
Business Unit7. 5%22.5%30%
( 7. 5% Group,
22.5% Division)
30%10%
(3% Group,
7% Division)
The Board has discretion to vary STI payments by up to + or – 100% from the payment applicable to the level of performance
achieved, up to the maximum for that executive.
The Board retains the right to vary from policy in exceptional circumstances. However, any variation from policy and the reasons for
it will be disclosed.
6.4 Long-term Incentive
6.4.1 LTI tabular summary
The following table outlines the major features of the 2022 LTI plan.
Purpose of LTI plan §Focus performance on drivers of shareholder value over a three-year period
§Manage risk by countering any tendency to over-emphasise short-term performance to the
detriment of longer-term growth and sustainability
§Ensure a part of remuneration varies with the Company’s longer-term performance.
Maximum value of equity
that can be granted
§Managing Director: 100% of fixed remuneration
§KMP: 50% of fixed remuneration.
Performance period1 July 2021 to 30 June 2024.
Performance assessedAugust 2024.
Additional service period
after performance period
for shares to vest
Performance rights for which the relevant performance vesting condition is satisfied will not vest
unless executives remain employed with the Group on 30 June 2025.
Performance rights vestJuly 2025.
Form of award and paymentPerformance rights.
Performance conditionsThere are three performance conditions. Each applies to one-third of the performance rights
granted to each executive.
Relative TSR
The relative TSR performance condition is based on the Company’s TSR performance relative to
the TSR of companies comprising the ASX 100 index, excluding financial services companies, at
the start of the performance period, measured over the three years to 30 June 2024.
The performance vesting scale that will apply to the performance rights subject to the relative
TSR test is shown in the table below:
Downer EDI Limited’s
TSR Ranking
Percentage of performance rights subject to TSR condition
that qualify for vesting
< 50th percentile0%
50th percentile30%
Above 50th and below
75th percentile
Pro-rata so that 2.8% of the performance rights in the tranche will
vest for every 1 percentile increase between the 50th percentile and
75th percentile
75th percentile and above100%
36
| Downer EDI Limited

Performance conditionsEPS growth
The EPS growth performance condition is based on the Company’s compound annual EPS growth
over the three years to 30 June 2024.
The performance vesting scale that will apply to the performance rights subject to the EPS growth
test is shown in the table below:
Downer EDI Limited’s EPS
compound annual growth
Percentage of performance rights subject
to EPS condition that qualify for vesting
< 5%0%
5%30%
Above 5% to < 10%Pro-rata so that 14% of the performance rights in the tranche will
vest for every 1% increase in EPS growth between 5% and 10%
10% or more100%
Scorecard
The Scorecard performance condition is based on the Group’s NPATA and FFO for each of the
three years to 30 June 2024. These measures are considered to be key drivers of shareholder value.
Accordingly, they have been included in the LTI plan to reward sustainable financial performance.
The performance vesting scale that will apply to the performance rights subject to the Scorecard
test is shown in the table below:
Scorecard result
Percentage of performance rights subject to
Scorecard condition that qualify for vesting
< 90%0%
90%30%
Above 90% to < 110%Pro-rata so that 3.5% of the performance rights in the tranche will vest
for every 1% increase in the Scorecard result between 90% and 110%
110% or more100%
How performance rights
and shares are acquired
The rights are issued by the Company and held by the participant subject to the satisfaction of
the vesting conditions. The number of rights held may be adjusted pro-rata, consistent with ASX
adjustment factors, for any capital restructures.
If the rights vest, executives can exercise them to receive shares that are normally acquired
on-market. The Board retains the discretion to vest awards in the form of cash.
Treatment of dividends
and voting rights on
performance rights
Performance rights do not have voting rights or accrue dividends.
Restriction on hedgingHedging of entitlements under the plan by executives is not permitted.
Restriction on tradingVested shares arising from the rights may only be traded with the approval of the Remuneration
Committee. Approval requires that trading complies with the Company’s Securities Trading Policy.
New participantsNew executives (either new starters or promoted employees) are eligible to participate in the LTI on
the first grant date applicable to all executives after they commence in their position. An additional
pro-rata entitlement if their employment commenced after the grant date in the prior calendar year
may be made on a discretionary basis.
Ceasing executivesWhere an executive ceases employment with the Group prior to the vesting date, the rights will
be forfeited. However, the Board will retain the discretion to retain executives in the plan in certain
circumstances including the death, total and permanent disability or retirement of an executive. In
these circumstances, the Board will also retain the discretion to vest awards in the form of cash.
Change of controlOn the occurrence of a change of control event and providing at least 12 months of the grants’
performance period have elapsed, unvested performance rights pro-rated with the elapsed service
period are tested for vesting with performance against the relevant relative TSR, EPS growth or
Scorecard requirements for that relevant period. Vesting will occur to the extent the performance
conditions are met. Performance rights that have already been tested, have met performance
requirements and are subject to the completion of the service condition, fully vest.
37Directors’ Report |

