Annual Report to shareholders

Annual Report
2024

We are held together by our closely held values of family and relationships,
care and respect, excellence and integrity.
The Kauri connects us to Safety, the Rimu connects us to Delivery,
the Tōtara connects us to Relationships and the Kahikatea connects us
to Thought Leadership. These are our four Pillars upon which we build
‘Relationships creating success’. United and ready to move forward!
ACKNOWLEDGEMENT OF COUNTRY
Downer acknowledges Aboriginal and
Torres Strait Islander peoples as the First
Australians and the Traditional Custodians
across Australia. We would like to
acknowledge and pay our respects to
the Elders of the past, present and future
in maintaining the culture, Country and
their spiritual connection to the land.
WHAKATAUKĪ
Ko te whānau, ko te manaaki, ko te
kairangatira, ko te ngākau pono ngā
tikanga tuku iho hei korowai mo tatou.
Ko te Kauri i whakawhiwhi haumaru, ko
te Rimu i whakawhiwhi taonga, ko te
Tōtara i whakawhiwhi whanaungatanga,
ko te Kahikatea i whakawhiwhi
whakaaro matakite.
Ngā pou e wha i aumangea ai te
whakatauki ‘Mā te whanaungatanga
ka angitū’. Hui e! Taiki e!
Important notice and disclaimer
The information in this report has been prepared by Downer EDI Limited ABN 97 003 872 848 (Downer or the Company). This report may contain statements
that are, or may be deemed to be, forward-looking statements. Such statements can generally be identified by the use of words such as “likely”,
“looking-forward”, “expect”, “predict”, “will”, “may”, “intend”, “seek”, “would”, “continue”, “plan”, “objective”, “estimate”, “potential”, “anticipate”, “believe”, “risk”, “aim”,
“forecast”, “assumption”, “projection”, “forecast”, “target”, “goal”, “outlook”, “guidance” and similar expressions. Indications of plans, strategies, management
and company objectives, potential transactions, sales and financial performance are also forward-looking statements. Such statements are not guarantees
of future performance, and involve known and unknown risks, uncertainties, assumptions, contingencies and other factors, many of which are outside
the control of the Company. No representation is made or will be made that any forward-looking statements will be achieved or will prove to be correct.
Readers are cautioned not to place undue reliance on forward-looking statements, particularly in the light of the current economic climate and the
significant volatility and uncertainty, and the Company assumes no obligation to update such statements. Past performance information in this report is
given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.
Forward-looking statements and statements regarding other information contained in this report may also be made – verbally and in writing – by members
of the Company’s management in connection with this report. Such statements are also subject to the same limitations, uncertainties and assumptions
which are set out in this report.
This report contains certain climate-related statements which are subject to uncertainties, limitations, risks and assumption associated with climate-related
information and the ever-changing environment we operate in. The information in this report should be read in conjunction with the qualifications and
guidance included in this report as well as Downer’s 2024 Sustainability Report available at www.downergroup.com.
The information contained in this report may include information derived from publicly available sources that have not been independently verified.
Certain financial data included in this report is ‘non-IFRS financial information’. The Company believes that this non-IFRS financial information provides useful
insight in measuring the financial performance and condition of Downer. Readers are cautioned not to place undue reliance on any non-IFRS financial
information included in this report. These measures have not been subject to audit or review.

In this Report
Chairman’s and CEO message 4
Highlights 6
Directors’ Report 10
Auditor’s Signed Reports
Auditor’s Independent Declaration 78
Independent Auditor’s Report 79
Financial Statements
Consolidated Statement of Profit or Loss 87
and other Comprehensive Income
Consolidated Statement of Financial Position 88
Consolidated Statement of Changes in Equity 89
Consolidated Statement of Cash Flows 90
Notes to the consolidated financial statements
A
About this
report
91–93
B
Business
performance
94–111
B1
Segment
information
B2
Revenue
B3
Individually
significant items
B4
Earnings per
share
B5
Taxation
B6
Remuneration
of auditor
B7
Subsequent
events
C
Operating
assets and
liabilities
112–129
C1
Reconciliation of
cash and cash
equivalents
C2
Trade
receivables and
contract assets
C3
Inventories
C4
Trade payables
and contract
liabilities
C5
Property, plant
and equipment
C6
Right-of-use
assets
C7
Intangible
assets
C8
Other provisions
C9
Contingent
liabilities
D
Employee
benefits
130–131
D1
Employee
benefits
D2
Defined
benefit plan
D3
Key
management
personnel
compensation
D4
Employee
discount share
plan
E
Capital
structure
and financing
132–141
E1
Borrowings
E2
Financing
facilities
E3
Lease liabilities
E4
Commitments
E5
Issued capital
and non-
controlling
interest
E6
Reserves
E7
Dividends
F
Group
structure
142–159
F1
Joint
arrangements
and associate
entities
F2
Controlled
entities
F3
Related party
information
F4
Parent entity
disclosures
F5
Deed of cross
guarantee
F6
Acquisition of
businesses
F7
Disposal of
businesses
F8
Disposal group
held for sale
G
Other
160–170
G1
New accounting
standards
G2
Capital and
financial risk
management
G3
Other financial
assets and
liabilities
Consolidated entity disclosure statement 171
Directors’ Declaration 177
Corporate Governance 178
Information for Investors 194
Annual Report 2024 Downer EDI Limited1

Underlying normalised cash conversion
2
104.4%
Statutory NPAT
$82.1m
Total Revenue
1
$12.0bn
Underlying
2
N PATA
$210.1m
Statutory EBITA
$203.6m
Underlying
2
EBITA
$380.8m
Operating cash flow
$544.1m
1. Total revenue is a non-statutory disclosure and includes revenue from joint ventures, other alliances and other income.
2. Underlying EBITA, NPATA and normalised cash conversion are non-IFRS measures that are used by management to assess the performance of the business. They have been
calculated from the statutory measures and defined in the Directors’ Report Group Financial Performance section on pages 15 and 16.
Highlights
Annual Report 2024 Downer EDI Limited2

Employees
30,000+
Sites and locations where Downer has a presence
700+
About Downer
Downer is a leading provider of integrated services in Australia and New Zealand. Our purpose is to enable communities
to thrive, delivering essential infrastructure services that improve the lives of millions of people every day, while leaving a
positive lasting legacy for future generations.
Downer is one of Australia and New Zealand’s largest employers, with a workforce of more than 30,000 people. Downer
operates in sectors that are closely connected to the investment that is being driven by population growth, urbanisation,
national security and decarbonisation – including roads, rail, ports and airports, power, gas, water, telecommunications,
health, education, defence, and other government sectors.
For more information visit downergroup.com.
Annual Report 2024 Downer EDI Limited3

Downer commenced Financial Year 2024 with a business
transformation plan, which included the following priorities:
„
Developing an enterprise-wide strategy and
performance culture program
„
Embedding the new trans-Tasman operating model to
simplify our structure
„
Enhancing our risk management and governance
framework
„
Returning the Utilities business to profitability
„
Improving EBITA margin and cash conversion
„
Strengthening our balance sheet
„
Delivering $100 million of overhead reductions
„
Simplifying our portfolio.
We’re proud of the achievements and progress made by
our team over the past 12 months. And while there is still
work to do, we can see a bright future ahead of us.
Improved financial performance
With our simplified operating model implemented at the
start of the financial year and a clear focus on delivery,
Downer’s results across the Group showed improvements
in all key financial metrics.
Our focus on EBITA margin improvement and quality of
earnings is evident in the result, having achieved a pro
forma (excluding divestments) margin of 3.3% in FY24,
compared to 2.6% in FY23. Importantly, this included a
second half margin of 4.0%, compared to 3.0% for the prior
corresponding period.
EBITA and NPATA growth was backed by strong normalised
cash conversion. Underlying EBITA of $380.8 million
increased 17.7%, driven by a recovery in Utilities, growth in
Facilities, and benefits realised from our cost-out program.
Underlying NPATA increased 20.6% to $210.1 million.
Normalised cash conversion of 104.4% was a significant
improvement on 62.6% in FY23 and Downer’s balance
sheet has strengthened considerably, with net debt to
EBITDA of 1.4x (down from 2.0x).
Through the period we achieved $130 million of cost-out,
ahead of our initial $100 million target. Management’s
focus is now on realising the full $175 million of cost-out
benefits (including the additional $75 million announced in
February 2024) during FY25.
An important marker occurred in May 2024, with Fitch
Ratings revising the outlook on Downer’s Long Term Issuer
Default Rating (IDR) from negative to stable. Fitch also
affirmed Downer’s IDR and senior unsecured investment
grade credit rating at BBB (investment grade). The
revision reflects an expectation of our ability to deliver
the identified cost savings and continued margin
improvement and balance sheet strength.
In a challenging operating environment punctuated by
some macroeconomic uncertainty, labour shortages and
persistent cost pressures, this is a pleasing result.
The Downer Board has declared a final ordinary dividend
of 11.0 cents per share (cps), taking the total dividend for
the year of 17.0 cps, which represents a payout ratio of 58%.
A year of transition
The new operating model and structure of the
organisation has substantially redefined roles, authorities,
and accountability for performance. To support the
operating model and to drive achievement of strategic
priorities, the Group’s leadership team has been
renewed, including the addition of several senior external
appointments, namely, Chief Risk Officer, Chief Information
Officer, Group Executive General Manager Finance, and
Chief Operating Officer Energy & Utilities.
The governance structure at a Board and management
level has also been redefined and reset. The structure,
timing and depth of management reviews of Business
Units and contracts has been strengthened. Improved
capital allocation and investment approval disciplines
and governance processes have been implemented. A
new enterprise-wide IT strategy and governance model
has been developed and is being implemented under our
new CIO with corresponding capacity and capability uplift.
As highlighted in last year’s report, the new Board Project
Governance Committee and the redefined People and
Culture Committee have been in place for the full year.
On 1 July 2024, we launched our new Purpose, ‘Enabling
communities to thrive’, which articulates the value of the
work Downer delivers and our role within the communities
where we operate. It has resonated strongly with our
people and customers, and formed the foundation of the
strategic and high performance cultural plans that were
developed during the year.
Chairman and
CEO message
Annual Report 2024 Downer EDI Limited4

