Notice of Annual General Meeting/Proxy Form

Page 1 of 1








18 October 2023


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


Dear Sir/Madam

RE: Downer EDI Limited 2023 – Notice of Annual General Meeting and Proxy Form

Please find attached the following documents:
• Notice of Annual General Meeting (AGM); and
• Sample Proxy Form.

Downer will hold its AGM at 11:00am (Sydney time) on Wednesday, 22 November 2023.

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 Group General Counsel and Company Secretary, Robert Regan.

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

Notice of Annual General
Meeting 2023
Share in the potential
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
Live webcast link:
https://publish.viostream.com/app/s-d9fsbdt
On Wednesday 22 November 2023
Commencing at 11:00am
Sydney time (meeting)
Registration will commence
at 10:30am

Notice of Annual General Meeting 2023 | Downer EDI Limited
Dear Shareholder,
I am pleased to invite you to Downer’s 2023 Annual General
Meeting (AGM) to be held at 11:00am (Sydney time) on
Wednesday, 22 November 2023. Registration will open from
10:30am (Sydney time).
The AGM will be held at the Northside Conference Centre
Oxley Street (Cnr Oxley Street & Pole Lane) Crows
Nest NSW 2065. The AGM will also be webcast live at
https://publish.viostream.com/app/s-d9fsbdt.
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 2023.
Election of Directors
The second item of business seeks approval for the election of
Steven MacDonald and Sheridan Broadbent as Independent
Non-Executive Directors.
Steven MacDonald joined the Board in September 2023.
Steven is an experienced Non-executive Director and senior
executive with extensive experience in the water and power
sectors delivering engineering maintenance, services and major
infrastructure projects ranging from power plants to tunnels
to freeways and rail, and has worked in both Australia and
New Zealand. The Board believes Steven brings complementary
skills and experience to the Board. All of the Directors
unanimously recommend Steven’s election to the Board.
Sheridan Broadbent joined the Board in October 2023.
Sheridan is an experienced non-executive director and senior
executive with experience in business strategy, technology,
business development, and health and safety in the utilities and
telecommunications sectors. Having worked in both Australia
and New Zealand and being based in Auckland, Sheridan brings
a deep understanding of the New Zealand market. The Board
believes Sheridan brings complementary skills and experience
to the Board. All of the Directors unanimously recommend
Sheridan’s election to the Board.
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, Peter
Tompkins, as part of his remuneration for the 2023 and 2024
financial years.
At last year’s AGM the resolution to adopt the 2022
Remuneration Report was not carried and a ‘first strike’ was
received.
The Board has been working hard to respond to the concerns
of shareholders and ensure that executive pay and disclosure
is appropriate and aligned with the outcomes of the business.
The Chairman’s letter on page 31 of Downer’s Annual Report
and the accompanying pages of the Remuneration Report set
out Downer’s response to the strike and a summary of Downer’s
remuneration strategy and outcomes for the 2023 financial year.
I ask that you consider this letter and accompanying pages
in the 2023 Annual Report when forming your views on these
items of business.
Peter was previously Chief Operating Officer and was appointed
as Managing Director and Chief Executive Officer of Downer in
February 2023, and as such, approval of shareholders is being
sought for the grant of performance rights to Peter under the
Long-Term Incentive (LTI) plan for the 2023 financial year.
Approval is also being sought for a grant of performance rights
as part of his remuneration for the 2024 financial year.
Yours sincerely,
M J Menhinnitt
Chairman