6.4.2 LT I o v e r v i e w
Executives participate in a LTI plan. This is an equity-based
plan that provides for a reward that varies with Company
performance over three-year measures of performance.
Three-year measures of performance are considered to be the
maximum reasonable time period for setting incentive targets
for earnings per share and are generally consistent with market
practice in the Company’s sector.
The payment is in the form of performance rights. The
performance rights do not have any dividend entitlements or
voting rights. If all the vesting requirements are satisfied, the
performance rights will vest and the executives will receive
shares in the Company or cash at the discretion of the Board.
The 2022 LTI represents an entitlement to performance rights
to ordinary shares exercisable subject to satisfaction of both a
performance condition and a continued employment condition.
Grants will be in three equal tranches, with each tranche subject
to an independent performance requirement. The performance
requirements for each tranche will share two common features:
§Once minimum performance conditions are met, the
proportion of performance rights that qualify for vesting
commences at 30% and gradually increases pro-rata with
performance. This approach provides a strong motivation for
meeting minimum performance, but avoids a large ‘cliff’ which
may encourage excessive risk taking
§The maximum reward is capped at a ‘stretch’ performance
level that is considered attainable without excessive
risk taking.
Performance for the 2022 LTI grants will be measured over
the three-year period to 30 June 2024.
The proportion of performance rights that can vest will be
calculated in August 2024, but executives will be required to
remain in service until 30 June 2025 to be eligible to receive
any shares.
Where an executive ceases employment with the Group prior
to the vesting date, the rights will be forfeited. However, the
Board will retain the discretion to retain executives in the plan in
certain circumstances such as the death, total and permanent
disability or retirement of an executive. In these circumstances,
the Board will also retain the discretion to vest awards in the
form of cash.
After vesting, any shares will remain subject to a trading
restriction that is governed by the Company’s Securities
Trading Policy.
All unvested performance rights will be forfeited if the Board
determines that an executive has committed an act of fraud,
defalcation or gross misconduct or in other circumstances at
the discretion of the Board.
6.4.3 Performance requirements
One tranche of performance rights in the 2022 LTI grant will
qualify for vesting subject to performance relative to other
companies, while the other two tranches of performance rights
will qualify for vesting subject to separate, independent absolute
performance requirements.
The relative performance requirement applicable to the first
tranche of performance rights is based on total shareholder
return (TSR). TSR is calculated as the difference in share
price over the performance period, plus the value of shares
earned from reinvesting dividends received over this period,
expressed as a percentage of the share price at the beginning
of the performance period. If the TSR for each company in the
comparator group is ranked from highest to lowest, the median
TSR is the percentage return to shareholders that exceeds the
TSR for half of the comparison companies. The 75th percentile
TSR is the percentage return required to exceed the TSR for
75% of the comparison companies.
Performance rights in the tranche to which the relative TSR
performance requirement applies will vest pro-rata between the
median and 75th percentile. That is, 30% of the tranche vest at
the 50th percentile, 32.8% at the 51st percentile, 35.6% at the
52nd percentile and so on until 100% vest at the 75th percentile.
The comparator group for the 2022 LTI grants will be the
companies, excluding financial services companies, in the ASX
100 index as at the start of the performance period on 1 July
2021. Consideration has been given to using a smaller group of
direct competitors for comparison, however:
§Limiting the comparator group to a small number of direct
competitors could result in very volatile outcomes from
period to period
§Management’s strong focus on improving the Company’s
ranking among ASX 100 companies has become embedded
in Company culture, so reinforcing this rather than trying to
dislodge it with another focus was considered desirable.
The absolute performance requirement applicable to the
second tranche of performance rights is based on Earnings per
Share (EPS) growth over the three-year performance period to
30 June 2024. The EPS measure is based on AASB 133 Earnings
per Share.
The tranche of performance rights dependent on the EPS
performance condition will vest pro-rata between 5% compound
annual EPS growth and 10% compound annual EPS growth.
Vesting applies on a pro-rata basis from 30% upon meeting
the minimum compound annual EPS growth performance level
of 5% to 100% at 10% compound annual EPS growth. Capping
reduces the tendency for excessive risk taking and volatility that
may be encouraged if the annual compound EPS growth bar is
set above 10%.
38
| Downer EDI Limited

The absolute performance requirement applicable to the
third tranche of performance rights is based on the Scorecard
condition over the three-year performance period to
30 June 2024.
The Scorecard condition is designed to:
§Strengthen retention through the setting of challenging
targets on an annual basis that reflect prevailing market
conditions, for a portion of LTI awards
§Align with the STI plan to encourage a long-term approach
to achieving annual financial performance targets
§Improve the line of sight for executives so as to increase
motivation and focus on consistent performance
§Focus on performance sustainability through reward of
consistent achievement of absolute performance targets
over the long term.
The Scorecard condition is comprised of two independent
absolute components of equal weighting. These components
are based on Group NPATA and Group FFO.
The performance of each component will be measured over
the three-year period to 30 June 2024.
NPATA and FFO targets are set at the beginning of each of the
three financial years. The performance of each component will
be assessed each year relative to the targets. Performance
of each component will be determined as the average of the
annual performance assessments for the three years. The
performance rights will vest on a pro-rata basis from 30%
upon meeting the minimum three-year average component
performance level of 90% of target to 100% at the capped
maximum three-year average component performance level
of 110% of target.
The processes and timing applicable for the Scorecard measure
are outlined below:
TimingActions
At the beginning
of the plan
Weighting of components is determined. In
2022 the components are equally weighted.
At the beginning
of each
financial year
NPATA and FFO target performance levels
are set.
At the end of each
financial year
§Calculate actual performance
§Assess actual performance compared
to target to determine performance
percentage for the year.
At the end of
three years
§Calculate average annual performance
for each component
§Calculate award based on performance
against the vesting range.
At the end of
four years
Consider the continued service condition
and determine vesting.
6.4.4 Post-vesting shareholding guideline
The Managing Director is required to continue to hold shares
after they have vested until the shareholding guideline has been
attained. This guideline requires that the Managing Director
holds vested long-term incentive shares equal in value to 100%
of his fixed remuneration. The Managing Director’s shareholding
is currently well in excess of the guideline.
The guideline requirement has been developed to reinforce
alignment with shareholder interests. The Remuneration
Committee has discretion to allow variations from this
guideline requirement.
The Board retains the right to vary from policy in exceptional
circumstances. However, any variation from policy and the
reasons for it will be disclosed.
6.5 Treatment of major transactions
Downer has delivered significant shareholder value through a
long history of strategic mergers, acquisitions and divestments.
On each occasion, the Board considers the impact of these
transactions. Where a transaction is both material and
unbudgeted, the Board considers whether it is appropriate
to adjust for its impact on the key performance indicators on
which executive performance is measured. The objective of
any adjustment is to ensure that opportunities to add value
through an opportunistic divestment or acquisition should
not be fettered by consideration of the impact on incentive
payments. That is, executives should be ‘no better or worse
off’ as a result of the transaction. No adjustments are made for
market reactions to a transaction as the Board believes that
management is accountable for those outcomes.
The Board considers this approach to be appropriate as it:
§Ensures that executives and the Board consider these
transactions solely based on the best interests of Downer
§Means executives remain accountable for transaction
execution and post-transaction performance from the
next budget cycle
§Ensures that executives complete opportunistic transactions
that are in the long-term interests of shareholders
§Is consistent with the Board’s long-term view when
considering the value of major transactions to
Downer’s shareholders
§Ensures Downer remains agile and responsive in managing its
portfolio by pursuing opportunities as and when they emerge
rather than being constrained by the annual budget process.
39Directors’ Report |

