Notice of Annual General Meeting/Proxy Form

Page 1 of 1

29 September 2022


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



Dear Sir/Madam
Downer EDI Limited – Notice of Annual General Meeting and Proxy Form
Please find attached the following documents:
1. Notice of Annual General Meeting (AGM); and
2. Sample Proxy Form.
Downer will hold its AGM at 11:00am (Sydney time) on Thursday, 3 November 2022.

The Notice of Meeting includes detailed information about how shareholders can participate in the
AGM.
Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary


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

ARMY
GOVERNMENT
SCHOOL
HOSPITAL
Notice of Annual
General Meeting 2022
Notice is given that the Annual General Meeting of the Shareholders
of Downer EDI Limited (Downer or Company) will be held at:
The Auditorium
Northside Conference Centre
Oxley Street
(Cnr Oxley Street & Pole Lane)
Crows Nest NSW 2065
On Thursday 3 November 2022
Commencing at 11:00am Sydney time
(meeting)
Registration will commence at 10:30am

Dear Shareholder,
I am pleased to invite you to Downer’s 2022 Annual General
Meeting (AGM) to be held at 11:00am (Sydney time) on
3 November 2022. Registration will open from 10:30am
(Sydney time).
After two years of restrictions on physical gatherings arising
from the COVID-19 pandemic, our AGM will return to being
held in person.
Downer’s AGM is the occasion where shareholders vote
on a number of important resolutions, which are outlined
in this Notice of Meeting. It also provides shareholders
with the opportunity to meet with the Board, hear from
the Managing Director and CEO and ask questions.
Financial Report, Directors’ Report and Independent
Auditor’s Report
The first item of business will be to consider and receive the
Financial Report, the Directors’ Report and the Independent
Auditor’s Report for the year ended 30 June 2022.
Election and re-election of Directors
The second item of business seeks approval for the election
of Mark Binns, Dr Adelle Howse and Mark Menhinnitt as
Independent Non-executive Directors as well as the re-election
of Teresa Handicott and Peter Watson as Independent
Non-executive Directors.
Mark Binns joined the Board in March 2022. Mark has extensive
experience in New Zealand in the energy, construction and
building materials sectors.
Adelle Howse joined the Board in April 2022. Adelle has
extensive experience in the infrastructure, energy and
resources, construction, data centres, telecommunication
and property sectors.
Mark Menhinnitt joined the Board in March 2022. Mark
has extensive domestic and international experience in
large infrastructure development and urban regeneration,
investment management, construction, asset services,
operations and maintenance.
Teresa Handicott joined the Board in September 2016
and is currently Chairman of the Remuneration and
Disclosure Committees and a member of the Audit and Risk,
and Nominations and Corporate Governance Committees.
Peter Watson joined the Board in May 2019 and is currently
the Chairman of the Tender Risk Evaluation and Zero Harm
Committees and a member of the Audit and Risk Committee.
Remuneration Report and performance rights
The third item of business seeks approval of the Remuneration
Report and the fourth item of business seeks approval of the
grant of performance rights to the Managing Director as part
of his 2023 financial year remuneration.
The Board has been working hard over many years to ensure
that executive pay is appropriate and aligned with the outcomes
of the business. The Chairman’s letter on page 25 of Downer’s
Annual Report sets out a summary of Downer’s remuneration
strategy and outcomes for the 2022 financial year. I ask that you
consider this letter and accompanying pages in the 2022 Annual
Report when forming your views on these items of business.
Renewal of proportional takeover approval provisions
Downer’s constitution was amended in 2010 to include a
proportional takeover approval provision. The purpose of this
provision is to give shareholders the opportunity to decide
whether any proportional takeover bid for the Company should
succeed. As outlined in the Notice of Meeting, this item was last
voted on by shareholders and approved in 2019.
Directors fee limit
The final item of business seeks approval for an increase in the
limit on aggregate annual fees for Non-executive Directors from
$2,000,000 per annum to $2,400,000 per annum. The increased
amount takes account of the current market remuneration for
Non-executive Directors and provides for an aggregate amount
which will allow for the potential appointment of additional
Directors in the future. The Board has not sought an increase
in the aggregate Directors’ fees since 2008.
Yours sincerely,




Mark Chellew
Chairman
| Downer EDI Limited
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| Downer EDI Limited02