We also continued to strengthen tendering and risk
governance processes in FY24. We have been disciplined
in the application of our enhanced risk appetite guardrails,
and we are prioritising bidding opportunities that allow us
to aim for higher margins with customers who value our
technical capability.
We still have a lot to do, however, the transformational
changes we have implemented over the past 12 months
have been significant. Downer’s financial performance in
FY24 demonstrates the positive impact that the Group’s
leadership changes, new strategy and culture, and
turnaround priorities are having on the performance
of the business.
Health and safety
Tragically, we lost three people to workplace incidents in
FY24. On behalf of Downer’s Board and management
team, we extend our deepest sympathies to those
affected.
Keeping our people safe is Downer’s highest priority,
and we are determined to learn from these tragic events.
While Downer’s lag indicators improved in FY24 (Lost
Time Injury Frequency Rate was below our target of <0.90
at 0.88 and lower than the FY23 result of 0.90, and Total
Recordable Injury Frequency Rate was also below the
target of <3.00 at 2.54 and lower than the FY23 result of
2.68), we are committed to improving safety performance.
Management’s single most important priority in FY25
remains the safety of our people and the elimination of
serious incidents across our operations.
Looking ahead
Downer’s FY24 results emphasise the progress we
are making in our turnaround and demonstrate the
organisation’s ability to deliver earnings and EBITA margin
improvement in varied market conditions within our
enhanced risk guardrails. They also highlight the diversified
nature of our business portfolio and progress against our
business improvement plan to achieve efficiencies across
our operations.
We have good momentum and growing confidence
entering FY25.
Our priorities for FY25 are to continue executing our
transformation strategy, underpinned by a back to basics
approach with a steadfast focus on project delivery, Zero
Harm and risk management.
We are confident Downer is on the right path to becoming
a more sustainable, high-performing organisation that
delivers long-term value for shareholders and success for
our customers.

Mark Menhinnitt Peter Tompkins
Downer Chairman Chief Executive Officer
Annual Report 2024 Downer EDI Limited5

Significant size, scale
and breadth of capability
Transport
18 April 2024: Downer
awarded Hobart Airport
Airfield Upgrade Project
contract.
Utilities
6 June 2024: Downer
awarded contract
by Western Power to
deliver meter reading
and replacements in
Western Australia.
Facilities
Downer secured
contract extensions to
deliver maintenance,
shutdown and
sustaining capital
services to industrial
and energy customers
including BHP,
Chevron and WesCEF.
Facilities
14 September 2023: Downer
selected to deliver the Planning
Phase of the Australian Defence
Force’s proposed Woomera
Redevelopment Program in
South Australia.
Downer’s geographical footprint spreads
across Australia and New Zealand,
operating at more than 700 sites covering
all corners of both countries. In FY24,
Downer continued to win new work in
all sectors in which we operate.
Annual Report 2024 Downer EDI Limited6

Transport
10 April 2024: Downer awarded
road maintenance contract
by Victoria’s Department of
Transport and Planning.
Utilities
May 2024: Downer awarded two-
and-a-half-year contract with
the New Zealand Department
of Corrections to deliver their
Water Infrastructure Program
in Auckland, Wellington and
Christchurch.
Facilities
27 October 2023: Downer
received a one-year extension
on its Estate Maintenance and
Operation Services (EMOS)
contract with the Australian
Department of Defence.
Facilities
27 June 2024: Downer awarded
10-year contract to deliver
maintenance services across
the Homes NSW public
housing portfolio covering
Inner City Sydney, Southern
Tablelands, South Coast,
Macarthur and Southern
Highlands, and
Illawarra.
Transport
18 June 2024: Downer chosen to deliver
new highway and walking and cycling
paths for the Ōtaki to north of Levin
highway upgrade project by NZ Transport
Agency Waka Kotahi.
Transport
3 July 2023: Downer
awarded road
maintenance
contract by Hamilton
City Council.
Utilities
28 May 2024: Downer awarded
new contract by Unitywater
to deliver water, sewerage
and recycled water services
in south-east Queensland.
Annual Report 2024 Downer EDI Limited7

Transport
Downer’s Transport segment comprises its
Road Services, Rail & Transit Systems and
Projects businesses.
Downer delivers multi-disciplined solutions
to customers across the transport sector
in Australia and New Zealand, with our
capabilities including road services,
transport infrastructure, rail, airports, and
end-to-end transport solutions and asset
management.
The Downer ecosystem
Downer delivers essential services to our customers
in the Transport, Utilities and Facilities sectors across
Australia and New Zealand.
These services touch the lives of millions of people
every day, and enable communities to thrive.
Annual Report 2024 Downer EDI Limited8

Facilities
The Facilities segment operates in
Australia and New Zealand across a
range of industry sectors including
education, health, government, defence
and industrial and energy. We deliver
asset management services to facilities
and estates that cover maintenance,
expansion and frontline services for social
and economic infrastructure.
Downer’s expertise covers a broad range
of asset types including universities,
schools and hospitals, social housing,
corrections, defence estates and
supporting defence capability. Downer
is also a leading provider of end-to-end
asset lifecycle and specialist services to
the power generation, future energy, oil,
gas, industrial and mineral processing
sectors.
Utilities
Downer’s Utilities businesses provide services
and solutions that connect communities to
essential networks and infrastructure.
We provide a range of end-to-end services
and solutions for utilities asset owners across
Australia and New Zealand.
We design, build, operate and maintain
today’s critical assets and networks, delivering
services across the water, energy and
telecommunications sectors.
Annual Report 2024 Downer EDI Limited9

Mr Menhinnitt is an experienced director and
former 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 and Chairman of Fluent Property Pty Ltd.
Mr Menhinnitt holds a Bachelor of Engineering
(Mechanical) and Master of Business (Applied Finance),
both from the Queensland University of Technology.
He is a member of the Australian Institute of Company
Directors and a Fellow of the Governance Institute
of Australia.
Mr Menhinnitt lives on the Sunshine Coast.
Mr Tompkins was formerly Chief Operating Officer of
Downer and prior to that was CEO and Managing
Director of Spotless Group Holdings Limited.
Mr Tompkins has extensive experience in infrastructure,
construction and maintenance services, both as an
operational and Group executive.
Mr Tompkins joined Downer in 2008 and was appointed
General Counsel in 2010.
Mr Tompkins holds a Bachelor of Laws and Bachelor of
Commerce from Deakin University.
Mr Tompkins lives in Sydney.
The Directors of Downer EDI Limited submit the Annual Financial Report of the
Company for the financial year ended 30 June 2024. In compliance with the
provisions of the Corporations Act 2001 (Cth), the Directors’ Report is set out below.
Board of Directors
Mark Menhinnitt (59)
Chairman since March 2023
Independent Non-executive Director
since March 2022
Peter Tompkins (45)
Managing Director and Chief Executive Officer
since February 2023
Directors’ Report
for the year ended 30 June 2024
Annual Report 2024 Downer EDI Limited10