In assessing Zero Harm performance of executives, the results of acquired businesses are excluded for a period of 12 months
post acquisition to ensure that management is accountable for the objectives set in the annual business planning process and
in recognition that an integration period during which Downer’s Zero Harm framework (including systems, processes, definitions
and measurement and reporting methods) is implemented through the acquired business is appropriate. Where this transition to
Downer’s framework takes place over a longer period due to the complexity of the implementation or the maturity profile of the
acquired business, the Board will consider an extension to a more appropriate period.
6.6 Treatment of significant items
From time to time, Downer’s performance is impacted by significant items. Where these occur, the Board considers whether to
adjust for their impact (positive or negative) on a case by case basis, having regard to the circumstances relevant to each item.
The Board considers this approach to be appropriate as it ensures that executives and the Board make decisions solely based on
the best interests of Downer.
7. Details of Executive Remuneration
7.1 Remuneration received in relation to the 2022 financial year
Executives receive a mix of remuneration during the year, comprising fixed remuneration, an STI paid in cash, and a LTI in the form
of performance rights that vest four years later, subject to meeting performance and continued employment conditions.
The table below lists the remuneration actually received in relation to the 2022 financial year, comprising fixed remuneration, cash
STIs relating to 2022, deferred STIs payable in 2022 in respect of prior years and the value of LTI grants that vested during the
2022 financial year. This information differs to that provided in the statutory remuneration table at section 7.2 which shows the
accounting expense of LTIs and deferred STIs for 2022 determined in accordance with accounting standards rather than the value
of LTI grants that vested during the year.
Fixed
Remuneration
1
$
Cash Bonus
paid or
payable in
respect of
current year
2
$
Deferred Bonus
paid or payable
in respect of
prior years
4
$
To t a l
payments
$
Equity that
vested during
2022
3
$
To t a l
remuneration
received
$
G A Fenn2 ,091,147650,000430,7503,171,897–3,171,897
M J Ferguson1,000,000243,750161,5311,405,281–1,405,281
P J Tompkins1,000,000243,750160,6131,404,363–1,404,363
4,091,1471,137,500752,8945,981,541–5,981,541
1. Fixed remuneration comprises salary and fees, payment of leave entitlements, non-monetary benefits and superannuation payments.
2. Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2022 financial year. These comprise the 50% cash component
of the award. The remaining 50% of the total award is deferred as described in Section 6.3.
3. Represents the value of performance rights granted in previous years that vested during the year, calculated as the number of performance rights that vested
multiplied by the closing market prices of Downer shares on the vesting date.
4. Deferred Bonus represents the deferred cash bonus amount to be paid in September 2022, being the first deferred component of the 2021 award, being 25%
of the award.
40
| Downer EDI Limited

7. 2 Remuneration of executive key management personnel required under the Corporations Act 2001 (Cth)
2022Short-term employee benefitsPost-employment benefits
Salary
and fees
$
Cash
Bonus
paid or
payable
in respect
of current
year
1
$
Deferred
Bonus
paid or
payable
3
$
Non-
monetary
$
Super-
annuation
$
Other
benefits
$
Te r m -
ination
Benefits
$
Subtotal
$
Share-
based
payment
transac-
tions
2
$
To t a l
$
G A Fenn1,691,432650,000629,792376,14723,568––3,370,939395,8883,766,827
M J Ferguson964,390243,750236,17212,04223,568––1,479,922110,1531,590,075
P J Tompkins952,209243,750235,40620,29527,496––1,479,15698,9741,578,130
3,608,0311,137,5001,101,370408,48474,632––6,330,017605,0156,935,032
1. Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2022 financial year. These comprise the 50% cash component
of the award.
2. Represents the value of vested and unvested equity expensed during the period including reversal for forfeited equity incentives and the probability of the incentives
vesting, in accordance with AASB 2 Share-based Payment, related to grants made to the executive, as outlined in section 8.3. Vesting of the majority of securities
remains subject to significant performance and service conditions as outlined in section 6.4.
3. Deferred Bonus represents the value of deferred components attributable to the 2022 financial year based on amortisation of deferred components over the period
from the commencement of the relevant performance year to the end of financial year to which payment of the relevant deferred component relates.
2021Short-term employee benefitsPost-employment benefits
Salary
and fees
$
Cash
Bonus
paid or
payable in
respect of
current
year
1
$
Deferred
Bonus
paid or
payable
3
$
Non-
monetary
$
Super-
annuation
$
Other
benefits
$
Te r m -
ination
Benefits
$
Subtotal
$
Share-
based
payment
transac-
tions
2
$
To t a l
$
G A Fenn1,723,306861,500483,425339,30221,694––3,429,227(116,059)3,313,168
S Cinerari1,078,306473,82527 7,69115,56626,051––1,871,439(61,165)1,810, 274
M J Ferguson965,904323,063181,28412,40221,694––1,504,3474,0981,508,445
S L Killeen905,749306,36017 7, 8 417232 ,478––1,422,5001,7331,424,233
P J Tompkins959,525321,225167,10318,78121,694––1,488,32821,0391,509,367
5,632,7902,285,9731 , 287, 344386,123123,611––9,715,841(150,354)9,565,487
1. Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2021 financial year. These comprise the 50% cash component
of the award.
2. Represents the value of vested and unvested equity expensed during the period including reversal for forfeited equity incentives and the probability of the incentives
vesting, in accordance with AASB 2 Share-based Payment, related to grants made to the executive, as outlined in section 8.3. Vesting of the majority of securities
remains subject to significant performance and service conditions as outlined in section 6.4.
3. Deferred Bonus represents the value of deferred components attributable to the 2021 financial year based on amortisation of deferred components over the period
from the commencement of the relevant performance year to the end of financial year to which payment of the relevant deferred component relates.
7. 3 Performance related remuneration
7. 3 .1 Performance outcomes required under the Corporations Act 2001 (Cth)
The table below lists the proportions of remuneration paid during the year ended 30 June 2022 that are performance
and non-performance related and the proportion of STIs that were earned during the year ended 30 June 2022 due
to the achievement of the relevant performance targets.
Proportion of 2022
remuneration2022 Short-term incentive
Performance
Related
1
%
Non-
performance
Related
%
Paid
%
Forfeited
%
G A Fenn44566535
M J Ferguson37636535
P J Tompkins37636535
1. Performance related portion includes the reversal of expense for forfeited equity incentives described in section 6.4.
41Directors’ Report |

7. 3 . 2 STI performance outcomes
In order for an STI to be paid, a minimum of 90% of the budgeted profit target must be met. For KMP, the hurdle is 90% of the Group
budgeted profit target. Profit for this purpose is defined as NPATA.
Further information on the financial element and assessment of STI outcomes is set out at section 7.4.
For the Zero Harm element, performance between target and stretch of the individual safety and sustainability measures was
achieved. Sadly, a long-term Downer employee in New Zealand died in May 2022 following a fall at work. Although the cause of
death is not yet known, Downer has treated this as a workplace fatality. Accordingly, it was determined that the safety gate was not
met and 50% of the total Zero Harm achievement is forgone.
For the People element, threshold performance was achieved.
Specific STI financial and commercial targets remain commercially sensitive and so have not been reported..
7.3.3 LTI performance outcomes
The table below summarises LTI performance measures tested and the outcomes for each executive.
Relevant executives
1
Relevant LTI measurePerformance outcome% LTI tranche that vested
G A Fenn,
M J Ferguson,
P J Tompkins
2019 plan – performance period 1 July 2018 to 30 June 2021
TSR tranche – percentile ranking
of Downer’s TSR relative to the
constituents of the ASX 100 over
a three-year period.
Actual performance ranked
at the 30th percentile based
on a TSR result of –8.4%.
0% became provisionally
qualified. 100% were forfeited.
EPS tranche – compound annual
earnings per share growth
against absolute targets over
a three-year period.
Actual performance
was –4.3%.
0% became provisionally
qualified. 100% were forfeited.
Scorecard tranche – sustained NPAT
and FFO performance against budget
over a three-year period.
Actual performance was 54.3%
for NPAT and 63.6% for FFO.
0% became provisionally
qualified. 100% were forfeited.
G A Fenn,
M J Ferguson,
P J Tompkins
2020 plan – performance period 1 July 2019 to 30 June 2022
2
TSR tranche – percentile ranking
of Downer’s TSR relative to the
constituents of the ASX 100 over
a three-year period.
Actual performance ranked at
the 26th percentile based on a
TSR result of –18.3%.
0% became provisionally
qualified. 100% were forfeited.
EPS tranche – compound annual
earnings per share growth
against absolute targets over
a three-year period.
Actual performance was –4.1%.0% became provisionally
qualified. 100% were forfeited.
Scorecard tranche – sustained NPATA
and FFO performance against budget
over a three-year period.
Actual performance was 57.6%
for NPATA and 62.9% for FFO.
0% became provisionally
qualified. 100% were forfeited.
1. Relevant executives refers to members of the KMP who are participants in the plan tested.
2. Test outcomes for the 2020 plan are provisional and will be confirmed following release of the Company’s audited 2022 results. Accordingly, the outcomes are not
reflected in the disclosures in section 8.
42
| Downer EDI Limited