Ordinary Business
1. Financial Report, Directors’ Report and Independent
Auditor’s Report
To consider and receive the Financial Report, the Directors’
Report and the Independent Auditor’s Report of Downer
for the year ended 30 June 2022.
Note:
§No resolution is required for this item of business.
2. Election and re-election of Directors
To consider and, if thought fit, pass the following ordinary
resolution:
A. “That Mark Binns who was appointed as an Independent
Non-executive Director of the Company, effective 1 March
2022, in accordance with Rule 3.3 of the Company’s Constitution
and being eligible, is elected as a Non-executive Director
of Downer.”
B. “That Dr Adelle Howse who was appointed as an Independent
Non-executive Director of the Company, effective 1 April 2022,
in accordance with Rule 3.3 of the Company’s Constitution
and being eligible, is elected as a Non-executive Director
of Downer.”
C. “That Mark Menhinnitt who was appointed as an Independent
Non-executive Director of the Company, effective 1 March
2022, in accordance with Rule 3.3 of the Company’s Constitution
and being eligible, is elected as a Non-executive Director
of Downer.”
D. “That Teresa Handicott, who was appointed as an Independent
Non-executive Director of the Company on 21 September
2016 and in accordance with Rule 3.6 of the Company’s
Constitution and being eligible, offers herself for re-election,
is re-elected as a Non-executive Director of Downer.”
E. “That Peter Watson, who was appointed as an Independent
Non-executive Director of the Company on 22 May 2019 and
in accordance with Rule 3.6 of the Company’s Constitution
and being eligible, offers himself for re-election, is re-elected
as a Non-executive Director of Downer.”
3. Adoption of Remuneration Report
To consider, and if thought fit, pass the following ordinary
resolution:
“That the Remuneration Report for the year ended
30 June 2022 be adopted.”
Notes:
§This resolution is subject to voting exclusions,
which are set out in the Explanatory Memorandum.
§This resolution is advisory only and does not bind Downer
or the Directors.
§The Directors will consider the outcome of the vote and
comments made by shareholders on the Remuneration Report
at the meeting when reviewing Downer’s remuneration policies.
If 25% or more of votes that are cast are voted against this
resolution and again at the 2023 Annual General Meeting in
relation to the 2023 Remuneration Report, shareholders will
be required to vote at the 2023 Annual General Meeting on a
resolution that another meeting be held within 90 days, at which
all of Downer’s Directors (other than the Managing Director)
must stand for re-election.
A vote on this resolution must not be cast by or on behalf
of a member of the key management personnel (KMP), details
of whose remuneration are included in the Remuneration
Report, or by any of their closely related parties (such as certain
of their family members, dependants and companies they control).
However, this does not prevent those KMP or any of their
closely related parties from voting as a proxy for a person
who is not a member of the KMP or a closely related party if:
§the person specifies the way the proxy is to vote on this
resolution in the proxy form; or
§the person voting as a proxy is the Chairman and the proxy
form does not specify the way the proxy is to vote and
expressly authorises the Chairman to exercise the proxy even
if the resolution is directly or indirectly connected with the
remuneration of a member of the KMP for the Downer Group.
Notice of Annual General Meeting 2022 |03

Special Business
4. Approval of Managing Director’s Long-Term
Incentive (LTI)
To consider and, if thought fit, pass the following
ordinary resolution:
“That approval is given to the grant of performance rights
pursuant to the Company’s LTI Plan and the acquisition of
shares on vesting by issue or by transfer as the Managing
Director’s long-term incentive for 2023 on the basis described
in the Explanatory Memorandum to this Notice of Meeting.”
Note:
§This resolution is subject to voting exclusions,
which are set out in the Explanatory Memorandum.
A member of the KMP for the Downer Group and their closely
related parties must not vote as proxy on this resolution
unless the proxy appointment specifies the way the proxy
is to vote on the resolution. However, the Chairman of the
meeting may vote an undirected proxy if the proxy appointment
expressly authorises the Chairman to exercise the proxy even
if the resolution is connected directly or indirectly with the
remuneration of a member of KMP for the Downer Group.
5. Renewal of proportional takeover approval provisions
To consider and, if thought fit, pass the following resolution
as a special resolution:
“That the Company modify its constitution by renewing
clause 37 which contains proportional takeover approval
provisions for the purposes of section 648D of the Corporations
Act 2001 (Cth) (Corporations Act), with effect from the close
of the meeting.”
6. Increase of Non-executive Director fee limit
To consider and, if thought fit, pass the following
ordinary resolution:
“That the maximum total amount of Directors’ fees that may
be payable by the Company to the Non-executive Directors
be increased from $2,000,000 per year to $2,400,000 per year,
with effect from the financial year commenced 1 July 2022.”
Note:
§This resolution is subject to voting exclusions,
which are set out in the Explanatory Memorandum.
A member of the KMP for the Downer Group and their closely
related parties must not vote as proxy on this resolution unless
the proxy appointment specifies the way the proxy is to vote
on the resolution. However, the Chairman of the meeting may
vote an undirected proxy if the proxy appointment expressly
authorises the Chairman or a Director of Downer to exercise the
proxy even if the resolution is connected directly or indirectly
with the remuneration of a member of KMP for the Downer Group.
Invitation
Shareholders are invited to join the Directors for light
refreshments after the meeting.
How to vote
Shareholders can vote on the items of business by:
§attending the meeting; or
§appointing a proxy, representative or attorney to attend
the meeting and vote on their behalf.
Eligibility to attend and vote
You will be eligible to attend and vote at the meeting
if you are registered as a holder of Downer shares at
7:00pm (Sydney time) on Tuesday, 1 November 2022.
Questions at the meeting
Please note, only shareholders, their proxies, attorneys or
representatives may ask questions or make comments online
once they have been verified and they will be given a reasonable
opportunity to do so. Shareholders are encouraged to lodge
questions and comments prior to the meeting.
Corporate representatives
A shareholder, or proxy, that is a corporation and entitled
to participate and vote at the AGM may appoint an individual
as its corporate representative. Evidence of the appointment
of a corporate representative must be lodged with Downer’s
share registry prior to the meeting or have previously been
provided. The appropriate “Appointment of Corporate
Representative” form may be obtained from Computershare
or online at www.investorcentre.com under the help tab,
“Printable Forms”.
Attorneys
A shareholder entitled to participate and vote at the AGM
is entitled to appoint an attorney to participate and vote at
the AGM on the shareholder’s behalf. The power of attorney
appointing the attorney must be duly signed and specify the
name of each of the shareholder, the Company and the attorney,
and also specify the meetings at which the appointment may
be used. To be effective, the power of attorney must be received
by Downer’s share registry not later than 48 hours before the
time for holding the meeting.
| Downer EDI Limited
04