Notice of Annual General Meeting 2023
03
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 2023.
Note:
§No resolution is required for this item of business.
2. Election of Directors
To consider and, if thought fit, pass the following
ordinary resolution:
A. “That Steven MacDonald who was appointed as an
Independent Non-executive Director of the Company,
effective 1 September 2023, in accordance with Rule 3.3 of
the Company’s Constitution and being eligible, is elected as
a Non-executive Director of Downer.”
To consider and, if thought fit, pass the following
ordinary resolution:
B. “That Sheridan Broadbent who was appointed as an
Independent Non-executive Director of the Company,
effective 2 October 2023, in accordance with Rule 3.3 of the
Company’s Constitution and being eligible, is 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 2023 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, shareholders will be required to vote at this 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) would automatically cease to hold office
at the end of that meeting unless they are willing to stand for
re-election and are re-elected, at that meeting.
A vote on this resolution must not be cast by or on behalf of a
member of the key management personnel of Downer (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 of KMP 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 2023 | Downer EDI Limited
Special Business
4. Approval of Managing Director’s Long-Term Incentive
(LT I)
To consider and, if thought fit, pass the following ordinary
resolution:
A. 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.
To consider and, if thought fit, pass the following
ordinary resolution:
B. 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 2024 on the basis described
in the Explanatory Memorandum to this Notice of Meeting.
Note:
§The resolutions in Item 4A and 4B are 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.
Contingent Business
5. Spill Resolution (Contingent item)
To consider and, if thought fit, pass the following resolution as
an ordinary resolution:
“Subject to, and conditional on, at least 25% of the votes validly
cast at the Annual General Meeting on Resolution 3 being cast
against that resolution, that:
A. Within 90 days of the date of this resolution another meeting
of shareholders (Spill Meeting) be held;
B. All of the Directors who were in office when the resolution
to approve the Directors’ Report for the year ended 30 June
2023 was passed (other than the Managing Director) and
who remain in office at the time of the Spill Meeting, will
cease to hold office immediately prior to the end of the Spill
Meeting; and
C. Resolutions to appoint persons to offices that will be vacated
immediately before the end of the Spill Meeting be put to the
vote at the Spill Meeting.”
Note:
§Item 5 – (the Spill resolution) – is to be put to this AGM
only if at least 25% of the votes cast at this AGM on Item 3
(Adoption of Remuneration Report) above are against the
adoption of the 2023 Remuneration Report.
A vote on this resolution must not be cast by or on behalf of a
member of the 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 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.
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.

Notice of Annual General Meeting 2023
05
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 Monday, 20 November 2023.
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 start of 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/au 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. If the appointor is an individual, the power of attorney
must be signed in the presence of at least one witness. To be
effective, the power of attorney must be received by Downer’s
share registry not later than 48 hours before the time for holding
the meeting.
Appointing a proxy
1. A proxy form is attached.
2. A member entitled to attend, participate and vote at the
meeting is entitled to appoint a proxy. If a member is entitled
to cast two or more votes at the meeting, that member 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 4A
(Approval of Managing Director’s long-term incentive for
2023), Item 4B (Approval of Managing Director’s long-term
incentive for 2024) or Item 5 (Spill Resolution) (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 2023 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 2023 | Downer EDI Limited
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
2023 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 2023 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 management
of Downer and 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 the conduct of the audit, the preparation and conduct of the
Independent Auditor’s Report, the accounting policies adopted
by the Company in relation to the preparation of the financial
statements, and the independence of the auditor in relation to
the conduct of the audit.
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
5:00pm on Wednesday, 15 November 2023.
Item 2 Election and re-election of Directors
Item 2A Election of Steven MacDonald
Steven MacDonald was appointed to the position of Non-
executive Director, effective 1 September 2023. Mr MacDonald
joins Downer as an Independent Director.
Mr MacDonald’s profile is set out below.
Steven MacDonald (62)
Independent Non-Executive Director
since September 2023
Steven MacDonald is an experienced
non-executive director and senior
executive with extensive experience in
the water and power sectors delivering
engineering maintenance, services
and major infrastructure projects ranging from power plants to
tunnels to freeways and rail, and has worked in both Australia
and New Zealand.
Mr MacDonald is currently a Non-executive Director of
Ausgrid, Chair of Intera Renewables and a member of Palisade
Investment Partners Investment committee and the Water NSW
Asset Advisory Group.
Mr MacDonald was formerly the Managing Director of
Zinfra and prior to that held several senior executive roles in
Transfield Services Limited, including Chief Executive Officer
for Marketing and Investments where he led mergers and
acquisitions including their integration and transformation,
Chief Executive Officer of Transfield Services Infrastructure
Fund and Chief Strategy Officer.
Mr MacDonald holds a Bachelor of Civil Engineering (Hons),
Melbourne University and is a member of the Australian Institute
of Company Directors.
Board recommendation
The Directors, in the absence of Mr MacDonald, unanimously
recommend that shareholders vote in favour of this resolution,
as Mr MacDonald’s skills and experience (as set out above)
are valuable to the Board’s existing skills and experience.
Mr MacDonald also adds considerable strength and leadership
to the Committees on which he serves, being the Zero Harm and
Project Governance Committees.
The Chairman of the meeting intends to vote undirected proxies
in favour of this resolution.