7. 4 Major transactions and significant items
In 2022 there were five major unbudgeted transactions and three unbudgeted significant items. Each of these items is described
below at sections 7.4.1 and 7.4.2 of this report, along with the impact of the item and effect on remuneration outcomes at
section 7.4.3.
7.4 .1 Major transactions
In 2022 Downer continued to optimise its portfolio in keeping with its Urban Services strategy through restructuring, partnering,
acquisition and divestment.
Downer undertook five major unbudgeted transactions during 2022. These transactions were the acquisition of Fowlers Asphalting,
the exit of the Hospitality businesses, the divestments of the Mining businesses of Otraco and Open Cut Mining East, and the sale
of the Rosehill Asphalt Plant.
In accordance with its policy, the Board considered the impact of each major transaction on incentive outcomes and
determined that:
§The Fowlers Asphalting acquisition was a material, unbudgeted transaction for which it was appropriate to adjust
incentive outcomes
§The exit of Hospitality businesses was a material, unbudgeted transaction for which it was appropriate to adjust
incentive outcomes
§The divestment of the Otraco business was a material, unbudgeted transaction for which it was appropriate to adjust
incentive outcomes
§The divestment of the Open Cut Mining East business was a material, unbudgeted transaction for which it was appropriate
to adjust incentive outcomes
§The gain on sale of the Rosehill site was a material, unbudgeted transaction for which it was appropriate to adjust
incentive outcomes.
7.4 . 2 Significant items
During the year, three unbudgeted items had a significant impact. The Board considers such items at the end of each performance
period and whether it is appropriate to adjust for their impact on incentive outcomes.
The Board considered it was appropriate to adjust incentive outcomes for the following items:
ItemDescription
Fair value adjustment on
the Downer Contingent
Share Options
In September 2020, Downer issued contingent share options as part of the consideration for its
acquisition of the remaining interests in Spotless.
The options are required to be remeasured to fair value at each reporting date. For 2022, the options
were revalued downwards by $3.7 million post-tax, resulting in an unbudgeted gain.
Issuing the securities in order to acquire the remaining interests in Spotless was considered to be
in the best interests of Downer.
It was determined that it was appropriate to adjust incentive outcomes for this item.
Bid costsDowner is in the process of tendering for the Queensland Train Manufacturing Program.
This opportunity was identified in the business planning process, however crystallised earlier
than expected. In order to secure this opportunity, it was necessary to incur bid costs of $12.7 million
(post-tax $8.9 million) which was unbudgeted in 2022.
Securing this opportunity is considered to be in the best interest of Downer. Accordingly, it was
determined that it was appropriate to adjust incentive outcomes for this item.
Credit risk loss
– Probuild
In November 2018, Downer entered contracts with Probuild Constructions (Australia) Pty Ltd
(Probuild) for the provision of mechanical and electrical services for the new Victoria Police building
in Melbourne. On 23 February 2022 Probuild entered voluntary administration and appointed
an Administrator.
Downer achieved Practical Completion of its services on 9 July 2020 with the defect liability
period ending on 9 July 2022. There are outstanding claims which are unpaid by Probuild, of which
post-tax $27.7 million has been recognised by Downer and recovery is now subject to risk due to
the administration.
The Board determined that no adjustment be made for this item.
43Directors’ Report |

7.4 . 3 Adjustments made to incentive calculations for major transactions and significant items
The Board determined that the following adjustments be made to KPI calculations for the impact of major transactions and
significant items. The adjustments mean that executives are ‘no better or worse off’ as a result of the transactions and significant
items so that performance is measured against delivery of the Company’s budget and business plan.
MeasureAdjustmentImpact on STIImpact on LTI
N PATANet increase of $26.1 million comprised of:
§Exclusion of $3.7 million of fair value movement on Downer Contingent Share
Options (DCSO) liability
§Exclusion of net loss on exit of the Open Cut Mining East, Otraco and
Hospitality businesses, including the loss of operating earnings since the
divestment net of interest expense of $83.2 million (post-tax)
§Exclusion of operating earnings from Fowlers Asphalting net of transaction
costs and net interest expense of $2.2 million
§Exclusion of bid costs in relation to tendering for the Queensland Train
Manufacturing Program of $8.9 million (post-tax)
§Exclusion of the gain on sale of the Rosehill Asphalt Plant of
$60.1 million (post-tax).
No change.No change.
FFONet decrease of $104.5 million comprised of:
§Exclusion of $105.8 million proceeds from the divestment of the Open Cut
Mining East, Otraco and Hospitality businesses (net of transaction and other
exit costs) including the loss of operating cash since the divestment
§Exclusion of the cash flow impact on Fowlers Asphalting (transaction costs,
net interest expense, operating cash and payment for business acquisition)
of $18.4 million
§Exclusion of payment for bid costs in relation to tendering for the
Queensland Train Manufacturing Program of $8.9 million
§Exclusion of the net cash inflow impact of the sale of the Rosehill Asphalt
Plant of $26.0 million.
No change.No change.
EPSThe use of NPAT adjusted as set out above.Not applicable.No change.
TSRNo adjustments were made.Not applicable.Not applicable.
44
| Downer EDI Limited