Appointing a proxy
1. A proxy form is attached.
2. A member entitled to participate online and vote at the
meeting is entitled to appoint not more than two proxies.
3. Where more than one proxy is appointed, each proxy should
be appointed to represent a specified proportion of the
member’s voting rights. In the absence of such a specification,
each proxy will be entitled to exercise half the votes.
4. You may appoint either an individual or a body corporate
as your proxy. A proxy need not be a member of Downer.
5. A proxy form must be signed by the member or the member’s
attorney. Proxies given by corporations must be signed either
under section 127 of the Corporations Act or in accordance with
the Constitution of the Company. In the case of joint holdings,
at least one of the joint holders must sign the proxy form.
6. If you appoint the Chairman of the meeting as your proxy
and do not direct the Chairman of the meeting how to vote
on Item 3 (Adoption of Remuneration Report), Item 4
(Approval of Managing Director’s long-term incentive
(LTI)) or Item 6 (Increase of Non-executive Director fee
limit) (which you may do by marking any one of “For”,
“Against” or “Abstain” on the proxy form for those items
of business), you will be expressly authorising the Chairman
of the meeting to exercise your proxy even if those Items
are directly or indirectly connected with the remuneration
of a member of the KMP for the Downer Group.
7. The proxy form and the power of attorney or other authority
(if any) under which it is signed (or a certified copy of the
power of attorney or authority) must be received not later
than 48 hours before the time for holding the meeting,
at the office of Downer’s share registry:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001 Australia
Fax: 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
Shareholders can also cast their votes online at
www.investorvote.com.au by following the prompts. To use this
facility, you will need your Securityholder Reference Number
(SRN) or Holder Identification Number (HIN) and postcode
as shown on the proxy form. You will be taken to have signed
the proxy form if you lodge it in accordance with the instructions
on the website.
Custodian voting – For Intermediary Online subscribers only
(custodians) please visit www.intermediaryonline.com to submit
your voting intentions.
Annual Report
Downer’s 2022 Annual Report is available on the Downer
website at www.downergroup.com.
All resolutions will be by poll
The Chairman of the meeting intends to call a poll on
each of the resolutions set out in this Notice of Meeting.
Notice of Annual General Meeting 2022 |05

Explanatory Memorandum
for Shareholders
The purpose of this Explanatory
Memorandum (which is included
in and forms part of the Notice of
Meeting) is to provide shareholders
with important information regarding
the items of business proposed for
the Downer 2022 Annual General
Meeting as well as assist shareholders
to determine how they wish to vote
on each resolution.
Shareholders should read the Notice
of Meeting, including this Explanatory
Memorandum carefully before deciding
how to vote on the resolutions.
Item 1 Financial Report, Directors’ Report
and Independent Auditor’s Report
The 2022 Annual Report (which includes the Financial Report,
the Directors’ Report and the Independent Auditor’s Report)
will be presented to the meeting. Shareholders can access a
copy of the report at the Downer website, www.downergroup.com.
The Chairman will give shareholders an opportunity to
ask questions about, and make comments on, the financial
statements and reports and Downer’s performance.
Shareholders will also be given an opportunity to ask a
representative of Downer’s auditor, KPMG, questions relevant
to audit matters, including the Independent Auditor’s Report.
The Chairman will also allow a reasonable opportunity for
a representative of the auditor to answer written questions
to the auditor submitted by shareholders to Downer no later
than Thursday, 27 October 2022.
Item 2 Election and re-election of Directors
Item 2(A) Election of Mark Binns
Mark Binns was appointed to the position of Non-executive
Director, effective 1 March 2022. Mr Binns joins Downer as
an Independent Director.
Mr Binns’ profile is set out below.
Mark Binns (66)
Independent Non-executive Director
since March 2022
Mark 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.
Board recommendation
The Directors, in the absence of Mr Binns, unanimously
recommend that shareholders vote in favour of this resolution,
as Mr Binns’ skills and experience (as set out above)
are valuable to the Board’s existing skills and experience.
Mr Binns also adds considerable strength and leadership
to the Committees on which he serves, being the Zero Harm
and Tender Risk Evaluation Committees.
The Chairman of the meeting intends to vote undirected
proxies in favour of this resolution.
| Downer EDI Limited
06

Item 2(B) Election of Dr Adelle Howse
Dr Adelle Howse was appointed to the position of Non-executive
Director, effective 1 April 2022. Dr Howse joins Downer as an
Independent Director.
Dr Howse’s profile is set out below.
Dr Adelle Howse (51)
Independent Non-executive Director
since April 2022
Dr Adelle 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 and Sydney Desalination Plant. She was formerly
the Chairman of the Australian Mathematical Sciences Institute,
and 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.
Board recommendation
The Directors, in the absence of Dr Howse, unanimously
recommend that shareholders vote in favour of this resolution,
as Dr Howse’s skills and experience (as set out above)
are valuable to the Board’s existing skills and experience.
Dr Howse also adds considerable strength and leadership
to the Committees on which she serves, being the Audit
and Risk and Remuneration Committees.
The Chairman of the meeting intends to vote undirected
proxies in favour of this resolution.
Item 2(C) Election of Mark Menhinnitt
Mark Menhinnitt was appointed to the position of Non-executive
Director, effective 1 March 2022. Mr Menhinnitt joins Downer as
an Independent Director.
Mr Menhinnitt’s profile is set out below.
Mark Menhinnitt (57)
Independent Non-executive Director
since March 2022
Mark 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.
Board recommendation
The Directors, in the absence of Mr Menhinnitt, unanimously
recommend that shareholders vote in favour of this resolution,
as Mr Menhinnitt’s skills and experience (as set out above)
are valuable to the Board’s existing skills and experience.
Mr Menhinnitt also adds considerable strength and leadership
to the Committees on which he serves, being the Remuneration
and Tender Risk Evaluation Committees.
The Chairman of the meeting intends to vote undirected
proxies in favour of this resolution.
Notice of Annual General Meeting 2022 |07