Notice of Annual General Meeting 2023
07
Item 2B election of Sheridan Broadbent
Sheridan Broadbent (55)
Independent Non-Executive Director
since October 2023
Sheridan Broadbent is an experienced
Non-executive Director and senior
executive with experience in business
strategy, technology, business
development, and health and safety
in the utilities and telecommunications sectors. Having
worked in both Australia and New Zealand and being based in
Auckland, Ms Broadbent brings a deep understanding of the
New Zealand market.
Ms Broadbent is currently a Non-executive Director of Spark
New Zealand, Manawa Energy, and is the Deputy Chair of the
Business Leaders’ Health & Safety Forum in New Zealand.
Ms Broadbent has previously served as the Chair of Kordia
Group, a Non-executive Director of Transpower, Kaingaroa
Timberlands and Waka Kotahi New Zealand Transport Agency,
and as a member of the New Zealand Government’s Cyber
Security Advisory Committee.
Ms Broadbent was formerly the Chief Executive of Counties
Power and prior to that held several senior executive roles in the
energy, telecommunications and engineering sectors, including
with Downer in Australia and New Zealand from 2007 to 2011.
Ms Broadbent holds a Bachelor of Commerce from the
University of Auckland and is a graduate of Harvard Business
School’s Advanced Management Program and the Australian
Institute of Company Directors, and is a Chartered Member of
the Institute of Directors in New Zealand.
Board recommendation
The Directors, in the absence of Ms Broadbent, unanimously
recommend that shareholders vote in favour of this resolution,
as Ms Broadbent’s skills and experience (as set out above)
are valuable to the Board’s existing skills and experience.
Ms Broadbent also adds considerable strength and leadership to
the Committees on which she serves, being the Zero Harm and
People and Culture Committees.
The Chairman of the meeting intends to vote undirected proxies
in favour of this resolution.
Item 3 Adoption of Remuneration Report
The Remuneration Report is contained in the Directors’ Report
in the 2023 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 2023.
The Remuneration Report covers the following matters:
§An introductory letter from the Chairman and Chairman of the
People and Culture 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 Item 5 (the “Spill Resolution”).
At last year’s AGM the resolution to adopt the 2022
Remuneration Report was not carried with 55.76% of votes cast
“against” the Remuneration Report. As more than 25% of the
votes cast on that resolution were against, the vote constituted
a “first strike”.