The Board’s determination to adjust incentive outcomes for major transactions and significant items as set out in sections 7.4.1
and 7.4.2 did not impact incentive outcomes for executives as the earnings gate was not met.
The Board considered this outcome and whether it was appropriate.
The impact of widespread COVID-19 infections within the community and the restrictions placed on businesses and employees
by government was not anticipated at the time targets and forecasts for 2022 were set. Additionally, the prolonged and severe
wet weather patterns experienced throughout Australia’s eastern States have been debilitating and unprecedented. The impact
of COVID-19 and severe wet weather patterns materially impacted the Company’s financial performance.
Notwithstanding the difficulties presented during the period our staff and management responded outstandingly in highly
challenging circumstances, maximising outcomes for shareholders, protecting not only the performance of the Company but also
the communities in which Downer operates, all while delivering quality service outcomes for customers. If not for this ‘above and
beyond’ effort, Downer would not be in the strong position it is in today.
During the period the executive team continued to improve the Company by:
§Completing the exit of the Open Cut Mining East and Otraco businesses, delivering on the strategy to exit capital-intensive
businesses and significantly decreasing the Group’s carbon emissions profile
§Completing the exit of the Hospitality businesses, improving the Group’s resilience and reducing volatility
§Acquiring Fowlers Asphalting in Victoria’s Gippsland
§Completing the sale of our Rosehill Asphalt Plant and the construction of a world-leading replacement plant.
The Board assessed the impact of COVID-19 and severe wet weather on executive performance KPIs and formed the view that the
executive was likely to achieve at least target earnings performance in 2022, in the absence of those impacts.
After extensive deliberation of these issues and the Company’s financial and non-financial performance, the Board determined it
important and appropriate to exercise discretion to award an STI outcome of 65% for the executives, which is between threshold
and target. In keeping with policy, 50% of these awards are deferred.
In assessing the appropriate level of award the Board has balanced the challenging environment for shareholders and the strong
competition for talent and retention across Australia and New Zealand, which is unparalleled in recent years.
7.4.4 Future periods
For major transactions completed in 2022, the impact on operational performance is included in the 2023 budget and accordingly
no adjustments are expected in respect of FY23 operational performance.
7.5 Variations from policy
There were no variations from policy in 2022.
45Directors’ Report |

8. Executive Equity Ownership
8.1 Ordinary shares
KMP equity holdings in fully paid ordinary shares and performance rights issued by Downer EDI Limited are as follows:
Ordinary sharesPerformance rights
Balance at
1 July 2021
No.
Net Change
No.
Balance at
30 June 2022
No.
Balance at
1 July 2021
No.
Net Change
No.
Balance at
30 June 2022
No.
G A Fenn2,049,772–2,049,772625,748276,744902,492
M J Ferguson92,69411,279103,973152,59173,031225,622
P J Tompkins286,004–286,004156,43769,185225,622
8.2 Options and rights
No performance options were granted by Downer EDI Limited or exercised during the 2021 financial year.
As outlined in section 6.4.1, the LTI plan for the 2022 financial year is in the form of performance rights. Relief from certain
regulatory requirements was applied for and has been received from the Australian Securities and Investments Commission.
During the year, the LTI plan for the 2022 financial year was approved as outlined in section 6.4 of this report, however grants of
performance rights have not yet been made to KMP, however they are expected to be made early in the 2023 financial year. This
means that grants in relation to 2022 and 2023 are expected to be made during the 2023 financial year.
Consistent with the ASX Listing Rules for the adjustment of the quantity of rights and options on issue at the time of new share
issues, the quantity of unlapsed rights granted to executives under the 2019 plan was adjusted by the ASX Adjustment Factor
of 0.9812 in respect of the bonus element of the accelerated non-renounceable entitlement offer made during the 2021 year.
The following table shows the number of performance rights granted by Downer EDI Limited and percentage of performance rights
that vested or were forfeited during the year for each grant that affects compensation in this or future reporting periods.
2019 Plan2020 Plan
Number of
performance
rights
1
Vested
%
Forfeited
%
Number of
performance
rights
2
Vested
%
Forfeited
%
G A Fenn307, 573–100318,175––
M J Ferguson73,048–10079,543––
P J Tompkins76,894–10079,543––
1. Grant date 3 June 2019. Expiry date is 1 July 2022. The fair value of shares granted was $5.93 per share for the EPS and Scorecard tranches and $2.22 per share
for the TSR tranche.
2. Grant date 21 October 2020. Expiry date is 1 July 2023. The fair value of shares granted was $4.36 per share for the EPS and Scorecard tranches and $1.14 per share
for the TSR tranche.
46
| Downer EDI Limited

2021 Plan
Number of
performance
rights
1
Vested
%
Forfeited
%
G A Fenn584,317––
M J Ferguson146,079––
P J Tompkins146,079––
1. Grant date 30 September 2021. Expiry date is 1 July 2024. The fair value of shares granted was $5.73 per share for the EPS and Scorecard tranches and $3.86 per share
for the TSR tranche.
The maximum number of performance options and rights that may vest in future years that will be recognised as share-based
payments in future years is set out in the table below:
Maximum number of shares for the vesting year
202320242025
G A Fenn–318,175584,137
M J Ferguson–79,543146,079
P J Tompkins–79,543146,079
The maximum expense for performance options and rights that may vest in future years that will be recognised as share-based
payments in future years is set out in the table below. The amount reported is the value of share-based payments calculated in
accordance with AASB 2 Share-based Payment over the vesting period. In respect of the 2022 plan an estimated expense has
been recognised that will be trued up following formal valuation after the grants have been made.
202320242025
G A Fenn1, 507,4121,245,978500,000
M J Ferguson376,852311,494125,000
P J Tompkins376,852311,494125,000
8.3 Remuneration consultants
Guerdon Associates Pty Ltd was engaged by the Board Remuneration Committee to provide remuneration advice in relation to
KMP, but did not provide the Board Remuneration Committee with remuneration recommendations as defined under Division 1,
Part 1.2, 9B (1) of the Corporations Act 2001 (Cth).
The Board was satisfied that advice received was free from any undue influence by KMP to whom the advice may relate, because
strict protocols were observed and complied with regarding any interaction between Guerdon Associates Pty Ltd and management,
and because all remuneration advice was provided to the Board Remuneration Committee chair.
47Directors’ Report |

9. Key Terms of Employment Contracts
9.1 Notice and termination payments
Executives are on contracts with no fixed end date.
The following table captures the notice periods applicable to termination of the employment of executives.
Termination notice
period by Downer
Termination notice
period by employee
Termination payments
payable under contract
Managing Director12 months6 months12 months
Other Executives12 months6 months12 months
Termination payments are calculated based upon total fixed remuneration at the date of termination. No payment is made for
termination due to gross misconduct.
9.2 Managing Director and Chief Executive Officer of Downer’s employment agreement
Mr Fenn was appointed as the Managing Director of Downer commencing on 30 July 2010. The following table sets out the key
terms of the Managing Director’s employment agreement.
Te r mUntil terminated by either party.
Fixed
remuneration
$2.0 million per annum. This has remained unchanged since July 2012.
Fixed remuneration includes superannuation and non-cash benefits but excludes entitlements to
reimbursement for Mr Fenn’s home telephone rental and call costs, home internet costs and medical, life and
salary continuance insurance. Mr Fenn may also be accompanied by his wife when travelling on business, at
the Chairman’s discretion. There was no such travel during the year.
STI opportunityMr Fenn is eligible to receive an annual STI and the maximum STI opportunity is 100% of fixed remuneration.
Any entitlement to an STI is at the discretion of the Board, having regard to performance measures and
targets developed in consultation with Mr Fenn including Downer’s financial performance, safety, people,
environmental and sustainability targets and adherence to risk management policies and practices. The Board
also retains the right to vary the STI by + or – 100% (up to the 100% maximum) based on its assessment of
performance. The STI deferral arrangements in place for KMP apply to Mr Fenn.
There is no STI entitlement where the Managing Director’s employment terminates prior to the end of the
financial year, other than in the event of a change in control or by mutual agreement.
LTI opportunityMr Fenn is eligible to participate in the annual LTI plan and the value of the award is 100% of fixed
remuneration calculated using the volume weighted average price after each year’s half-yearly
results announcement.
Mr Fenn’s performance requirements have been described in section 6.4.
In the event of a change of control, providing at least 12 months of a grant’s performance period have elapsed,
unvested shares and performance rights pro-rated with the elapsed service period are tested for vesting with
performance against the relevant hurdles for that period and vest, as appropriate. Shares that have already
been tested, have met performance requirements, and are subject to the completion of the service condition,
fully vest.
48
| Downer EDI Limited