Item 2(D) Re-Election of Teresa Handicott
Teresa Handicott is a Non-executive Director who is retiring
by rotation in accordance with Downer’s Constitution. She is
eligible to be re-elected as a Director of Downer and intends
to offer herself for re-election with the unanimous support
of the other Directors.
Ms Handicott’s profile is set out below.
Teresa Handicott (59)
Independent Non-executive Director
since September 2016
Teresa 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
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.
Board recommendation
The Directors, in the absence of Ms Handicott, unanimously
recommend that shareholders vote in favour of this resolution,
as Ms Handicott’s skills and experience (as set out above)
are valuable to the Board’s existing skills and experience.
Ms Handicott also adds considerable strength and leadership
to the Committees on which she serves, being Chairman of
the Remuneration and Disclosure Committees and a member
of the Audit and Risk and Nominations and Corporate
Governance Committees.
The Chairman of the meeting intends to vote undirected
proxies in favour of this resolution.
Item 2(E) Re-Election of Peter Watson
Peter Watson is a Non-executive Director who is retiring
by rotation in accordance with Downer’s Constitution.
He is eligible to be re-elected as a Director of Downer and
intends to offer himself for re-election with the unanimous
support of the other Directors.
Mr Watson’s profile is set out below.
Peter Watson (66)
Independent Non-executive Director
since May 2019
Peter 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.
Board recommendation
The Directors, in the absence of Mr Watson, unanimously
recommend that shareholders vote in favour of this resolution,
as Mr Watson’s skills and experience (as set out above)
are valuable to the Board’s existing skills and experience.
Mr Watson also adds considerable strength and leadership
to the Committees on which he serves, being Chairman
of the Tender Risk Evaluation and Zero Harm Committees
and a member of the Audit and Risk Committee.
The Chairman of the meeting intends to vote undirected
proxies in favour of this resolution.
| Downer EDI Limited
08

Item 3 Adoption of Remuneration Report
The Remuneration Report is contained in the Directors’ Report
in the 2022 Annual Report. Shareholders can access a copy
of the report at the Downer website, www.downergroup.com.
The Remuneration Report provides information about
the remuneration arrangements for KMP, which includes
Non-executive Directors and the most senior executives,
for the year to 30 June 2022.
The Remuneration Report covers the following matters:
§An introductory letter from the Chairman and Chairman
of the Remuneration Committee to shareholders
§Year in review
§Details of Key Management Personnel
§Remuneration policy, principles and practices
§Relationship between remuneration policy and
Company performance
§The Board’s role in remuneration
§Description of executive remuneration
§Details of executive remuneration
§Executive equity ownership
§Key terms of employment contracts
§Related party information
§Description of Non-executive Director remuneration.
Shareholders will be given a reasonable opportunity to ask
questions about, or make comments on, the Remuneration Report.
Shareholders will be asked to vote on the Remuneration Report.
The resolution is advisory only and does not bind Downer or its
Directors. The Board will consider the outcome of the vote and
comments made by shareholders on the Remuneration Report
at the meeting when reviewing Downer’s remuneration policies.
Under the Corporations Act, if at least 25% of the votes cast
on the resolution are against the adoption of the relevant
Remuneration Report at two consecutive Annual General
Meetings (each an “AGM”, and any such potential 25% or more
vote ”against” commonly referred to as a “first strike” or “second
strike”), shareholders will be required to vote at the second of
those AGMs on a resolution that another general meeting be
held within 90 days, at which all of the Company’s Directors
in office at the time of the Directors’ resolution to make the
Directors’ Report containing that second Remuneration Report
(other than the Managing Director) must stand for re-election.
At last year’s AGM the resolution to adopt the 2021
Remuneration Report was carried with over 97% of
votes cast “for” the Remuneration Report.
Board recommendation
The Directors unanimously recommend that shareholders
vote in favour of Item 3 (Adoption of Remuneration Report).
Voting exclusions
A vote on Item 3 (Adoption of Remuneration Report) must
not be cast by or on behalf of a member of the KMP or by any
of their closely related parties (such as certain of their family
members, dependants and companies they control).
However, this does not prevent a member of the KMP, details
of whose remuneration are included in the Remuneration
Report, or any of their closely related parties, from voting
as a proxy for a person who is not a member of those KMP
or any of their closely related parties if:
§the person specifies the way the proxy is to vote on Item 3
(Adoption of Remuneration Report) in the proxy form; or
§the person voting as a proxy is the Chairman and the proxy
form does not specify the way the proxy is to vote and
expressly authorises the Chairman to exercise the proxy even
if the resolution is directly or indirectly connected with the
remuneration of a member of the KMP for the Downer Group.
If you choose to appoint a proxy, you are strongly encouraged
to direct your proxy how to vote on Item 3 (Adoption of
Remuneration Report) by marking any one of “For”, “Against”
or “Abstain” on the proxy form for that item of business.
As set out in the section on Appointing a Proxy, if you have
appointed the Chairman of the meeting as your proxy and
you do not mark any of “For”, “Against” or “Abstain” on the
proxy form, you will be expressly authorising the Chairman
to vote any proxies held by him in favour of Item 3 (Adoption
of Remuneration Report), even if that item is connected
directly or indirectly with the remuneration of a member
of the KMP for the Downer Group.
The Chairman of the meeting intends to vote any
undirected proxies held by him in favour of Item 3
(Adoption of Remuneration Report).
Notice of Annual General Meeting 2022 |09