Notice of Annual General Meeting 2023 | Downer EDI Limited
The 2023 Remuneration Report addresses the concerns of
shareholders raised via the “first strike” at last year’s AGM.
If 25% or more of the votes cast on the resolution in Item 3
(that the 2023 Remuneration Report be adopted) are against
the adoption of the 2023 Remuneration Report, then this
would constitute a “second strike” and, as then required by the
Corporations Act, a Spill resolution, as set out in Item 5 will be
put and voted on at this AGM.
Board recommendation
The Directors unanimously recommend that shareholders vote
in favour of Item 3 (Adoption of Remuneration Report).
Voting exclusions
A vote on Item 3 (Adoption of Remuneration Report) must
not be cast by or on behalf of a member of the KMP or by any
of their closely related parties (such as certain of their family
members, dependants and companies they control).
However, this does not prevent a member of the KMP, details of
whose remuneration are included in the Remuneration Report,
or any of their closely related parties, from voting as a proxy
for a person who is not a member of those KMP or any of their
closely related parties if:
§the person specifies the way the proxy is to vote on Item 3
(Remuneration Report) in the proxy form; or
§the person voting as a proxy is the Chairman and the proxy
form does not specify the way the proxy is to vote and
expressly authorises the Chairman to exercise the proxy even
if the resolution is directly or indirectly connected with the
remuneration of a member of the KMP for the Downer Group.
If you choose to appoint a proxy, you are strongly
encouraged to direct your proxy how to vote on Item 3
(Adoption of Remuneration Report) by marking any one
of “For”, “Against” or “Abstain” on the proxy form for that
item of business. As set out in the section on Appointing a
Proxy, if you have appointed the Chairman of the meeting
as your proxy and you do not mark any of “For”, “Against”
or “Abstain” on the proxy form, you will be expressly
authorising the Chairman to vote any proxies held by him
in favour of Item 3 (Adoption of Remuneration Report),
even if that item is connected directly or indirectly with the
remuneration of a member of the KMP for the Downer Group.
The Chairman of the meeting intends to vote any undirected
proxies held by him in favour of Item 3 (Adoption of
Remuneration Report).
Item 4 Approval of Managing Director’s Long-Term
Incentive (LT I)
Item 4A – Approval of Managing Director’s Long-Term
Incentive for 2023
Mr Tompkins was appointed as Managing Director in
February 2023.
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 4A 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 Tompkins 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
In his previous role as Chief Operating Officer of Downer,
Mr Tompkins was eligible to participate in the Company’s
long-term incentive plan (LTIP). This entitled Mr Tompkins to
be granted performance rights with a maximum value equal to
50% of his annual fixed remuneration. Under his employment
agreement with Downer as Managing Director, Mr Tompkins
is entitled to be granted performance rights each year with a
maximum value equal to 130% of his annual fixed remuneration.
Mr Tompkins current annual fixed remuneration is $1,550,000.
Performance rights are being used to appropriately align
Mr Tompkins’s remuneration as Managing Director with
shareholder returns. The performance rights are subject to
long-term performance requirements and therefore only vest
to Mr Tompkins if those performance requirements are met.
In the event that the resolution is not passed by shareholders,
the Board intends to provide a 2023 LTIP equivalent through
an alternative mechanism in order to meet Mr Tompkins’s
contractual entitlements.
In accordance with Downer’s contractual commitments, it is
proposed to grant Mr Tompkins performance rights to the
value of $1,005,000, which is the value determined by weighting
his annual fixed remuneration at the relevant maximum
participation percentage for time served in his roles of Chief
Operating Officer and Managing Director respectively in the
2023 financial year. The grant will be in the form of performance

Notice of Annual General Meeting 2023
09
rights which are a right to receive fully paid Downer ordinary
shares which may be purchased on-market or issued by
the Company.
Mr Tompkins is also eligible to receive an annual short-term
incentive (STI) up to a maximum opportunity of 100% of his
annual fixed remuneration. Any entitlement to an STI is in
accordance with the plan rules. There is no STI entitlement
where Mr Tompkins’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 Tompkins will receive a grant on the same terms as for
grants made to other eligible employees.
Subject to shareholder approval being obtained, the maximum
number of performance rights granted to Mr Tompkins will
be 234,479. This quantity was calculated as the annual fixed
remuneration at the relevant maximum participation percentage
for time served in his roles of Chief Operating Officer and
Managing Director respectively in the 2023 financial year,
being $1,005,000. 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.
If shareholders approve the proposed resolution in Item 4A
(Approval of Managing Director’s long-term incentive), 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 Tompkins’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).
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 above100%
The comparator group for the 2023 Grant is the companies,
excluding financial services companies, in the ASX100 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.