Te r m i n a t i o nMr Fenn can resign:
(a) By providing six months’ written notice; or
(b) Immediately in circumstances where there is a fundamental change in his role or responsibilities.
In these circumstances, Mr Fenn is entitled to a payment in lieu of 12 months’ notice.
Downer can terminate Mr Fenn’s employment:
(a) Immediately for misconduct or other circumstances justifying summary dismissal; or
(b) By providing 12 months’ written notice.
When notice is required, Downer can make a payment in lieu of notice of all or part of any notice period
(calculated based on Mr Fenn’s fixed annual remuneration).
If Mr Fenn resigns because ill health prevents him from continuing his duties, he will receive a payment in
recognition of his past services equivalent to 12 months’ fixed remuneration. At the discretion of the Board,
his shares under the LTI plan may also vest.
If Downer terminates Mr Fenn’s employment on account of redundancy, in addition to the notice (or payment
in lieu of notice) required to be given by Downer, Mr Fenn will receive a payment in recognition of his past
services equivalent to 12 months’ fixed remuneration.
If Mr Fenn resigns he will be subject to a six-month post-employment restraint in certain areas where the
Downer Group operates, where he is restricted from working for competitive businesses.
OtherThe agreement contains provisions regarding leave entitlements, duties, confidentiality, intellectual property,
moral rights and other facilitative and ancillary clauses. It also contains provisions regarding corporate
governance and a provision dealing with the Corporations Act 2001 (Cth) limits on termination benefits
to be made to Mr Fenn.
10. Related Party Information
10.1 Transactions with other related parties
Transactions entered into during the year with Directors of Downer EDI Limited and the Group are within normal employee,
customer or supplier relationships on terms and conditions no more favourable than dealings in the same circumstances
on an arm’s length basis and included:
§The receipt of dividends from Downer EDI Limited
§Participation in the Long-Term Incentive Plan
§Terms and conditions of employment
§Reimbursement of expenses.
A number of Directors of the Company hold directorships in other entities. Several of these entities transacted with the Group
on terms and conditions no more favourable than those available on an arm’s length basis.
49Directors’ Report |

11. Description of Non-executive Director Remuneration
11.1 Non-executive Director remuneration policy
Downer’s Non-executive Director remuneration policy is to provide fair remuneration that is sufficient to attract and retain Directors
with the experience, knowledge, skills and judgement to steward the Company.
Fees for Non-executive Directors are fixed and are not linked to the financial performance of the Company. The Board believes this
is necessary for Non-executive Directors to maintain their independence.
Non-executive Directors are not entitled to retirement benefits. Shareholders approved an annual aggregate cap of $2.0 million
for Non-executive Director fees at the 2008 AGM. The allocation of fees to Non-executive Directors within this cap has been
determined after consideration of a number of factors, including the time commitment of Directors, the size and scale of the
Company’s operations, the skill sets of Board members, the quantum of fees paid to Non-executive Directors of comparable
companies and participation in Board Committee work.
The Chairman receives a fee of $410,625 per annum (inclusive of all Committee fees) and superannuation. The other Non-executive
Directors each receive a base fee of $164,250 per annum. Additional fees are paid for Committee duties: $35,000 for the chair of the
Audit and Risk Committee; $27,000 for the chair of each of the Zero Harm Committee and Remuneration Committee, and $17,000
for the chair of the Tender Risk Evaluation Committee.
The basis of fees and the fee pool are reviewed when new Directors are appointed to the Board, when the structure of the Board
changes, or at least every three years. Reference is made to individual Non-executive Director fee levels and workload (i.e. number
of meetings and the number of Directors) at comparably sized companies from all industries other than the financial services sector,
and the fee pools at these companies. In addition, an assessment is made on the extent of flexibility provided by the fee pool to
recruit any additional Directors for planned succession after allocation of fees to existing Directors.
A review of fees was conducted in 2021. The review found that base fees paid to the Chairman and Non-executive Directors
remained appropriate however fees paid for chairing or serving as a member of a committee were below market levels. Accordingly,
as foreshadowed in the 2021 Remuneration Report, the following changes in fees were applied from 1 July 2021:
§Fees set at a fixed value inclusive of superannuation, rather than a fee plus superannuation at the superannuation guarantee rate
§Increase in the Chairman fees for the Remuneration Committee to $27,000 from $16,425
§Increase in the Chairman fees for the Zero Harm Committee to $27,000 from $16,425
§Increase in the Chairman fees for the Tender Risk Evaluation Committee to $17,000 from $16,425
§Introduction of fees for committee members at the rate of 50% of the respective committee Chairman fee.
50
| Downer EDI Limited

11.2 Non-executive Directors’ remuneration
The table below sets out the remuneration paid to Non-executive Directors for the 2022 and 2021 financial years.
Short-term benefitsPost-employment benefits
Ye a r
Board
fee
$
Committee
fee
$
To t a l
fees
$
Super-
annuation
$
Termination
benefits
$
To t a l
$
M P Chellew
1
2022302,736–302,73618,920–321,656
2021––––––
R M Harding
1
202293,324–93,3249,332–102,656
2021375,000–375,00035,625–410,625
M J Binns
1
202253,6402,34855,9881,345–57,333
2021––––––
P S Garling
1
2022149,31822,500171,81817,182–189,000
2021150,00013,750163,75015,556–179,306
T G Handicott2022149,31841,966191,28419,128–210,412
2021150,00015,000165,00015,675–180,675
N M Hollows2022149,31854,841204,15920,416–224,575
2021150,00035,000185,00017, 575–202,575
A M Howse
1
202237, 3 303,61740,9474,095–45,042
2021––––––
M J Menhinnitt
1
202249,7734,01753,7905,379–59,169
2021––––––
C G Thorne
1
2022––––––
20215,766–5,766548–6,314
P L Watson2022149,31857,421206,73920,674–2 27,413
2021150,00028 , 3 47178 , 3 4716,943–195,290
1. Amounts represent the payments relating to the period during which the individual was a Non-executive Director.
11.3 Equity held by Non-executive Directors
The table below sets out the equity in Downer held by Non-executive Directors for the 2022 and 2021 financial years.
20222021
Balance at
1 July 2021Net change
Balance at
30 June 2022
1
Balance at
1 July 2020Net change
Balance at
30 June 2021
M P Chellew–18,00018,000–––
R M Harding34,028–34,02828,8565,17234,028
M J Binns––––––
P S Garling23,540–23,54019,9623,57823,540
T G Handicott20,0471,05321,10017,0003 ,04720,047
N M Hollows15,53810,00025,5383,00012,53815,538
A M Howse–5,0005,000–––
M J Menhinnitt–21,74821,748–––
P L Watson17,93 3–17,93 36,32911,60417,93 3
1. Balance at 30 June 2022 for R M Harding and P S Garling represents the number of shares held as at their retirement date.
Signed in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations Act 2001 (Cth).
On behalf of the Directors.
M P Chellew
Chairman
Sydney, 17 August 2022
51Directors’ Report |