Directors’ Report
Ms Handicott is a former corporate lawyer with over
30 years’ experience in mergers and acquisitions, capital
markets and corporate governance. She was a partner
of national law firm Corrs Chambers Westgarth for
22 years, serving as a member of its National Board for
seven years including four years as National Chairman.
She also has extensive experience in governance of
local and State government organisations.
Ms Handicott was the Chair of listed company
PWR Holdings Limited until October 2023 and a Council
Member of the Queensland Division of the Australian
Institute of Company Directors for nine years until
stepping down in July 2024 having served two years as
the State President.
Ms Handicott is a former Director of CS Energy Limited,
a former member of the Queensland University of
Technology (QUT) Council, the Takeovers Panel and
Corporations and Markets Advisory Committee and a
former Associate Member of the Australian Competition
and Consumer Commission.
A Senior Fellow of FINSIA, Fellow of the Australian Institute
of Company Directors and Member of Chief Executive
Women, Ms Handicott holds a Bachelor of Laws (Hons)
degree from the Queensland University of Technology.
Ms Handicott lives in Brisbane.
Ms Hollows has over 25 years’ experience in the resources
sector in a number of senior managerial roles across
both the public and private sectors, including in mining,
utilities and rail. Her experience spans operational
management, mine development, people and culture,
accounting and finance, mergers and acquisitions,
capital management and corporate governance.
Ms Hollows is the Non-executive Chair of Jameson
Resources Limited, Director and Chair of the Finance
Audit Risk Committee of Chief Executive Women and is a
former Non-executive Director of Qube Holdings Limited.
Ms Hollows was formerly the Chief Executive Officer
of SunWater Limited, a Queensland Government
owned corporation, the Chief Financial Officer and
subsequently Chief Executive Officer of Macarthur Coal
Limited and Managing Director of AMCI Australia and
South East Asia.
A Fellow of the Australian Institute of Company Directors
and a Member of Chief Executive Women and the
Institute of Chartered Accountants, Ms Hollows holds
a Bachelor of Business – Accounting and a Graduate
Diploma in Advanced Accounting (Distinction) from the
Queensland University of Technology and is a Graduate
of Harvard Business School’s Program for Management
Development.
Ms Hollows lives in Brisbane.
Teresa Handicott (61)
Independent Non-executive Director
since September 2016
Nicole Hollows (53)
Independent Non-executive Director
since June 2018
Annual Report 2024 Downer EDI Limited11

Directors’ Report
Dr Howse has extensive senior executive and
non-executive experience in the infrastructure,
energy and resources, construction, data centres,
telecommunications 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 Technology Group, Sydney Desalination Plant
Pty Limited and BAI Communications.
Dr Howse has previously served on the boards of Design
Studio Group, Ventia, Nextgen Holdings and Manila North
Tollroads Corporation.
Dr Howse holds a Bachelor of Science and Doctor
of Philosophy (Mathematics) from the University of
Queensland, an executive MBA from IMD, Switzerland
and a Graduate Diploma of Applied Finance and
Investment. She is a member of the Australian Institute
of Company Directors.
Dr Howse lives in Sydney.
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 is currently a Non-executive Director of
Ausgrid, Chair of ERIC Alpha Holdings and its subsidiaries,
Chair of Intera Renewables and a member of Palisade
Investment Partners Investment committee and the
Water NSW Asset Advisory Group.
Mr MacDonald holds a Bachelor of Civil Engineering
(Hons) from Melbourne University and is a member of the
Australian Institute of Company Directors.
Mr MacDonald lives in Sydney.
Dr Adelle Howse (54)
Independent Non-executive Director
since April 2022
Steven MacDonald (63)
Independent Non-executive Director
since September 2023
Annual Report 2024 Downer EDI Limited12

Directors’ Report
Ms Broadbent is an experienced Non-executive
Director and senior executive with a background
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 has held Chief Executive and senior
executive roles in the energy, telecommunications and
engineering sectors in the Asia Pacific region, including
with Downer in Australia and New Zealand from 2007
to 2011.
Ms Broadbent is currently a Non-executive Director
of NZX-listed firms Spark New Zealand and 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, Chair of Pipeline and Civil Ltd, Non-
executive Director of Transpower, Kaingaroa Timberlands
and Waka Kotahi New Zealand Transport Authority, and
as a member of the New Zealand Government’s Cyber
Security Advisory Committee.
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.
Ms Broadbent lives in Auckland.
Mr Barker is an experienced Non-executive Director
and senior executive with experience in finance,
risk management, corporate structuring including
mergers, acquisitions and divestments, and systems
transformation in complex multi-jurisdictional
environments in the engineering, services and
technology sectors.
Mr Barker has 14 years’ experience as a Chief Financial
Officer of ASX-listed multinational companies including
Computershare Ltd and Cardno Ltd. Prior to this he
held senior financial leadership positions with global
corporations including BHP and Cisco Systems.
Mr Barker is currently a Non-executive Director of
Workpac Group and Metarock Group Limited. Mr Barker
has previously served as a Non-executive Director of
Independent Cement & Lime Group.
Mr Barker holds a Bachelor of Commerce from
the University of Queensland, a Master of Business
Administration from Heriot-Watt University and is a
graduate of the Wharton School of the University of
Pennsylvania’s Advanced Management Program. He is a
member of the Australian Institute of Company Directors
and is a Fellow of CPA Australia.
Mr Barker lives in Brisbane.
Sheridan Broadbent (56)
Independent Non-executive Director
since October 2023
Peter Barker (56)
Independent Non-executive Director
since July 2024
Retired Directors
Peter Watson
Independent Non-executive Director since May 2019.
Retired 30 September 2023.
Annual Report 2024 Downer EDI Limited13

Directors’ Report
Directors’ shareholdings
The following table sets out each Director’s relevant interest (direct and indirect) in shares, debentures, and rights or
options in shares or debentures (if any) of the Company at the date of this report. No Director has any relevant interest in
shares, debentures and rights or options in shares or debentures, of a related body corporate as at the date of this report.
Director
Number of Fully Paid
Ordinary Shares
Number of Fully Paid
Performance Rights
Number of Fully Paid
Performance Options
Mark Menhinnitt92,748––
Peter Tompkins
1
330,483808,606–
Peter Barker–––
Sheridan Broadbent590––
Teresa Handicott31,000––
Nicole Hollows50,538––
Adelle Howse15,000––
Steven MacDonald11,848––
1. Performance rights granted to Mr Tompkins are subject to performance and/or service period conditions over the period 2020 to 2026. Further details regarding the conditions
relating to these restricted shares and performance rights are outlined in sections 6.5 and 9.2 of the Remuneration Report.
Company Secretary
The Company Secretarial function assists the Company to comply with its statutory duties and maintains proper
documentation, registers and records. It also provides advice to Directors and officers about corporate governance and
gives practical effect to any decisions made by the Board.
Mr Robert Regan was appointed Group General Counsel and Company Secretary in January 2019. He has qualifications
in law from the University of Sydney and is an admitted solicitor in New South Wales. Mr Regan was formerly a partner of a
major commercial law firm and has over 30 years of experience in legal practice.
Mr Peter Lyons was appointed Company Secretary in July 2011. A member of CPA Australia and the Governance Institute
of Australia, he has qualifications in commerce from the University of Western Sydney and corporate governance from
the Governance Institute of Australia. Mr Lyons was previously Deputy Company Secretary and has been in financial and
secretarial roles at Downer for over 20 years.
Annual Report 2024 Downer EDI Limited14