Notice of Annual General Meeting 2023 | Downer EDI Limited
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 more100%
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 more100%
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 Tompkins 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 Tompkins that the Board
considers inappropriate and that the financial results against
which the performance hurdles were tested were not incorrect
in a material respect and were not reversed or restated.
Cessation of employment
Upon cessation of employment of the Managing Director for
any reason, all performance rights that have not vested by the
cessation of employment will be forfeited unless, subject to
the termination benefit provisions of the Corporations Act, the
Board exercises its discretion to permit the Managing Director
to retain performance rights by deeming him to be an “Eligible
Leaver”. If Mr Tompkins 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 Tompkins 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 Tompkins is the only Director of the Company who is
entitled to participate in the Company’s LTI Plan for 2023
§No loan is being made to Mr Tompkins 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 Tompkins 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.

Notice of Annual General Meeting 2023
11
Ye a r
Number of
performance
rights
Number of
restricted
shares
2012–82,343
201355,710–
201430,447–
201568,740–
2016124,551–
201789,087–
201867,705–
201976,894–
202079,543–
2021146,079–
202293,679–
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.
Voting exclusions
The Company will disregard any votes cast in favour of Item 4A
by or on behalf of:
§Mr Tompkins; or
§associates of Mr Tompkins.
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 Tompkins 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 4A
(Approval of Managing Director’s long-term incentive 2023)
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 4A (Approval of Managing Director’s
long-term incentive) 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 4A (Approval of Managing
Director’s long-term incentive 2023).
Item 4B – Approval of Managing Director’s Long-Term
Incentive for 2024
It is proposed to grant the Managing Director performance
rights in Downer as the Managing Director’s 2024 long-
term incentive plan (2024 LTIP) on the terms set out below
(2024 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 2024 Grant falls within Listing Rule 10.14.1 above and
therefore requires the approval of Downer’s shareholders under
Listing Rule 10.14.
Resolution 4B seeks the required shareholder approval to the
2024 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 Tompkins in satisfaction of its obligations under those
performance rights when they vest. Further, Downer will be
able to proceed with the 2024 Grant without impact on its
ability to issue up to 15% of its total ordinary securities without
Shareholder approval in any 12-month period.

Notice of Annual General Meeting 2023 | Downer EDI Limited
Proposed Long-Term Incentive for the Managing Director
for 2024
Under his employment agreement with Downer as Managing
Director, Mr Tompkins is entitled to be granted performance rights
each year with a maximum value equal to 130% of his annual fixed
remuneration. Performance rights are being used to appropriately
align Mr Tompkins’s remuneration as Managing Director with
shareholder returns. The performance rights are subject to
long-term performance requirements and therefore only vest to
Mr Tompkins if those performance requirements are met. If the
resolution is not passed by shareholders, the Board intends to
provide a 2024 LTIP equivalent through an alternative mechanism
in order to meet Mr Tompkins’s contractual entitlements.
In accordance with Downer’s contractual commitments, it is
proposed to grant Mr Tompkins performance rights with a
maximum value of 130% of his annual fixed remuneration at
the time the quantity of performance rights is determined
(as described below). Mr Tompkins’s current annual fixed
remuneration is $1,550,000. 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 Tompkins is also eligible to receive an annual short-term
incentive (STI) up to a maximum opportunity of 130% of his
annual fixed remuneration. Any entitlement to an STI is in
accordance with the plan rules. There is no STI entitlement
where Mr Tompkins’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 2024 grant
Mr Tompkins 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 Tompkins will
be 480,448. This quantity was calculated as his annual fixed
remuneration of $1,550,000 multiplied by the participation
rate of 130% divided by $4.1940 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 2023. Each performance right will convert
to one ordinary share once all vesting conditions are met.
If shareholders approve the proposed resolution in Item 4B
(Approval of Managing Director’s long-term incentive), the
2024 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 2024 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 Tompkins’s proposed 2024 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).
TSR is measured over the three-year performance period to
30 June 2026. 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.
For rights in the TSR tranche to vest, absolute TSR must be
positive (‘positive TSR gateway’).
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 2024 Grant is the companies,
excluding financial services companies, in the ASX100 index as
at the start of the performance period on 1 July 2023.