Auditor’s Independence Declaration
for the year ended 30 June 2022
52
| Downer EDI Limited
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Downer EDI Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Downer EDI Limited for
the financial year ended 30 June 2022 there have been:
i.no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii.no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG Nigel Virgo
Partner
Sydney
17 August 2022

Independent Auditor’s Report
for the year ended 30 June 2022
53Auditor’s Signed Reports |




KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.

Independent Auditor’s Report


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

Opinion
We have audited the Financial Report of
Downer EDI Limited (the Company).
In our opinion, the accompanying
Financial Report of the Company is in
accordance with the Corporations Act
2001, including:
• giving a true and fair view of the
Group's financial position as at 30
June 2022 and of its financial
performance for the year ended on
that date; and
• complying with Australian
Accounting Standards and the
Corporations Regulations 2001.

The Financial Report comprises:
• Consolidated statement of financial position as at 30
June 2022
• Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of cash
flows for the year then ended
• Notes including a summary of significant accounting
policies
• Directors' Declaration.
The Group consists of Downer EDI Limited (the Company)
and the entities it controlled at the year end or from time to
time during the financial year.

Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of
the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with
these requirements.

Independent Auditor’s Report – continued
for the year ended 30 June 2022
54
| Downer EDI Limited





Key Audit Matters
The Key Audit Matters we identified
are:
• Recognition of revenue
• Value of goodwill

Key Audit Matters are those matters that, in our
professional judgement, were of most significance in our
audit of the Financial Report of the current period.
These matters were addressed in the context of our audit of
the Financial Report as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters.
Recognition of revenue
Refer to Note B2 ‘Revenue’ ($10,989.0m)
The key audit matter How the matter was addressed in our audit
Recognition of revenue is a key audit matter
due to the:
• Significance of revenue to the financial
statements
• Large number of contracts with
numerous estimation events potentially
occurring over the course of the
contract’s life. This results in complex and
judgemental revenue recognition from
rendering of services and construction
contracts and therefore significant audit
effort is required to gather sufficient audit
evidence for revenue recognition.
We focused on the Group’s assessment of
the following elements of revenue recognition
for rendering of services and construction
contracts, as applicable:
• Revisions to total expected costs for
certain events or conditions occurring
during the performance of the contract, or
are expected to occur to complete the
contract, which is difficult to estimate;
• The Group’s assessment of when a
modification to the contract scope and/or
price for variations and claims is approved
and enforceable. The Group’s
consideration of the enforceability or
approval may include evidence that is
written, oral or implied by customary
business practice and therefore requires a
degree of judgement. The Group’s
Our procedures included:
• We obtained an understanding of the Group’s
process of accounting for rendering of services
and construction contract revenues. We
considered the appropriateness of the Group’s
accounting policy for rendering of services and
construction contract revenues, including
variations and claims and variable consideration,
against the requirements of the accounting
standards. We tested key controls such as:
- Management’s review and approval of
information for key bids including estimated
project milestones, projected Earnings Before
Interest and Tax (EBIT), Net Present Value
(NPV), Return On Funds Employed (ROFE),
and potential legal risks;
- Management’s review of key contracts where
events or conditions have occurred that
require changes to revenue recognition;
- The Group’s requirement to obtain customer
acceptance prior to billing an invoice.
• We selected a statistical sample of revenue
recognised and checked to evidence of the service
being performed such as customer approval.
• We used data analytic routines to select a sample
of contracts for testing based on a number of
quantitative and qualitative factors. These factors
included contracts with significant deterioration in
margin, significant variations and claims or variable
consideration. We also included factors which

55Auditor’s Signed Reports |





assessment of the enforceability of
variations and claims can drive different
accounting treatments, increasing the risk
of inappropriately recognising revenue;
and
• The Group’s policy for the determination
of the amount of revenue recognised
from variable consideration which is
highly probable of not reversing. Variable
consideration is contingent on the
Group’s performance and includes key
performance payments, abatements
offsetting revenue under the contract and
liquidated damages. The Group's
determination that variable consideration
is highly probable requires a degree of
estimation and judgement. This increased
the audit effort we applied to gather
sufficient audit evidence.

indicated to us a greater level of judgement was
required by the Group when assessing the
revenue recognition based on the estimates
developed for current and forecast contract
performance. For the samples selected, where
relevant:
- we read the selected contract terms and
conditions to evaluate the individual
characteristics of each contract reflected in the
Group’s estimate of revenue;
- we assessed the estimation of total expected
costs, including cost contingencies for
contracting risks, by challenging the Group’s
project and finance managers on their
estimations. We also checked key forecast
cost assumptions to independent sources and
underlying documentation such as inflation,
Enterprise Bargaining Agreements for wage
rates, salary costs and agreements with
subcontractors;
- we evaluated the Group’s assessment of
when a modification to the contract scope
and/or price for variations and claims is
approved and enforceable. This included
assessing the underlying records, legal
documents, customer correspondence and
contracts. We recalculated the amount of
revenue using the modified features of the
contract. We compared the recalculated
amounts against the amounts recorded by the
Group;
- we assessed the Group’s estimation of the
highly probable amount of revenue for
variations and claims. This included comparing
underlying evidence such as correspondence
with customers, and reports from objective
time and cost claim experts (where applicable)
for consistency with contract terms;
- we evaluated the Group’s legal and external
experts’ reports received on contentious
matters to identify conditions indicating
inappropriate recognition of variations and
claims. We checked the consistency of this to
the inclusion or not of an amount in the
estimates used for revenue recognition;

Independent Auditor’s Report – continued
for the year ended 30 June 2022
56
| Downer EDI Limited





- we assessed the scope, competency and
objectivity of the legal and external experts
engaged by the Group; and
• We evaluated the method applied by the Group to
estimate the highly probable amount of the key
performance payments, liquidated damages and
abatements against the specific contract terms.
This included gathering underlying evidence in
relation to the Group’s performance against the
terms of the contract. We then recalculated the
amount of variable consideration. We compared
the recalculated amounts to the amounts recorded
by the Group as offsets to revenue.