Item 4 Approval of Managing Director’s Long-Term
Incentive (LTI)
It is proposed to grant the Managing Director performance
rights in Downer as the Managing Director’s 2023 long-term
incentive plan (2023 LTIP) on the terms set out below (2023
Grant) and to seek approval for that grant under ASX Listing
Rule 10.14.
This approval is being sought because Listing Rule 10.14.1
provides that a listed company must not permit a director
of Downer to acquire equity securities under an employee
incentive scheme unless it has been approved by shareholders.
The 2023 Grant falls within Listing Rule 10.14.1 above and
therefore requires the approval of Downer’s shareholders
under Listing Rule 10.14.
Resolution 4 seeks the required shareholder approval to the
2023 Grant under and for the purposes of Listing Rule 10.14.
If approval is granted under ASX Listing Rule 10.14, the Company
will be permitted to issue ordinary shares in the Company
to Mr Fenn in satisfaction of its obligations under those
performance rights if and when they vest. Further, Downer
will be able to proceed with the 2023 Grant without impact
on its ability to issue up to 15% of its total ordinary securities
without shareholder approval in any 12-month period.
Proposed long-term incentive for the Managing Director
for 2023
As a senior executive, Mr Grant Fenn has participated
in Downer’s long-term incentive plans (LTIPs) since 2009
and in his capacity as Managing Director since July 2010.
Under his employment agreement with Downer as Managing
Director, Mr Fenn is entitled to be granted performance rights
each year with a maximum value equal to 100% of his annual
fixed remuneration. Performance rights are being used
to appropriately align Mr Fenn’s remuneration as Managing
Director with shareholder returns. The performance rights are
subject to long-term performance requirements and therefore
only vest to Mr Fenn if those performance requirements are met.
In the event that the resolution is not passed by shareholders,
the Board intends to provide an LTIP equivalent through an
alternative mechanism in order to meet Mr Fenn’s contractual
entitlements.
In accordance with Downer’s contractual commitments, it is
proposed to grant Mr Fenn performance rights with a maximum
value of 100% of his annual fixed remuneration at the time the
quantity of performance rights is determined (as described
below). Mr Fenn’s current fixed remuneration is $2,000,000.
The grant will be in the form of performance rights which
are a right to receive fully paid Downer ordinary shares which
may be purchased on-market or issued by the Company.
Mr Fenn is also eligible to receive an annual short-term incentive
(STI) up to a maximum opportunity of 100% of his fixed
remuneration. Any entitlement to an STI is at the discretion of
the Board, having regard to performance measures and targets.
There is no STI entitlement where Mr Fenn’s employment
terminates prior to the end of the financial year, other than
in the event of a change in control or by mutual agreement.
Dividends will be paid or accumulated only from the time
the performance rights vest.
Entitlement under the 2023 Grant
Mr Fenn will receive a grant on the same terms and at the same
time as other eligible employees.
Subject to shareholder approval being obtained, the maximum
number of performance rights granted to Mr Fenn will be
466,625. This quantity was calculated as his annual fixed
remuneration of $2,000,000 divided by 4.2861 being the daily
average of the volume weighted average price of Downer shares
for the 10 trading days following the release of Downer’s results
for the year ended 30 June 2022, adjusted for the estimated
value of dividends during the vesting period that do not attach
to the rights. Each performance right will convert to one ordinary
share once all vesting conditions are met.
If shareholders approve the proposed resolution in Item 4
(Approval of Managing Director’s Long-Term Incentive (LTI)),
the 2023 Grant will be made within 12 months from the date
of this meeting.
Details of any securities issued under the Company’s LTI Plan
will be published in each annual report of the Company relating
to a period in which securities have been issued, and that
approval for the issue of securities was obtained under ASX
Listing Rule 10.14.
Any additional persons referred to in ASX Listing Rule 10.14
who become entitled to participate in the Company’s LTI Plan
after the resolution is approved and who are not named in
this Notice of Meeting and Explanatory Memorandum will not
participate until approval is obtained under ASX Listing Rule 10.14.
Price on grant or vesting
No amount is payable by the Managing Director on grant
or vesting of the performance rights.
Vesting conditions
Vesting of performance rights granted under the 2023 LTIP
will be subject to:
§meeting certain performance hurdles over a specified period;
and
§continued employment with Downer over a period
determined by the Board (service period).
Mr Fenn’s proposed 2023 Grant will be divided into three equal
tranches subject to the following performance hurdles:
§relative total shareholder return (TSR);
§compound annual earnings per share growth (EPS); and
§net profit after tax and before amortisation of acquired
intangibles (NPATA) and free cash flow (FFO) (Scorecard).
| Downer EDI Limited
10