Directors’ Report
Operating and Financial Review
Principal activities
Downer EDI Limited (Downer) is a leading provider of integrated services in Australia and New Zealand. Downer employs
approximately 30,000 people, mostly in Australia and New Zealand.
Downer operates in sectors that are closely connected to the investments that are being driven by population growth,
recognition by Governments that they must ensure equitable improvements in standards of living for all citizens,
decarbonisation, and urbanisation. The sectors where Downer operates and is exposed to tailwinds include roads, rail,
power, gas, water, telecommunications, health, education, social housing, defence and other government sectors.
These sectors are served by Downer’s Transport, Utilities and Facilities segments.
Group financial performance
Group financials
($m)
Statutory
Underlying
3
(excl. ISI)
Pro forma
4
(excl. divestments)
FY24FY23ChangeFY24FY23ChangeFY24FY23Change
Total Revenue
1
11,967.612,619.7(5.2%)11,967.612,619.7(5.2%)11,743.411,133.45.5%
EBITA
2
203.6(227.3)>100%380.8323.4 17.7 %384.1286.434.1%
EBITA
2
%1.7%(1.8%)3.5pp3.2%2.6%0.6pp3.3%2.6%0.7pp
N PATA
2
98.3(367.3)>100%210.1174.220.6%212.3146.045.4%
EBIT180.5(253.5)>100%3 5 7.7297.220.4%361.0260.238.7%
N PAT82.1(385.7)>100%193.9155.824.5%196.1127.653.7%
1. Total revenue is a non-statutory disclosure and includes revenue, other income and notional revenue from joint ventures and other alliances not proportionately consolidated.
2. Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.
3. The underlying result is a non-IFRS measure that is used by Management to assess the performance of the business. Non-IFRS measures have not been subject to audit or review.
4. Pro forma reflects the statutory results adjusted for ISIs and the revenue and EBITA contribution relating to completed divestments to provide a like for like comparison at
30 June 2024. The pro forma result is a non-IFRS measure that is used by Management to assess the performance of the business. Non-IFRS measures have not been subject
to audit or review.
Pro forma revenue of $11.7 billion increased by 5.5%. On a statutory basis, which includes the impact of divestments
made during the period, total revenue decreased 5.2% in FY24. Pro forma revenue growth was driven by Transport,
and particularly the contribution from the Queensland Train Manufacturing Project (QTMP) in the Rail & Transit Systems
Business Unit, together with Telecommunications within Utilities.
Underlying EBITA of $380.8 million increased 17.7%, or 34.1% on a pro-forma basis. The recovery in earnings from the Utilities
business and a strong performance in the Facilities business, together with the benefit of the cost-out program were the
primary drivers of this improved performance. In Transport, the turnaround in the New Zealand Road Services and Projects
business units, together with increased contribution from Rail & Transit Systems (primarily QTMP mobilisation), was offset
by reduced Road Services Transport Agency spend in Victoria, and lower contribution from the Keolis Downer joint venture.
Statutory EBITA of $203.6 million included individually significant items (ISI) of $177.2 million loss before interest and tax for
the year and reflects a positive turnaround from the prior year Statutory EBITA loss of $227.3 million. Refer to additional
information provided in the Operating and Financial Review and in Note B3 to the Financial Report.
Statutory EBIT of $180.5 million, and statutory NPAT of $82.1 million compares to a loss in the prior period of $253.5 million
and $385.7 million respectively.
During the period, cash conversion (operating cash flow excluding interest and tax over underlying EBITDA) of 90.3%
was a significant improvement on FY23 cash conversion of 64.9%. Normalised cash conversion, adjusting for payments
associated with FY23 and FY24 ISI (together $75.9 million), and the Australian Transport Projects GST payment of
$23.5 million disclosed in the FY23 Consolidated Statement of Cash Flows, equates to 104.4%. Cash conversion was
favourably impacted by cash flow phasing, on a material project in delivery phase, which will unwind in FY25.
Annual Report 2024 Downer EDI Limited15

Directors’ Report
As a result of the divestment proceeds, earnings improvement and strong operating cash flow during the period, net debt
to EBITDA reduced to 1.4x, an improvement from 2.0x at 30 June 2023.
Net finance costs increased by $0.7 million, or 0.8%, to $88.7 million which was impacted by a higher average cost of debt
offset by the reduction in net debt balances.
The underlying effective tax rate of 27.9% is lower than the statutory corporate tax rate of 30.0% primarily due to the
impact of non-taxable distributions from joint ventures and lower tax rates in overseas jurisdictions (e.g. New Zealand).
Underlying EBITA and reconciliation to Statutory NPAT
Underlying
1
E B ITA ($ m)Reporting segmentFY24FY23Change
TransportTransport250.4288.9(13.3)%
UtilitiesUtilities55.6(10.3)>100%
FacilitiesFacilities177.3162.19.4%
CorporateUnallocated(102.5)(117.3)12.6%
Group underlying EBITA
2
380.8323.417.7 %
Amortisation of acquired intangibles (pre-tax)(23.1)(26.2)11.8%
Underlying EBIT 3 5 7.7297.220.4%
Net interest expense (88.7)(88.0)(0.8)%
Tax expense (75.1)(53.4)(40.6)%
Underlying NPAT 193.9155.824.5%
Amortisation of acquired intangibles (post tax) 16.218.4(12.0)%
Underlying NPATA
2
210.1174.220.6%
Total individually significant items (177.2)(550.7)67.8%
Tax effect on individually significant items 65.49. 2>100%
Statutory NPATA 98.3(367.3)>100%
Amortisation of acquired intangibles (post tax) (16.2)(18.4)(12.0)%
Statutory NPAT 82.1(385.7)>100%
1. The underlying result is a non-IFRS measure that is used by Management to assess the performance of the business. Non-IFRS measures have not been subject to audit or review.
2. Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.
Annual Report 2024 Downer EDI Limited16

Directors’ Report
Statutory earnings
Statutory earnings before interest and tax (EBIT) of $180.5 million, up from a loss of $253.5 million.
Statutory EBITA of $203.6 million, up from a loss of $227.3 million. The statutory results were impacted by ISI of $177.2 million
loss before interest and tax.
Underlying EBITA of $380.8 million, up 17.7% from $323.4 million.
A reconciliation of the FY24 underlying result to the statutory result is provided below:
$mE B ITA
Net
finance
costs
Ta x
expenseN PATA
Amortisation of
acquired intangibles
(post-tax)N PAT
Underlying result380.8(88.7)(82.0)210.1(16.2)193.9
Fair value on Downer Contingent Share
Options (DCSO)
3.7––3.7–3.7
Net gain on divestments and exit costs21.7–5.527.2–27.2
Transformation and restructure costs (61.6)–18.0(43.6)–(43.6)
Regulatory reviews and legal matters(23.3)–6.8(16.5)–(16.5)
Impairment and other asset write-downs(117.7)–35.1(82.6)–(82.6)
Total individually significant items(177.2)–65.4(111.8)–(111.8)
Statutory result203.6(88.7)(16.6)98.3(16.2)82.1
Refer to Note B3 to the Financial Report for further details.
Fair value movement on Downer Contingent Share Options (DCSO) liability
As part of the consideration to acquire the shares in Spotless that it did not already own, the Group granted three
tranches of 2.5 million share options to the previous minority interest shareholders on 12 August 2020 which are
exercisable within four years of issue on achievement of three prescribed share price targets (the Downer Contingent
Share Options or DCSO). The fair value at issue date of these options was recognised as a liability arising on the
acquisition of the shares. The DCSO are classified as a liability, with subsequent changes in the fair value recognised in
the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Since 30 June 2023, the fair value of the
DCSO liability has decreased by $3.7 million, with a gain recognised through ‘Other income’ in the Consolidated Statement
of Profit or Loss and Other Comprehensive Income during the year.
Divestments during the reporting period
Downer made significant progress in the period against its strategic priority of portfolio simplification:
„
Completed the sale of the remaining part of its Australian Mechanical and Electrical Commercial Projects business
(Asset & Development Services). The Asset & Development Services business’ financial performance is reported under
the Facilities segment for the period
„
Announced and completed the sale of its 45% interest in Repurpose It, a resource recovery joint venture business
operating in Victoria
„
Completed other smaller transactions as part of the ongoing strategy to simplify the business and focus on
core markets
„
Obtained all remaining outstanding consents required to complete the divestment of its Australian Transport Projects
business to Gamuda Berhad.
Refer to Note F7 for further detail on divestments.
Annual Report 2024 Downer EDI Limited17

Directors’ Report
Net gain on divestments and exit costs
During the period, divestment and exit costs were recognised in relation to a number of transactions. Refer to Note F7
for further details on the individual transactions.
The material elements of the net gain on divestments and exit costs include:
„
$36.1 million net pre-tax gain (including disposal costs) across the divestments
„
$14.4 million pre-tax transaction-related expenses and provisions associated with Downer’s ongoing obligations
and risks associated with divestments
„
Capital losses on which a deferred tax asset has not been previously recognised have been used to fully offset capital
gains arising on divestments during the year. A deferred tax asset has not been recognised on remaining carried
forward capital losses of $28.4 million at 30 June 2024 as it is not probable that a future capital gain will arise.
Transformation and restructure costs
Transformation and restructure costs represent costs incurred following Downer’s commencement of the Transformation
program to restructure its operating model and review of IT strategy. The material elements of the costs associated with
the transformation and restructure are as follows:
„
Redundancy and severance costs associated with implementing the new operating model
„
Transformation program implementation costs including external advisor costs
„
Software-as-a-Service (SaaS) implementation costs.
Regulatory reviews and legal matters
Regulatory review and legal matters costs were incurred in relation to defending the shareholder class actions filed
against Downer during the prior financial year, responding to regulatory reviews, undertaking business conduct review
and investigations, and settlement of the ‘leaky buildings’ claim (for further information see 2023 Financial Statements
Note C9 Contingent Liabilities (vi)).
The shareholder class actions claims have been disclosed as a contingent liability in Note C9.
Impairment and other asset write-downs
Impairment and other asset write-downs relates to:
„
Three asphalt plants following review of the carrying value
„
Accelerated amortisation and write-downs in relation to IT assets and discontinuation of IT development programs,
and resulting onerous licence contract provisions recognised, where the ongoing usage has been reviewed as part of
the cost reduction program and aligned with the Group’s new operating model.
Annual Report 2024 Downer EDI Limited18