Value of goodwill
Refer to Note C7 ‘Intangible assets’ ($2,285.0m)
The key audit matter How the matter was addressed in our audit
The value of goodwill is a key audit matter
due to the size of the balance (being 30.6% of
total assets) and the significant audit effort
arising from:
• The Group having 5 groups of Cash
Generating Units (CGUs) for which the
impairment of goodwill is assessed;
• The risk that a reasonably possible
unfavourable change in certain key
assumptions for the Facilities CGU in the
absence of mitigating factors, may result
in nil headroom for that CGU; and
• The Group reorganising its internal
reporting structure during the year,
necessitating our consideration of the
changes to the Group’s segments and
composition of the Group’s CGUs and the
level at which goodwill was assessed.
We focused on the following key forward
looking assumptions in the Group’s value in
use models:
• Forecast cash flows including revenue
growth rate and EBIT margin
improvement in the forecast years, with
greater focus on the Facilities CGU and
Our procedures included:
• We obtained an understanding of the Group’s
goodwill impairment assessment process and
tested key controls such as the review and
approval of the budget by management and the
Board.
• We considered the appropriateness of the value in
use method applied by the Group to perform the
annual test of goodwill for impairment against the
requirements of the accounting standards.
• We considered the Group’s determination of their
CGUs based on our understanding of the
operations of the Group and how independent
cash inflows were generated, against the
requirements of the accounting standards.
• We analysed the Group’s reorganised segments
and the Group’s internal reporting to assess the
Group’s monitoring and management of activities,
and the allocation of goodwill to Groups of CGUs.
• We assessed the integrity of the value in use
model used, including the accuracy of the
underlying calculation formulas.
• We obtained the Group’s value in use model and
checked amounts to the Board approved FY23
budget and the FY24-FY25 business plan. We

57Auditor’s Signed Reports |





the expected outcome of tenders and
contract renewals.
• Discount rates – these are complicated in
nature and vary according to the
conditions and environment the specific
CGU is subject to from time to time; and
• Long-term growth rates – certain
valuations for CGUs of the Group are
highly sensitive to changes in this
assumption.
Using forward-looking assumptions tends to
be prone to greater risk for potential bias,
error and inconsistent application. These
conditions necessitate additional scrutiny by
us, in particular to address the objectivity of
sources used for assumptions, and their
consistent application.
The significant judgement involved in key
assumptions required the involvement of
valuation specialists to supplement our senior
audit team members in assessing this key
audit matter.
challenged the Group’s projected cash flows by
comparing the budget and business plan to our
understanding of the business. We compared
actual performance in FY22 to the budget for
FY23. We also considered the revenue growth rate
and EBIT margin between FY22 and the terminal
year in the models through our sensitivity analysis.
• We considered the sensitivity of the models by
varying key assumptions including revenue growth
rate and EBIT margin, long-term growth rates and
discount rates, within a reasonably possible range.
We considered the interdependencies of key
assumptions when performing the sensitivity
analysis. We did this to identify those CGUs at
higher risk of impairment and those assumptions
at higher risk of bias or inconsistency in application
to focus our further procedures.
• We obtained independent economic views on the
expected revenue growth rates for the CGUs in
the forecast years to challenge the forecast
cashflows.
• For the Facilities CGU with a higher risk of
impairment we performed a range of sensitivity
analyses to identify those assumptions at higher
risk of bias or inconsistency in application. This
included the discount rate, long-term growth rate,
revenue growth rate and EBIT margin. We
assessed the inclusion of expected tender wins
and contract renewals by comparing to historical
win and renewal rates to inform this testing. We
considered the sensitivity of the models by varying
key assumptions within a reasonably possible
range.
• Working with our valuation specialists we:
o independently developed a discount rate
range using publicly available market data
for comparable entities, adjusted by risk
factors specific to the Group and the
industry it operates in; and
o independently assessed the long-term
growth rate for each of the CGUs against
publicly available data and compared this
to the Group’s assumption.
• We assessed the Group’s disclosures of the
quantitative and qualitative considerations in
relation to the valuation of goodwill, by comparing
these disclosures to our understanding and the
requirements of the accounting standards.

Independent Auditor’s Report – continued
for the year ended 30 June 2022
58
| Downer EDI Limited







Other Information
Other Information is financial and non-financial information in Downer EDI Limited’s annual reporting which
is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for
the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In
doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date of
this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
• preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001
• implementing necessary internal control to enable the preparation of a Financial Report that gives a
true and fair view and is free from material misstatement, whether due to fraud or error
• assessing the Group and Company's ability to continue as a going concern and whether the use of the
going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless they either intend to
liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
• to obtain reasonable assurance about whether the Financial Report as a whole is free from material
misstatement, whether due to fraud or error; and
• to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
Auditor’s Report.

59Auditor’s Signed Reports |
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration
Report of Downer EDI Limited for the
year ended 30 June 2022, complies
with Section 300A of the Corporations
Act 2001.
Directors’ responsibilities
The Directors of the Company are responsible for the
preparation and presentation of the Remuneration Report in
accordance with Section 300A of the Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report included in pages
27 to 51 of the Directors’ report for the year ended 30 June
2022.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
KPMG
Nigel Virgo Stephen Isaac
Partner Partner
Sydney
17 August 2022

Consolidated Statement of Profit or Loss and Other Comprehensive Income 61
Consolidated Statement of Financial Position 62
Consolidated Statement of Changes in Equity 63
Consolidated Statement of Cash Flows 64
Notes to the consolidated financial statements
Directors’ Declaration 125
60
| Downer EDI Limited
Financial Statements
for the year ended 30 June 2022
A
About this
report
Page 65-66
B
Business
performance
Page 67-80
C
Operating assets
and liabilities
Page 81-95
D
Employee
benefits
Page 96-97
E
Capital structure
and financing
Page 98-105
F
Group
structure
Page 106-116
G
Other
Page 117-124
B1
Segment
information
C1
Reconciliation
of cash and cash
equivalents
D1
Employee benefits
E1
Borrowings
F1
Joint arrangements
and associate
entities
G1
New accounting
standards
B2
Revenue
C2
Trade receivables
and contract assets
D2
Defined
benefit plan
E2
Financing facilities
F2
Controlled entities
G2
Capital and financial
risk management
B3
Individually
significant items
C3
Inventories
D3
Key management
personnel
compensation
E3
Lease liabilities
F3
Related party
information
G3
Other financial
assets and
liabilities
B4
Earnings per share
C4
Trade payables and
contract liabilities
D4
Employee discount
share plan
E4
Commitments
F4
Parent entity
disclosures
B5
Taxation
C5
Property, plant and
equipment
E5
Issued capital
F5
Acquisition
of businesses
B6
Remuneration
of auditor
C6
Right-of-use assets
E6
Reserves
F6
Disposal of
businesses
B7
Subsequent events
C7
Intangible assets
E7
Dividends
C8
Other provisions
C9
Contingent liabilities