TSR is measured over the three-year performance period
to 30 June 2025. TSR is calculated as the difference in share
price over the performance period, plus the value of shares
earned from reinvesting dividends received over this period,
expressed as a percentage of the share price at the beginning
of the performance period. If the TSR for each company in the
comparator group (see below) is ranked from highest to lowest,
the median TSR is the percentage return to shareholders
that exceeds the TSR for half of the comparison companies.
The 75th percentile TSR is the percentage return required
to exceed the TSR for 75% of the comparison companies.
Performance rights in the tranche to which the relative
TSR performance requirement applies vest in accordance
with the following table:
Downer’s TSR
ranking against the
comparator group
% of performance rights
subject to the relative TSR
<50th percentileNil
50th percentile30%
Above 50th and
below 75th percentile
Straight line so that a further 2.8% of the
performance rights in the tranche will vest for
every 1% increase between the 50th percentile
and 75th percentile
75th percentile
and above
100%
The comparator group for the 2023 Grant is the companies,
excluding financial services companies, in the ASX 100 index
as at the start of the performance period on 1 July 2022.
EPS growth is measured over the three-year performance
period to 30 June 2025. The EPS measure is based on AASB
133 Earnings per Share and is externally audited.
The tranche of shares dependent on the EPS performance
condition vests pro rata between 5% compound annual EPS
growth and 10% compound annual EPS growth.
Performance rights in the tranche to which the EPS
performance requirement applies vest in accordance
with the following table:
Downer’s EPS
compound annual
growth
% of performance rights subject
to EPS condition that qualify to vest
<5%Nil
5%30%
Above 5%
and below 10%
Straight line so that a further 14% of the
performance rights in the tranche will vest
for every 1% increase in EPS growth between
5% and 10%
10% or more 100%
The Scorecard condition will be comprised of two independent
absolute components of equal weighting. These components
will be based on Group NPATA and Group FFO. FFO is defined
as net cash flow from operating activities less investing cash flow.
The performance of each component will be measured over
the three-year period to 30 June 2025.
NPATA and FFO targets will be set at the beginning of each of
the three financial years. The performance of each component
will be assessed each year relative to the targets. Performance
of each component will be determined as the average of the
annual performance assessments for the three years.
Performance rights in the tranche to which the Scorecard
performance requirement applies vest in accordance with
the following table:
Scorecard result% of performance rights subject to
Scorecard condition that qualify to vest
<90%Nil
90%30%
Above 90%
and below 110%
Straight line so that a further 3.5% of the
performance rights in the tranche will vest
for every 1% increase between 90% and 110%
110% or more 100%
Once some or all of the performance rights have met the vesting
conditions, the performance rights will not vest unless the Board
is satisfied there has been no conduct on the part of Mr Fenn
that the Board considers inappropriate and that the financial
results against which the performance vesting condition were
tested were not incorrect in a material respect and were not
reversed or restated.
Performance period
The performance period for the 2023 Grant will be the three
years from 1 July 2022 to 30 June 2025 and the service period
will end on 30 June 2026.
Change of control
Under the 2023 LTIP, if there is a change in control of Downer
during the performance period, provided at least 12 months of
the 2023 Grant’s performance period have elapsed, unvested
performance rights pro-rated with the elapsed performance
period are tested for vesting with performance against the
relevant performance hurdles for that period.
Performance rights that have already been tested and have met
performance requirements but remain subject to the completion
of the service period condition will fully vest.
Neither unvested pro-rated performance rights nor performance
rights that have already been tested and met performance
requirements will vest unless the Board is satisfied that there
has been no conduct on the part of Mr Fenn that the Board
considers inappropriate and that the financial results against
which the performance hurdles were tested were not incorrect
in a material respect and were not reversed or restated.
Notice of Annual General Meeting 2022 |11

Cessation of employment
Upon cessation of employment of the Managing Director for
any reason, all performance rights that have not vested by the
cessation of employment will be forfeited unless, subject to
the termination benefit provisions of the Corporations Act, the
Board exercises its discretion to permit the Managing Director
to retain performance rights by deeming him to be an “Eligible
Leaver”. If Mr Fenn is deemed to be an Eligible Leaver, he may
be entitled to retain some or all of his performance rights and
these will be tested for vesting against the Vesting Conditions
other than the Continued Employment Condition in their normal
course. An Eligible Leaver’s performance rights will be settled
with fully paid Downer ordinary shares or in cash in the Board’s
sole and absolute discretion. No performance rights will vest
unless the Board is satisfied that there has been no conduct
on the part of Mr Fenn that the Board considers inappropriate
and that the financial results against which the performance
hurdles were tested were not incorrect in a material respect
and were not reversed or restated.
Other information
§Mr Fenn is the only Director of the Company who
is entitled to participate in the Company’s LTI Plan
§No loan is being made to Mr Fenn in relation
to the acquisition of performance rights
§The following table shows the number of performance rights
and restricted shares that have been previously granted by
Downer to Mr Fenn under the Company’s LTI Plan
§Each of the performance rights described below are a right
to receive fully paid Downer ordinary shares on vesting.
Each of the restricted shares described below were held
in trust until vesting
§Each of the performance rights and restricted shares
were granted for nil acquisition price
§The performance rights are not transferable, and do not
confer any right to vote or to a dividend; nor do they confer
any right to a return of capital, to participate in surplus profits
or assets of Downer, or to participate in new issues of securities.
Ye a rNumber of
performance rights
Number of
restricted shares
2009–444,825
2010–95,410
2011–480,205
2012–464,996
2013445,682–
2014243,576–
2015541,920–
2016711,717–
2017509,077–
2018338,524–
2019307,573–
2020318,175–
2021584,317–
2022374,714–

Board recommendation
In the view of the Non-executive Directors, it is in the best
interests of shareholders to approve the performance right-
based 2023 long-term incentive grant to the Managing
Director because it appropriately aligns the Managing Director’s
remuneration with shareholder returns. Your Directors (in the
absence of the Managing Director) therefore recommend
shareholders approve the 2023 Grant and the Managing
Director’s participation in the 2023 LTIP.
| Downer EDI Limited
12