Directors’ Report
Expenses
The transformation program, including operating model changes and various cost reduction initiatives, achieved
$130 million in gross annualised cost out as part of a targeted $175 million cost out program. The gross annualised cost
out target was updated in Downer’s HY24 results disclosures from $100 million to $175 million, with the remaining $45 million
planned to be achieved by 30 June 2025.
Total expenses of $10.9 billion decreased by 9.4% compared to $12.0 billion in the prior corresponding period (pcp).
Included in total expenses is $217.0 million
1
of ISI ($605.1 million in the pcp). Excluding the impact of ISIs, total expenses
decreased 6.5%, compared to a reduction in revenue of 5.2%.
Downer’s cost base (including ISI) by expense type:
FY24 FY23
11.2%
5.4%
12.1%
41.0%
30.3%
31.6%
Plant and equipment, depreciation and amortisation, impairment of assets
Other expenses
Employee benefits expenseSubcontractorRaw materials and consumables used
7.6%
6.6%
11.9%
42.3%
Employee benefits expenses decreased by 5.7%, or $209.2 million, to $3.4 billion and represents 31.6% of Downer’s cost
base (30.3% in the prior year). The decrease in labour expenses is broadly consistent with the 5.2% reduction in revenue
and the impact of the cost out program. Subcontractor costs decreased by 6.3%, or $309.6 million, to $4.6 billion and
represents 42.3% of Downer’s cost base (41.0% in the prior year). The decrease in subcontractor costs as a percentage
of overall expenses was primarily due to the higher use of subcontractors in the divested Australian Transport Projects
business. Whilst some labour markets have challenges and specialised skills in key segments are in high demand, a trend
of stabilisation has generally improved employee retention and reduced recruitment activities.
Raw materials and consumables costs decreased by 10.9%, or $158.9 million, to $1.3 billion and represents 11.9% of Downer’s
cost base (12.1% in the prior year). The decline was predominantly due to the decrease in construction activities following
the divestment of the Australian Transport Projects and Asset and Development Services businesses.
Plant and equipment costs decreased by 13.2% or $61.9 million to $0.4 billion, as a result of the divestment of Australian
Transport Projects. Total depreciation and amortisation increased by 2.9%, or $9.8 million, to $0.3 billion. Impairment of non-
current assets expense of $69.1 million primarily relates to three asphalt plants. Refer to Note B3 for additional information.
The movement in other expenses is primarily attributable to the ISI recognised in the current and comparative periods.
Refer to Note B3 of the Financial Report for additional information.
1. Total ISI before tax of $177.2 million excluding gain on DCSO of $3.7 million and net gain on divestments of $36.1 million
Annual Report 2024 Downer EDI Limited19

Directors’ Report
Cash flow
Operating cash flow
Operating cash flow of $544.1 million represents a substantial improvement on the prior year, with an underlying cash
conversion of 90.3%. Normalised cash conversion, adjusting for payments associated with FY23 and FY24 ISIs (together
$75.9 million), and the Australian Transport Projects GST payment of $23.5 million disclosed in the FY23 Consolidated
Statement of Cash Flows, equates to 104.4%. Cash conversion was favourably impacted by cash flow phasing, on a
material project in delivery phase, which will unwind in FY25.
During the period, there has been an enhanced and disciplined focus on working capital management, cash collections
and resolution of contractual variations and claims.
Investing cash flow
Total investing cash outflow of $29.3 million includes $68.5 million proceeds from the disposal of businesses during the
period, net of cash disposed. Refer to note F7 for details.
Excluding proceeds from the disposal of businesses, investing cash outflow decreased by 60.4% or $149.4 million to
$97.8 million largely due to the completion of Downer’s investment in a number of asphalt plant upgrades in FY23 and
approximately $32 million of one-off proceeds from the sale of property in 2H24.
Debt and bonding
The Group’s performance bonding facilities totalled $2,104.0 million at 30 June 2024 with $785.6 million undrawn.
During the year, surplus limits were rationalised resulting in a $130 million reduction of undrawn committed bonding
facility limits. There is sufficient capacity to support the existing pipeline and the ongoing operations of the Group.
At 30 June 2024, the Group had liquidity of $2.1 billion comprising cash balances of $837.6 million and undrawn committed
debt facilities of $1,265.0 million. Net debt (excluding lease liabilities) reduced from $703.7 million at 30 June 2023 to
$469.5 million at 30 June 2024. Management reported a reduced net debt to EBITDA (which includes lease liabilities)
of 1.4x at 30 June 2024 from 2.0x at 30 June 2023.
During the period, the Group refinanced $745 million of bilateral and syndicated debt facilities including an extension of
the maturity of the $500 million tranche of the $1.4 billion syndicated bank loan facility maturing in November 2024 to
November 2027 ($200 million) and November 2028 ($300 million).
In May 2024, the outlook on the Group’s external credit rating was revised by Fitch Ratings from BBB (Outlook Negative) to
BBB (Outlook Stable) reflecting an expectation of improved earnings margins, strengthened balance sheet and leverage
metrics, and resolution of outstanding governance matters. The stabilisation of our investment grade credit rating is
positive for our customers and suppliers when they contract with the Group. Furthermore, banks and other lending
institutions will have more confidence in our stabilised credit risk profile which positively impacts their assessment of
pricing, tenor and facility limits on financing facilities.
Dividends
The Downer Board resolved to pay a final dividend of 11.0 cents per share, 50% franked, payable on 15 October 2024 to
shareholders on the register at 16 September 2024. The portion of the unfranked dividend amount that will be paid out of
Conduit Foreign Income (CFI) is 88%.
2

The total dividend for FY24 of 17.0 cents per share represented a payout ratio of 58%.
The Company’s Dividend Reinvestment Plan remains suspended.
The Board also determined to continue to pay a fully imputed dividend on the ROADS security, which having been reset
on 15 June 2024 has a yield of 9.43% per annum payable quarterly in arrears, with the next payment due on 15 September
2024. As this dividend is fully imputed (the New Zealand equivalent of being fully franked), the actual cash yield paid by
Downer will be 6.79% per annum until the next reset date.
2. This is relevant only for non-resident shareholders. The effect is that the portion of the unfranked dividend paid out of CFI is not subject to Australian dividend withholding tax.
Annual Report 2024 Downer EDI Limited20

Directors’ Report
Balance sheet
Since 30 June 2023, the net assets of the Group reduced by $30.4 million.
Movement in Net Assets ($m)
IncreaseDecreaseTo t a l
2000
2100
2200
2300
2400
2500
2600
2700
Closing
Net Assets
OtherNet working
capital
IntangiblesProperty, Plant
and Equipment
Decrease
in net debt
Opening
Net Assets
2,289.8
2,259.4
250.9
(103.8)
(93.5)
(60.2)
(23.8)
$’m
Net debt, calculated as borrowings (excluding lease liabilities) less cash and cash equivalents, decreased by
$250.9 million driven by cash generated by operations and cash proceeds collected from divestments (net divestment
proceeds of $68.5 million).
Property, plant and equipment (PP&E) decreased by $93.5 million to $0.8 billion, largely attributable to the sale of the
Metering Services business’ assets and contracts (Refer to Note F7), asset disposals in the Transport segment, combined
with impairments recognised as ISI which were partially offset by capital expenditure.
Intangibles declined by $60.2 million to $2.1 billion, primarily due to the amortisation of software and system development
assets totalling $46.5 million and impairment of $13.2 million as outlined in Note B3.
Net working capital, which includes current trade receivables and contract assets, in addition to current trade payables
and contract liabilities, decreased by $23.8 million, reflecting the impact of divestments in the period and improved
working capital management.
Other, of $103.8 million, is primarily associated with the ISI recognised in the period.
Total equity decreased by $30.4 million, largely as a result of the statutory profit after tax of $82.1 million, offset by dividends
paid during the period of $107.0 million.
Annual Report 2024 Downer EDI Limited21