Notice of Annual General Meeting 2023
13
EPS growth is measured over the three-year performance
period to 30 June 2026. The EPS measure is based on AASB
133 Earnings per Share and is externally audited. The EPS
baseline will be adjusted to take account of elements of
underperformance in FY23.
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 more100%
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 2026.
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.
For rights in the Scorecard tranche to vest, a minimum earnings
margin target must be achieved. The minimum earnings margin
target has been introduced to ensure that the Managing
Director is rewarded for earnings of appropriate quality. This is a
measurement of Earnings Before Interest, Tax and Amortisation
of acquired intangibles (EBITA) in relation to the 2025 and 2026
financial 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 more100%
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 Tompkins 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 2024 Grant will be the three
years from 1 July 2023 to 30 June 2026 and the service period
will end on 30 June 2027.
Change of control
Under the 2024 LTIP, if there is a change in control of Downer
during the performance period, provided at least 12 months of
the 2024 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 Tompkins that the Board
considers inappropriate and that the financial results against
which the performance hurdles were tested were not incorrect
in a material respect and were not reversed or restated.
Cessation of employment
Upon cessation of employment of the Managing Director for
any reason, all performance rights that have not vested by the
cessation of employment will be forfeited unless, subject to
the termination benefit provisions of the Corporations Act, the
Board exercises its discretion to permit the Managing Director
to retain performance rights by deeming him to be an “Eligible
Leaver”. If Mr Tompkins 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 Tompkins 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 2023 | Downer EDI Limited
Other information
§Mr Tompkins is the only Director of the Company who is
entitled to participate in the 2024 LTIP
§No loan is being made to Mr Tompkins 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 Tompkins 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 r
Number of
performance
rights
Number of
restricted
shares
2012–82,343
201355,710–
201430,447–
201568,740–
2016124,551–
201789,087–
201867,705–
201976,894–
202079,543–
2021146,079–
202293,679–
Board recommendation
In the view of the Non-executive Directors, it is in the best
interests of shareholders to approve the performance right
based 2024 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 2024 Grant and the Managing
Director’s participation in the 2024 LTIP.
Voting exclusions
The Company will disregard any votes cast in favour of Item 4B
by or on behalf of:
§Mr Tompkins; or
§associates of Mr Tompkins.
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 Tompkins 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 4B (Approval of
Managing Director’s long-term incentive 2024) 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
4B (Approval of Managing Director’s long-term incentive)
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 4B (Approval of Managing
Director’s long-term incentive 2024).
Item 5 Spill resolution (contingent item)
Item 5 is a conditional item of business subject to the result of
Item 3. This Item will only be put to the 2023 AGM if at least 25%
of the votes validly cast on Item 3 (to adopt the Remuneration
Report) are cast against the resolution. If less than 25% of the
votes validly cast on Item 3 are cast against the resolution, then
there will be no “second strike” and this Item will not be put to
the 2023 AGM.
If this Item is put to the 2023 AGM, shareholders will be asked
to vote on whether an extraordinary general meeting known as
a ‘Spill Meeting’ should be convened. For this Item to be passed,
an ordinary majority (more than 50%) of the votes validly cast
on the resolution must be in favour of it.
If this Item is passed at the 2023 AGM, a Spill Meeting must
be held within 90 days of the 2023 AGM. If a Spill Meeting is
required, the date of the meeting will be notified to shareholders
in due course.