Voting exclusions
The Company will disregard any votes cast in favour
of Item 4 by or on behalf of:
§Mr Fenn; or
§associates of Mr Fenn.
However, the Company need not disregard a vote cast in favour
of the resolution by:
§a person as proxy or attorney for a person who is entitled to
vote on the resolution, in accordance with directions given to
the proxy or attorney to vote on the resolution in that way; or
§the Chairman of the meeting as proxy or attorney for a person
who is entitled to vote on the resolution, in accordance with
a direction given to the Chairman to vote on the resolution
as the Chairman decides; or
§a holder acting solely in a nominee, trustee, custodial or other
fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
§the beneficiary provides written confirmation to the holder
that the beneficiary is not excluded from voting, and is
not an associate of a person excluded from voting, on the
resolution; and
§the holder votes on the resolution in accordance with
directions given by the beneficiary to the holder to vote
in that way.
Shareholders should note that apart from Mr Fenn no Director
is eligible to participate in any employee incentive scheme in
relation to the Company.
If you choose to appoint a proxy, you are strongly
encouraged to direct your proxy how to vote on Item 4
(Approval of Managing Director’s Long-Term Incentive (LTI))
by marking any one of “For”, “Against” or “Abstain” on the
proxy form for that item of business. As set out in the
section on Appointing a Proxy, if you have appointed the
Chairman of the meeting as your proxy and you do not
mark any of “For”, “Against” or “Abstain” on the proxy form,
you will be expressly authorising the Chairman to vote
any proxies held by him in favour of Item 4 (Approval of
Managing Director’s Long-Term Incentive (LTI)) even if that
item is connected directly or indirectly with the remuneration
of a member of KMP for the Downer Group.
The Chairman of the meeting intends to vote any undirected
proxies held by him in favour of Item 4 (Approval of Managing
Director’s Long-Term Incentive (LTI)).
Item 5 Renewal of proportional takeover approval
provisions
Under the Corporations Act, a company may include provisions
in its constitution to enable it to refuse to register shares
acquired under a proportional takeover bid unless a resolution
approving the bid is passed by the shareholders.
Proportional takeover approval provisions are contained in rule
37 of the Company’s existing Constitution which was approved
by shareholders at the Annual General Meeting on 3 November
2010. However, rule 37 will be automatically omitted from
the Company’s Constitution on 7 November 2022, the third
anniversary of that provision’s most recent approval by the
shareholders on 7 November 2019.
Rule 37 of the existing Constitution includes provisions requiring
shareholder approval of a proportional takeover bid. If the
renewal of the proportional takeover approval provisions is
approved, these provisions will have effect for a further 3 years.
The Board considers it in the interests of shareholders to renew
these provisions in the Constitution.
Where the approval of shareholders is sought to insert or
renew proportional takeover provisions in a constitution, the
Corporations Act requires certain information to be included
in the notice of meeting. That information is set out below.
Proportional takeover bid
A proportional takeover bid is a takeover bid where the offer
made to each shareholder is only for a proportion of that
shareholder’s shares.
Effect of the provisions proposed to be re-inserted
If a proportional takeover bid is made, the Directors must ensure
that a resolution of shareholders to approve the takeover bid
is voted on, in general, more than 14 days before the last day
of the bid period. The vote is decided on a simple majority and
each person (other than the bidder and their associates) who,
as at the end of the day on which the first offer under the bid
was made, held bid class securities, is entitled to vote. If the
resolution is not passed, transfers giving effect to takeover
contracts for the bid will not be registered and the offer will
be taken to have been withdrawn. If the resolution is not voted
on, the bid will be taken to have been approved.
If the bid is approved (or taken to have been approved),
the transfers must be registered (provided they comply with
other provisions of the Corporations Act and the Constitution).
The proportional takeover approval provisions do not apply
to full takeover bids and will only apply until 3 years after the
date of re-adoption. The provisions may be renewed for a
further term, but only by a special resolution of shareholders.
Notice of Annual General Meeting 2022 |13

Reasons for the proposal
The Board considers that shareholders should have the
opportunity to re-adopt the proportional takeover approval
provisions. Without these provisions, a bidder might be able
to obtain control of the Company using a proportional takeover
bid without shareholders having the opportunity to sell all their
shares, potentially leaving existing shareholders locked into
a minority position in the Company.
The proportional takeover approval provisions give shareholders
the opportunity to decide whether a proportional takeover bid
should proceed. If it does proceed, individual shareholders can
make a separate decision as to whether they wish to accept the
proportional offer for their shares.
Knowledge of any acquisition proposals
As at the date of this notice of meeting, none of the Directors
is aware of any proposal by a person to acquire, or to increase
the extent of, a substantial interest in the Company.
Potential advantages and disadvantages
Potential advantages
The potential advantages for shareholders of the proportional
takeover provisions include:
§shareholders have the right to decide by majority vote whether
an offer under a proportional takeover bid should proceed;
§they may help shareholders to avoid being locked in as a
minority;
§they increase shareholders’ bargaining power and may assist
in ensuring that any proportional takeover bid is adequately
priced; and
§knowing the view of the majority of shareholders may help
each individual shareholder assess the likely outcome of
the proportional takeover bid and decide whether to accept
or reject an offer under the bid.
Potential disadvantages
It may be argued that the proportional takeover approval
provisions make a proportional takeover bid more difficult to
achieve which may have the effect of discouraging proportional
takeover bids. This in turn may potentially reduce opportunities
for shareholders to sell some of their shares at an attractive
price to persons seeking to secure control of the Company
and may reduce an element of takeover speculation from the
Company’s share price, although this effect may be negligible
as proportional takeover bids are less common today than they
have been in the past. It may also be argued that the provisions
constitute a potential restriction on the ability of shareholders
to deal freely with their shares.
Since the existing Constitution was adopted, there have been
no full or proportional takeover bids for the Company. Therefore,
there has been no example against which to assess the advantages
or disadvantages of the provisions for the Board and shareholders
respectively, however, the Board is not aware of any potential
takeover bid that was discouraged by these provisions.
The Board does not believe the potential disadvantages
outweigh the potential advantages of re-adopting the
proportional takeover approval provisions in the Constitution.
Re-adopting the proportional takeover approval provisions
in the Constitution will not confer any particular advantages
or disadvantages on the Directors in their capacity as Directors
of the Company. The Directors therefore consider that they
remain free to make a recommendation on whether an offer
under a proportional takeover bid should be accepted.
Board recommendation
The Directors unanimously recommend that shareholders
vote in favour of this resolution. The Chairman intends to
vote any undirected proxies held by him in favour of Item 5
(Renewal of proportional takeover approval provisions).
Item 6 Increase of Non-executive Director fee limit
In accordance with the Company’s constitution and ASX
Listing Rule 10.17, shareholders are being asked to approve
an increase in the maximum aggregate fees payable to Non-
executive Directors by $400,000 from $2,000,000 per annum
to $2,400,000 per annum with effect from and including the
financial year commenced on 1 July 2022. The Board has not
sought an increase in the aggregate Directors’ fees since 2008.
The Company has since grown significantly in size and the
scope of its services.
The increased amount takes account of analysis from
independent advisers on the current market remuneration
for Non-executive Directors, provides for an aggregate amount
which will allow for the potential appointment of additional
Directors and will assist the Company to retain and attract
Non-executive Directors.
The proposed increased limit of $2,400,000 is the total that
may be paid to all Non-executive Directors of the Company,
and is not the amount that could be paid to individual Directors.
The amount that is payable to individual Directors is determined
by reference to market rates and 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, participation in committee
work and other factors.
Fees for Non-executive Directors are fixed and are not linked
to the financial performance of the Company in any way.
The Board believes this is necessary so that Board members
maintain their independence. In addition, Non-executive
Directors do not receive any bonus payment nor participate
in any share or incentive plan operated for executives of
the Company.
For details of the amount of Directors’ fees paid for the year
ended 30 June 2022, please refer to the 2022 Annual Report.
| Downer EDI Limited
14