Directors’ Report
Zero Harm
Downer remains steadfastly committed to Zero Harm. Protecting our people, communities and the environment is
Downer’s number one priority.
Tragically, during the year, three workplace fatalities occurred within Downer’s operations. Our Board and management
team have extended condolences to these workers’ families, colleagues, and employers and provided support following
these incidents. Downer operates in some sectors that are exposed to high-risk activities and we are determined to learn
from these tragic events. We are committed to continuous improvement of our systems and processes including our
focus on critical control effectiveness. In response to these incidents, Downer instituted a Group-wide ‘Safety reset’ – a
call-out to our operational leaders to take action and implement programs that would be of most benefit to the unique
profile of their operations. We understand that improving safety performance requires a comprehensive approach
involving the combination of active leadership, accountability, discipline, a positive safety-focused workplace culture, and
effective risk controls.
Since 30 June 2023, Downer’s Lost Time Injury Frequency Rate (LTIFR) decreased to 0.88 from 0.90, and its Total Recordable
Injury Frequency Rate (TRIFR) decreased to 2.54 from 2.68 per million hours worked
3
. The slight improvement in the
performance of these lagging indicators in FY24 is due to a renewed focus on incident reporting, timely support to injured
workers, and learning lessons from previous incidents.
Downer’s LTIFR performance is better than industry benchmarks published by SafeWork Australia
4
for all industries in which
Downer operates. Management’s number one priority in FY25 remains the safety of our people and the elimination of
serious and fatal incidents across our operations.
Group safety performance (12-month rolling frequency rates)
0.5
1.0
1.5
2.0
TRIFRLTIFR
1.5
2.0
2.5
3.0
3.5
Jun-24May-24Apr-24Mar-24Feb-24Jan-24Dec-23Nov-23Oct-23Sep-23Aug-23Jul-23Jun-23
2.68
0.90
2.54
0.88
TRIFR
LTIFR
For further information refer to our 2024 Sustainability Report.
3. Lost time injuries (LTIs) are defined as injuries that cause the injured person (employee or contractor) to be unfit to perform any work duties for one whole day or shift, or more, after
the shift on which the injury occurred, and any injury that results, directly or indirectly, in the death of the person. The Lost Time Injury Frequency Rate (LTIFR) is the number of LTIs per
million hours worked. Total Recordable Injuries (TRIs) are the number of LTIs plus medically treated injuries (MTIs) for employees and contractors. Total Recordable Injury Frequency
Rate (TRIFR) is the number of TRIs per million hours worked.
4. 2023 Safe Work Australia Industry Benchmarks.
Annual Report 2024 Downer EDI Limited22

Directors’ Report
Sustainability
Downer’s Purpose is ‘Enabling communities to thrive’. Downer’s services positively impact millions of people each day,
underscoring the importance of sustainable operations for our people, partners, shareholders, customers, and the
communities where we operate. We are conscious of the impact our activities have on individuals, communities and the
environment.
Safety and sustainability is a foundational pillar of our strategy. To Downer, sustainability means working to reduce our
impact on the environment; as well as prioritising the safety of our people, building trusted relationships and having a
diverse and inclusive workforce, which, combined with our financial performance, contributes to the value that Downer
provides to its shareholders.
Leveraging our market presence, capabilities and our sustainability commitment strategically positions Downer for future
growth by supporting our customers on their pathways to a low-carbon economy.
Details on Downer’s sustainability-related performance for the financial year ended 30 June 2024 can be found in our
2024 Sustainability Report.
Downer EDI Limited is a climate reporting entity for the purposes of the Financial Markets Conduct Act 2013 (NZ). This
report contains Downer EDI Limited’s first climate-related disclosures, which comply with the Aotearoa New Zealand
Climate Standards (NZ CS) issued by the External Reporting Board. These disclosures inform stakeholders about Downer’s
governance of climate-related risks and opportunities, scenario analysis and our climate related plans including metrics
and targets.
Our sustainability commitments are outlined in policies available at www.downergroup.com.
Annual Report 2024 Downer EDI Limited23

Transport
Road Services
Rail & Transit Systems
Projects
Transport comprises Downer’s Road Services, Rail
& Transit Systems and Projects businesses.
Downer delivers multi-disciplined solutions to
customers across the transport sector in Australia
and New Zealand, with our capabilities including road
services, transport infrastructure, rail, and end-to-end
transport solutions and asset management.
UnderlyingPro forma
1
FY24ChangeFY24Change
Revenue6,222.0(9.2%)6,042.47.8%
EBITA250.4(13.3%)252.85.0%
EBITA %4.0%(0.2pp)4.2%(0.1pp)
Downer successfully completed a number of Transport
business divestments in the period (Australian
Transport Projects, VEC Contracting, and Repurpose
It joint venture). Excluding the contribution from
these divestments, pro forma Transport revenue and
earnings grew 7.8% and 5.0% respectively. This growth
was led by a turnaround in the NZ Transport business,
increased project activity in the Rail & Transit Systems
business (primarily the ramp up of QTMP which more
than offset the wind down of the HCMT build project,
with the 70th and final trainset now delivered and in
passenger service), and overall margin improvement.
The revenue and earnings growth was offset by
reduced Transport Agency spend in Victoria and
South Australia impacting Road Services, and lower
contribution from the Keolis Downer joint venture.
% of total segment
Total revenue
2
(FY24) EBITA
3
(FY24)
53%

52%
Road Services
Downer manages and maintains road networks
across Australia and New Zealand and manufactures
and supplies products and services to enable safe,
efficient and reliable journeys. Downer is one of the few
companies with a mature, integrated offering across
the Road Services value chain.
We deliver solutions to our customers’ challenges
through strategic asset management and a leading
portfolio of products and services. We are a leading
manufacturer of bitumen-based products and an
innovator in the sustainable asphalt industry, using
recycled products and environmentally sustainable
methods to produce asphalt.
Downer also has an extensive history of delivering
airport infrastructure and surfacing projects across
Australia, New Zealand, and the Pacific Islands.
FY24 highlights
„
Downer was awarded a road maintenance contract
by Victoria’s Department of Transport and Planning
on 10 April 2024, valued at an estimated $320 million
over a maximum term of eight years.
„
On 3 July 2023, Downer was awarded a road
maintenance contract by Hamilton City Council,
valued at up to $540 million over a maximum term
of 10 years.
„
Downer was awarded the Hobart Airport Airfield
Upgrade Project contract on 18 April 2024.
The upgrades will allow for wide-body international
aircraft, such as the Boeing 787 and the Airbus A350,
to operate at Hobart Airport.
„
On 10 November 2023, Downer announced the
sale of its 45% interest in Repurpose It, a resource
recovery business operating in Victoria with a focus
on recycling infrastructure spoil and organics.
Segment financial performance
Approximately 50,000km of road networks
managed across Australia and New Zealand
More than
3.2 million tonnes of combined
volume asphalt produced
1.2 million m
2
airfield pavements maintained
and upgraded in Australia, New Zealand and the
Pacific annually
1. Pro forma reflects the statutory results adjusted for ISI and excludes the revenue
and EBITA contribution relating to completed divestments to provide a like for
like comparison at 30 June 2024.
2. Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
3. Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense.
Annual Report 2024 Downer EDI Limited24

Directors’ Report
Rail & Transit Systems
Downer is a leading provider of rollingstock asset
management services in Australia.
We have more than 150 years’ experience delivering
innovative transport solutions designing, building
and maintaining flagship rollingstock projects
across the country. Downer has capabilities in
infrastructure, rail systems, operation and maintenance,
and system integration by leveraging its trusted
partnerships with international OEMs.
Downer is not only one of Australia’s largest providers of
rollingstock asset management services for passenger
rail, we are also a partner for the freight rail market.
Downer offers customers design, manufacture and
maintenance, as well as decarbonisation and digital
solutions that have been developed from Downer’s
extensive datasets from building and maintaining
passenger fleets in Queensland, New South Wales,
Victoria and Western Australia.
FY24 highlights
„
The 70th and final High Capacity Metro Train (HCMT)
entered passenger service, marking the completion
of the largest single order of trains in Victoria’s history.
„
Queensland Train Manufacturing Program (QTMP)
team fully mobilised, with the Ormeau rail facility
site and Torbanlea train manufacturing sites both
into the earthworks phase. The design for the
65 six-car passenger trains is progressing well, with
engagement with various user groups underway.
„
RTS Digital – Downer’s rail digital consulting,
software, and services business expanded,
delivering programs and digital capabilities into
new markets.
Projects
Downer delivers multi-disciplined infrastructure
solutions to customers within the transport sector
in New Zealand and the Pacific. Services include
the design and construction of light rail, heavy
rail, signalling, track and station works, rail safety
technology, bridges, roads and vertical construction
(through Downer’s Hawkins business).
Downer has a long history of delivering infrastructure
projects under a variety of contracting models and
collaborative partnerships.
Downer’s integrated capabilities enable intelligent
transport solutions, road network management
and maintenance.
FY24 highlights
„
On 18 June 2024, Downer, as part of a consortium
with McConnell Dowell, Beca and Tonkin+Taylor,
signed an interim alliance agreement with NZ
Transport Agency Waka Kotahi to deliver new
highway and walking and cycling paths for the
Ōtaki to north of Levin highway upgrade project in
Wellington.
„
Hawkins successfully delivered Tōtara Haumaru,
North Shore Hospital project, with the new building
officially opening in June 2024.
„
The Link Alliance reached almost 20 million work
hours on Auckland’s City Rail Link project. In FY24,
the Link Alliance completed the network-wide
signalling system and rail tracks inside the tunnels,
and progressed the fit-out of new station buildings
and facades.
More than 2,000 rollingstock units maintained or
contracted to be maintained
More than
3,000 rollingstock units built or on-order
More than
3,000 rollingstock units overhauled
Poured more than
200,000m
3
of concrete
and erected more than 13,800 tonnes of steel
Annual Report 2024 Downer EDI Limited25