Notice of Annual General Meeting 2023
15
If the Spill Meeting is held, the Directors (other than the
Managing Director) will cease to hold office immediately before
the end of the Spill Meeting unless they are willing to stand
for re-election and are re-elected at that meeting. Eligibility to
stand for election or re-election at the Spill Meeting would be
determined in accordance with Downer’s Constitution. There is
no assurance that the above Directors will seek re-election at
the Spill Meeting.
In accordance with the Corporations Act, ASX Listing Rules and
Downer’s Constitution, the Managing Director, Peter Tompkins,
would not be required to stand for re-election as a Director,
and would continue to hold office, at and after the Spill Meeting
regardless of the outcome of the Spill Meeting.
Board recommendation
The Directors consider the following factors to be relevant to a
shareholder’s decision on how to vote on this Item:
§The Board has taken the “first strike” against the
Remuneration Report very seriously. The 2023 Remuneration
Report addresses the concerns of shareholders raised via the
“first strike” at last year’s AGM;
§Proceeding to a Spill Meeting with consequent possible
changes in the Board will create disruption, uncertainty and
instability in the Company and for our staff and customers. If
the Spill Meeting resulted in some Directors not standing for
re-election or not being returned, it would take time to rebuild
a board with appropriate skills and experience; and
§Significant costs would be incurred if Downer is required to
call and hold a spill meeting.
For the reasons outlined, the Directors do not believe that
proceeding to a Spill Meeting would be in the best interests of
Downer’s shareholders.
In the event that this Item is put to the vote at the 2023 AGM,
the Directors unanimously recommend shareholders vote
against Item 5 (Spill Resolution).
Voting exclusions
A vote on this resolution must not be cast by or on behalf of a
member of the 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 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.
The Chairman of the meeting intends to vote any undirected
proxies held by him against Item 5 (Spill Resolution).
By order of the Board
Robert Regan, Company Secretary
Sydney, 18 October 2023
Getting there
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
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: http://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 FY23 performance can be read
in the Annual Report and Sustainability Report available at
www.downergroup.com.

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
W www.downergroup.com

SRN/HIN: I9999999999
Phone:
1300 556 161 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Downer EDI Limited Annual General Meeting
Control Number: 999999
PIN: 99999
The Downer EDI Limited Annual General Meeting will be held on Wednesday, 22 November 2023 at 11:00am
(Sydney time). You are encouraged to participate in the meeting using the following options:
To lodge a proxy, access the Notice of Meeting and other meeting documentation visit
www.investorvote.com.au and use the below information:
MAKE YOUR VOTE COUNT
For your proxy appointment to be effective it must be received by 11:00am (Sydney time) on
Monday, 20 November 2023.
TO VIEW THE MEETING VIA WEBCAST
If you cannot attend the AGM in-person, we encourage you to watch the AGM via a live
webcast by visiting https://publish.viostream.com/app/s-d9fsbdt on your smartphone, tablet or
computer.
Please note that you will not be able to vote, ask questions or make comments, so we
encourage you to submit any questions that you have in advance of the meeting and appoint a
proxy to vote on your behalf.
The meeting will be held at The Auditorium, Northside Conference Centre, Oxley Street (Cnr
Oxley Street & Pole Lane), Crows Nest NSW 2065.
ATTENDING THE MEETING IN PERSON
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form
and may elect not to receive annual reports. To do so, contact Computershare.
DOWNER EDI LIMITED
ABN 97 003 872 848
DOW
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000001
*L000001*