Board recommendation
The Directors do not make any recommendation in respect
of this resolution given the personal interest of the Non-
executive Directors in the resolution. As noted in the proxy
form, the Chairman intends to vote undirected proxies in
favour of this resolution.
Voting exclusions
The Company will disregard any votes cast in favour of Item 6
by or on behalf of:
§any Director of Downer; or
§associates of any Director of Downer.
However, the Company need not disregard a vote cast in favour
of the resolution by:
§a person as proxy or attorney for a person who is entitled to
vote on the resolution, in accordance with directions given to
the proxy or attorney to vote on the resolution in that way; or
§the Chairman of the meeting as proxy or attorney for a person
who is entitled to vote on the resolution, in accordance with
a direction given to the Chairman to vote on the resolution
as the Chairman decides; or
§a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided
the following conditions are met:
§the beneficiary provides written confirmation to the holder
that the beneficiary is not excluded from voting, and
is not an associate of a person excluded from voting,
on the resolution; and
§the holder votes on the resolution in accordance
with directions given by the beneficiary to the holder
to vote in that way.
By order of the Board
Robert Regan, Company Secretary
Sydney, 29 September 2022

Getting there
Public transport
The closest train station is St Leonards. There are several
bus routes from the city and further north or west that stop
in Crows Nest and/or St Leonards. For information about train
and bus times, please call 131 500 or visit www.transportnsw.info.
Parking
On-street parking near the Centre is generally metered parking
(2P or less) with strictly enforced regulations. The Hume
Street Car Park is located directly across from the Northside
Conference Centre. There are three additional parking stations
in close proximity to the venue which are: Holtermann Street,
Nicholson Street and Alexander Street.
Go paperless
We encourage you to change your report preferences to
electronic delivery. To change your preferences or update your
details please contact Computershare on the details provided
below or online at: www.computershare.com.au/easyupdate/dow.
Further information
If you would like any further information regarding
Downer’s AGM, please contact the Company’s share registry,
Computershare, on 1300 556 161 if calling within Australia
or +61 3 9415 4000 if calling from outside Australia.
Information about Downer
Information about Downer’s FY22 performance can be read
in the Annual Report and Sustainability Report available at
www.downergroup.com.
ALBANY STREET
POLE LANE
CHANDOS STREET
WILLOUGHBY ROAD
OXLEY STREET
PACIFIC HWY
CLARKE STREET
LITHGOW STREET
CLARKE LANE
NICHOLSON STREET
RIVER ROAD
ST LEONARDS
STATION
NEWLANDS
PARK
Notice of Annual General Meeting 2022 |15

downergroup.com
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
PO Box 1823
North Ryde NSW 2113
T +61 2 9468 9700
F +61 2 9813 8915
ARMY
GOVERNMENT
SCHOOL
HOSPITAL

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they choose (to the extent permitted by law). If you mark more than one box on an item your
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Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
percentage or number of securities you wish to vote in the For, Against or Abstain box or
boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the
meeting and vote on a poll. If you appoint two proxies you must specify the percentage of
votes or number of securities for each proxy, otherwise each proxy may exercise half of the
votes. When appointing a second proxy write both names and the percentage of votes or
number of securities for each in Step 1 overleaf.
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DOWNER EDI LIMITED
ABN 97 003 872 848
292253_0_COSMOS_Sample_Proxy/000001/000001/i

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to
act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to
the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Downer EDI Limited to be held at The Auditorium, Northside
Conference Centre, Oxley Street (Cnr Oxley Street and Pole Lane), Crows Nest, NSW 2065 on Thursday, 3 November 2022 at 11:00am (AEDT)
and at any adjournment or postponement of that meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the
Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy
on Items 3, 4 and 6 (except where I/we have indicated a different voting intention in Step 2) even though Items 3, 4 and 6 are connected directly
or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from
voting on Items 3, 4 and 6 by marking the appropriate box in Step 2.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman
of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Appoint a Proxy to Vote on Your Behalf
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
Proxy Form
Please markto indicate your directions
I/We being a member/s of Downer EDI Limited hereby appoint
the Chairman
of the Meeting
OR
PLEASE NOTE: Leave this box blank if
you have selected the Chairman of the
Meeting. Do not insert your own name(s).
Step 1
Step 2
Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
This section must be completed.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
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Mobile NumberEmail Address
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Signature of Securityholder(s)
Step 3
ForAgainstAbstain
Item 2(A)Election of Director - Mr Mark Binns
Item 2(B)Election of Director - Dr Adelle Howse
Item 2(C)Election of Director - Mr Mark Menhinnitt
Item 2(D)Re-election of Director - Ms Teresa Handicott
Item 2(E)Re-election of Director - Mr Peter Watson
Item 3Adoption of Remuneration Report
Item 4Approval of Managing Director's Long-Term Incentive (LTI)
Item 5Renewal of Proportional Takeover Approval Provisions
Item 6Increase of Non-Executive Director Fee Limit
Date
/ /
DOW