Directors’ Report
Utilities
Power & Gas
Water
Telecommunications
Downer provides services and solutions that connect
communities to essential networks and infrastructure.
We design, build, operate and maintain today’s critical
assets and networks, delivering services across the
water, energy and telecommunications sectors.
UnderlyingPro forma
1
FY24ChangeFY24Change
Revenue2,400.76.3%2,395.36.5%
EBITA55.6>100%54.5>100%
EBITA %2.3%2.8pp2.3%2.8pp
Downer successfully completed the divestment of
Metering Services during the period. Excluding the
contribution from this divestment, pro forma Utilities
revenue grew 6.5%, while EBITA increased to $54.5
million from a loss of $10.7 million in the prior year. The
Utilities turnaround was a key focus area in FY24. The
commercial reset of the Power Maintenance Contract
continued in FY24, reaching breakeven in the second
half. In addition, the portfolio of water construction
projects continued to run-off after losses in FY23
with good progress made on resolving outstanding
commercial matters.
% of total segment
Total revenue
2
(FY24) EBITA
3
(FY24)
20%

12%
Power & Gas
Downer’s services include planning, designing,
constructing and maintaining transmission and
distribution power assets as well as gas network assets.
Downer provides end-to-end services to owners
of utility assets. Downer constructs and maintains
electricity and gas networks, provides asset inspection
and monitoring services, connects tens of thousands of
new power and gas customers each year and provides
metering technology for efficient energy consumption
for governments, utilities and corporations.
The business is well positioned to support the energy
transition with a strong opportunity pipeline emerging.
Downer will maintain a disciplined approach to our
participation, with our focus areas leveraging our
proven capabilities within commercial models that
appropriately share risk.
FY24 highlights
„
Power Maintenance contract turnaround
progressing to plan, reaching breakeven in the
second half.
„
Downer completed a landmark project for
ElectraNet in December 2023, delivering the South
Australian component of Project EnergyConnect,
which covers more than 200 kilometres of
transmission line, making it one of the longest ever
constructed between Australian States.
2,750km of transmission lines and
70 substations built in Australia over the past 10 years
Maintain
100,000km of gas and power
infrastructure assets
1. Pro forma reflects the statutory results adjusted for ISI and excludes the revenue
and EBITA contribution relating to completed divestments to provide a like for
like comparison at 30 June 2024.
2. Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
3. Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense
Annual Report 2024 Downer EDI Limited26

Directors’ Report
Water
Downer delivers complete water lifecycle solutions
for municipal and industrial water users. In Australia,
Downer supports water and wastewater services to
approximately 13 million Australians – which equates to
approximately half the Australian population.
Downer’s expertise includes water treatment,
wastewater treatment, water and wastewater network
design, construction, maintenance and rehabilitation,
desalination and biosolids treatment.
As a provider of asset management services, Downer
supports its customers across the full asset lifecycle
from conceptual development through to design,
construction, commissioning and into operations
and maintenance.
FY24 highlights
„
Downer was awarded a new contract by Unitywater
on 28 May 2024 to deliver water, sewerage and
recycled water services in south-east Queensland.
The contract commenced in May 2024, with an
initial five-year term plus three two-year extension
options. The contract is valued at an estimated
$600 million to Downer over the initial five-year term.
„
Downer was awarded a two-and-a-half-year
contract with the New Zealand Department of
Corrections in May 2024 to deliver their Water
Infrastructure Program in Auckland, Wellington
and Christchurch.
„
Downer reached agreement on open commercial
matters in late-FY24 addressing contractual claims
on loss making water construction portfolio. All but
one project is now substantially complete with the
remaining project forecast to complete in FY25.
Telecommunications
Downer is a leading provider of end-to-end
technology and communications service solutions,
working with Australia and New Zealand’s largest
telecommunications providers to build and strengthen
their networks and infrastructure.
Downer’s expertise includes integrated civil construction,
electrical, fibre, copper and radio network deployment
capability. Key capabilities include design, engineering,
consulting, maintenance and smart meter installation.
FY24 highlights
„
On 19 June 2024, Downer was awarded a new
contract by NBN Co Limited, with an estimated
value of more than $100 million over the initial
three-year term. The Business Deployment Module
contract begins in October 2024 and includes a
two-year extension option. Under this contract,
Downer will augment the nbn network through
network extension and the connection of full
fibre technology to businesses in large parts of
Western Australia, South Australia, the Northern
Territory and New South Wales.
„
On 6 September 2023, Downer was awarded a
contract for the Indara Mobile Network Infrastructure
Expansion Program.
„
Downer awarded a contract by Western Power
on 6 June 2024 to deliver meter reading and
replacements in Western Australia.
Water and wastewater services for more than
14 million people across Australia
and New Zealand
Enabled
350,000 premises across WA and NSW
to upgrade their broadband services
More than
6,630,000m of fibre cable blown
through the UFB network in NZ
Annual Report 2024 Downer EDI Limited27

Directors’ Report
Facilities
Government and Health & Education
Defence
Industrial & Energy
The Facilities segment operates in Australia and
New Zealand across a range of industry sectors
including education, health, government, defence
and industrial and energy.
Downer delivers asset management services to facilities
and estates that cover maintenance, expansion and
frontline services for social and economic infrastructure.
Downer’s expertise covers a broad range of asset
types including universities, schools and hospitals,
social housing, corrections, defence estates and
supporting defence capability. Downer’s services help
to optimise critical assets, supporting them to operate
reliably and cost effectively. Downer is also a leading
provider of end-to-end asset lifecycle and specialist
services to the power generation, future energy, oil, gas,
industrial and mineral processing sectors.
UnderlyingPro forma
1
FY24ChangeFY24Change
Revenue3,198.4(6.3%)3,159.2(0.7%)
EBITA177.39.4%179.33.3%
EBITA %5.5%0.8pp5.7%0.2pp
Downer successfully completed two Facilities business
divestments in the period (Asset and Development
Services and AE Smith New Zealand). Excluding the
contribution from these divestments, pro forma
Facilities revenue declined 0.7%, while EBITA increased
3.3%. As a result, EBITA margin increased 0.2% to 5.7%.
Margin improvement across the portfolio of long-term
contracts in the Government and Health & Education
businesses, together with increased profitability in the
Industrial & Energy business, contributed to the strong
Facilities result.
% of total segment
Total revenue
2
(FY24) EBITA
3
(FY24)
27%

37%
Government and Health & Education
Downer is one of the largest integrated facilities
management services providers in Australia and
New Zealand, delivering property and facilities
management services to government departments,
agencies and authorities at the Federal, State and
municipal levels. Downer provides management of its
customers’ assets across their lifecycle. Downer has a
40-year history of supporting the daily operations of
hospitals across Australia and New Zealand, delivering
a range of services that create a safe environment
for hospital staff, patients and their guests. At leading
schools and tertiary institutions, Downer helps to
enhance learning environments through integrated
services such as catering, building and grounds
maintenance, conserving energy with air-conditioning
and lighting solutions and supporting a secure
environment.
FY24 highlights
„
Completed the divestments of Asset and
Development Services and AE Smith New Zealand.
„
On 27 June 2024, Downer was awarded a new
contract to deliver maintenance services across
the Homes NSW public housing portfolio covering
Inner City Sydney, Southern Tablelands, South Coast,
Macarthur and Southern Highlands, and Illawarra.
The contract to deliver responsive and programmed
maintenance services commenced on 1 July 2024
and is valued at approximately $860 million for a
maximum term of 10 years.
21 Public Private Partnership projects across the
defence, education, health and leisure sectors

1. Pro forma reflects the statutory results adjusted for ISI and excludes the revenue
and EBITA contribution relating to completed divestments to provide a like for
like comparison at 30 June 2024.
2. Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
3. Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense.
28