SRN/HIN: I9999999999
DOW
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
XX
For your proxy appointment to be effective it
must be received by 11:00am (Sydney time)
on Monday, 20 November 2023.
All your securities will be voted in accordance with your directions.
YOUR VOTE IS IMPORTANT
Phone:
1300 556 161 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Proxy Form
Lodge your Proxy Form:How to Vote on Items of Business
Online:
Lodge your vote online at
www.investorvote.com.au using your
secure access information or use your
mobile device to scan the personalised
QR code.
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the
meeting you will need to provide the appropriate “Appointment of Corporate
Representative”. A form may be obtained from Computershare or online at
www.investorcentre.com/au and select "Printable Forms".
PARTICIPATING IN THE MEETING
SIGNING INSTRUCTIONS FOR POSTAL FORMS
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
By Fax:
Your secure access information is
APPOINTMENT OF PROXY
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
Control Number: 999999
PIN: 99999
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry,
please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the company (pursuant to section 204A
of the Corporations Act 2001 (Cth)) does not have a Company Secretary, a Sole Director can
also sign alone. Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please sign in the appropriate place to indicate the office
held. Delete titles as applicable.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes
opposite each item of business. If you do not mark a box your proxy may vote or abstain as
they choose (to the extent permitted by law). If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
percentage or number of securities you wish to vote in the For, Against or Abstain box or
boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the
meeting and vote on a poll. If you appoint two proxies you must specify the percentage of
votes or number of securities for each proxy, otherwise each proxy may exercise half of the
votes. When appointing a second proxy write both names and the percentage of votes or
number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
You may elect to receive meeting-related
documents, or request a particular one, in
electronic or physical form and may elect
not to receive annual reports. To do so,
contact Computershare.
DOWNER EDI LIMITED
ABN 97 003 872 848
Samples/000001/000002/i12
*M00000112Q02*


I 9999999999
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 Wednesday, 22 November 2023 at 11:00am
(Sydney time) 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(A), 4(B) and 5 (except where I/we have indicated a different voting intention in Step 2) even though Items 3, 4(A), 4(B) and 5 are
connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
The Chairman of the Meeting intends to vote undirected proxies in favour of each Item of business with the exception of Item 5 where
the Chairman of the Meeting intends to vote against.
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(A), 4(B) and 5 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 with the exception of Item 5 where the
Chairman of the Meeting intends to vote against. 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.
DOW301702A
IND
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
XX
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
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.
Step 2
This section must be completed.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
Update your communication details
By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile NumberEmail Address
(Optional)
Signature of Securityholder(s)
Step 3
ForAgainstAbstain
Item 2(A)Election of Director - Mr Steven MacDonald
Item 2(B)Election of Director - Ms Sheridan Broadbent
Item 3Adoption of Remuneration Report
Item 4(A)Approval of Managing Director's Long-Term Incentive (LTI) for 2023
Item 4(B)Approval of Managing Director's Long-Term Incentive (LTI) for 2024
Item 5Spill Resolution (Contingent Item)
Date
/ /

Dear Securityholder,
We have been trying to contact you in connection with your securityholding in Downer EDI Limited. Unfortunately, our
correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have
flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting and
other notices we are required to send you by law.
Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’
report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of
instructions from you to do so.
We value you as a securityholder and request that you supply your current address so that we can keep you informed
about our Company. Where the correspondence has been returned to us in error we request that you advise us of this
so that we may correct our records.
You are requested to include the following;
> Securityholder Reference Number (SRN);
> ASX trading code;
> Name of company in which security is held;
> Old address; and
> New address.
Please ensure that the notification is signed by all securityholders and forwarded to our Share Registry at:
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne Victoria 3001
Australia
Note: If your securityholding is sponsored within the CHESS environment you need to advise your sponsoring
participant (in most cases this would be your broker) of your change of address so that your records with CHESS are
also updated.
Yours sincerely
Downer EDI Limited
DOWRM
MR RETURN SAMPLE
123 SAMPLE STREET
SAMPLE SURBURB
SAMPLETOWN VIC 3030
DOWNER EDI LIMITED
ABN 97 003 872 848
Samples/000002/000005/i12
*M00000212Q03*