Directors’ Report
Defence
Downer provides a broad range of professional
services, base and estate management and
estate development and base upgrade services
to the Australian Defence Force, the New Zealand
Defence Force and other government agencies.
We have a comprehensive Defence Capability Life
Cycle offering and mindset. Our Sovereign Industry
Capability delivers to the needs of Defence and other
government agencies.
FY24 highlights
„
On 27 October 2023, Downer received an extension
on its Estate Maintenance and Operation Services
(EMOS) contract with the Australian Department of
Defence. The 12-month extension will commence
in August 2024 and run through to 31 July 2025,
generating revenue to Downer of approximately
$400 million.
„
On 14 September 2023, Downer was selected to
deliver the Planning Phase of the Australian Defence
Force’s proposed Woomera Redevelopment
Program in South Australia. The Downer CPB
joint venture commenced the Planning Phase
in September 2023, with development activities
for the project (estimated value, $500 million to
$750 million – subject to further Government review)
that will form the basis of Defence’s submission for
Government approval.
„
In partnership with Downer’s Roads Services
business, Downer Defence completed an airfield
works project to deliver infrastructure upgrades at
RAAF Base Williamtown and Newcastle Airport.
Industrial & Energy
Downer is a leading provider of end-to-end asset
lifecycle and specialist services to Australia’s critical
economic infrastructure including the power
generation, future energy, oil, gas, industrial, and
mineral processing sectors.
Our key capabilities cover a full range of services
including maintenance, shutdowns, turnaround
and outage delivery, equipment overhauls and
modifications, sustaining capital programs,
manufacturing, project development and
commissioning services. Through our Mineral
Technologies business, Downer is a leading provider
of fine physical mineral separation solutions.
FY24 highlights
„
Downer’s customer, Santos, achieved mechanical
completion on the CO
2
first injection components
for its Moomba Carbon Capture and Storage Project
in South Australia in June 2024. Downer provided
civil, mechanical and electrical construction and
commissioning services for the project, which is
nearing completion.
„
In November 2023, Downer delivered the major
outage of Unit One of AGL’s Bayswater Power Station
in the Hunter Valley, completing the refurbishment
of mechanical plant including scaffolding,
mechanical, electrical and instrumentation, and
multiple works to the external sections of the unit.
„
Strengthened long-term relationships to deliver
maintenance, shutdown and sustaining capital
services in the Western region, securing contract
extensions and expanding services provided to
customers such as BHP, Chevron and WesCEF.
Enable the support of approximately
40,000 Defence personnel
Provide maintenance and outage services essential in
running Australia’s power stations, servicing customers
that supply
50% of the National Electricity Market.
Involved in
two of Australia’s largest
carbon capture and storage projects
Annual Report 2024 Downer EDI Limited29

Directors’ Report
Strategic objectives and future opportunities
Downer’s core Transport, Utilities and Facilities segments hold strong trans-Tasman market positions with key capabilities
delivering to evolving customer needs. Our business is supported by solid fundamentals to target resilient and high
quality earnings growth in pursuit of our Purpose of ‘Enabling communities to thrive’.
Our core capabilities, relationships and scale:
„
Position us to provide critical infrastructure services for long-term, government and blue chip customers
„
Align with favourable sectors benefiting from supportive tailwinds and strong growth prospects
„
Aim to deliver predictable and stable operational performance
„
Generate cash returns with reduced capital intensity.
Downer’s Purpose, Promise and Pillars
Our Purpose is: Enabling Communities to Thrive – Te whakaahei hapori momoho.
Our Promise is: Our customers’ success is our success.
Our Pillars represent the foundations of how we think, plan and solve problems together:
„
Safety and sustainability – We aim to leave a positive legacy for future generations, and we are committed to Zero
Harm for our people, communities and the environment
„
Delivery – We build trust by delivering on our promises with excellence while focusing on safety, value for money
and efficiency
„
Relationships – We collaborate to build and sustain enduring relationships with our customers, our people and our
communities, based on trust and integrity
„
Thought leadership – We remain at the forefront of our industry by employing the best people and having the
courage to challenge the status quo.
Strategies to realise long-term value for shareholders
During the year, Downer undertook an in-depth strategic planning process to develop enterprise level strategic, business
unit full potential, and functional support plans, which included assessing the historic drivers of performance, the future
growth potential of the markets we operate in and our organisational capabilities and service offerings required to
achieve our strategic objectives. We also launched our new aspirational culture framework, The Downer Difference, in
July 2024. Distilled across our Strategic Focus Areas, the outputs of the strategic planning process support our immediate
priority to implement our back to basics transformation program.
The program incorporates targeted initiatives to:
„
Enhance leadership capability and drive a performance culture
„
Focus our businesses on where to play and how to win
„
Implement enhanced risk protocols through tendering and governance with an emphasis on reassessing our risk
appetite, permitted services, acceptable commercial models and terms, and minimum return hurdles
„
Improve project delivery capabilities to support project margin growth
„
Streamline our operating model for efficiency
„
Simplify our portfolio.
These coordinated actions provide the pathway to achievement of a management target EBITA margin of more
than 4.5%.
1
1. The EBITA margin target of more than 4.5% is a management target that is incorporated into Downer’s long-term incentive plan and is not provided as guidance.
Annual Report 2024 Downer EDI Limited30

Directors’ Report
The macro settings that have shaped our strategy include:
„
Growing and ageing populations, along with the expansion of government services to support and enhance
equitable living standards for all citizens
„
The energy transition towards net zero, which is driving an unprecedented step change in energy investment
„
Geopolitical shifts, that are necessitating material investment in new Defence capabilities, including sustainment of
existing assets and significant infrastructure upgrades
„
A renewed emphasis by Federal and State Governments on reducing reliance on global supply chains, highlighting
the importance of local industry participation, skills and building robust domestic supply chain and capability.
Within our strategy, we have chosen clear priorities to align and respond to these trends, to enhance our capabilities,
customer relationships and industry partnerships necessary to achieve and sustain market leading positions.
Downer’s strategy is underpinned by the following focus areas:
Strategic focus area
Safety – maintain
focus on Zero Harm
A dedicated Zero Harm culture is essential to achieve ongoing success, to build relationships
with our people, customers and communities and to deliver industry-leading health, safety and
environmental performance.
Our commitment to achieving our Zero Harm goal resonates throughout the organisation.
We promote our people’s safety, health and wellbeing, enable environmentally sustainable
business activities and include safe practices through our operations.
Downer’s Integrated Management System, The Downer Standard, supports consistent
management of Zero Harm risk and performance. Downer holds third-party accreditation to
the International Standards ISO 45001 (Safety), ISO 9001 (Quality), and ISO 14001 (Environment)
providing a system for safety, quality and environmental management, along with a framework
for developing, implementing, and monitoring. This allows Downer to deliver best practice
information and work processes to its frontline employees, enhancing their ability to manage
risk and adapt to changing work environments.
Sustainability –
address climate-
related risks and
position for growth
opportunities through
decarbonisation
Downer seeks to include sustainability practices in the way it delivers services and operates our
business. Our skills, experience and technical capabilities position us to play a role in delivering
high-value solutions that support our customers in navigating the energy transition and
progressing to a lower emissions future.
Achieving our own emissions reduction pathway is essential to establishing credibility for the
services and solutions we provide.
Downer supports the science on climate change and is committed to taking action to
decarbonise its operations to help play its part in reducing global temperature rise. Downer has
set a near-term Scope 1 and 2 GHG emissions reduction target, utilising the SBTi’s Corporate Near
Term Target Setting tool and a net zero Scope 1 and 2 GHG emissions reduction target, utilising the
SBTi’s Corporate Net Zero Tool (noting the below discussion regarding Downer’s Scope 3 targets
has necessitated a review of this component of the target).
Downer’s near-term Scope 3 target and Scope 3 component of its Net Zero target is under review.
Downer undertook a pre-assurance engagement to assess the robustness of its approach, as
well as the completeness and accuracy of data produced for Scope 3 emissions. As a result of
this exercise, Downer found that emissions resulting from Scope 3 Category 9 and Category 11
required further review of assumptions and methodologies used which were not finalised
before the publication of this report. Downer has utilised Adoption Provisions 4 and 5 of NZ CS 2
in not disclosing these categories in FY24. Downer’s near term Scope 3 target, and the Scope 3
component of its Net Zero target is being remeasured with the aim to communicate our
ambition in FY25.
Annual Report 2024 Downer EDI Limited31

Directors’ Report
Strategic focus area
Sustainability –
address climate-
related risks and
position for growth
opportunities through
decarbonisation
continued
Downer’s near term Scope 1 and 2 GHG emissions commitments are aligned with a 1.5°C
pathway and support the transition to net zero emissions by 2050. Downer’s GHG emissions
reduction targets are:
„
50% reduction by 2032 across absolute Scope 1 and 2 emissions against a 2020 baseline
„
Net zero by 2050 across Scope 1, 2 emissions against a 2020 baseline (noting that Downer's
near-term Scope 3 target and Scope 3 component of its Net zero target is under review).
To achieve net zero, Downer aims to reduce its Scope 1, 2 emissions by 90% from a 2020 baseline,
with the residual 10% being covered by the purchase of neutralising/carbon removal offsets. We
anticipate, based on our Decarbonisation pathway modelling, that these may be purchased in
the 2040s, subject to Downer reducing its emissions to 90% from a 2020 baseline. We intend that
these will be certified carbon removal/neutralising offsets in the form of Australian Carbon Credit
Units (ACCUs), or equivalent, however this will be dependent on prevailing market conditions. It is
noted that the market for carbon removal offsets is rapidly evolving, which Downer will monitor as
it aims to track towards its target.
Examples of our progress include a continued focus on energy efficiency and GHG emissions
reductions, efforts to decarbonise our fixed assets with new technology and fuel switching, further
decarbonising Downer’s fleet through electric and alternate fuel vehicles, increasing the use of
renewable energy sources both on and off the grid, and incorporating low emissions materials
into our products.
Further details relating to Downer's response to climate-related risks and opportunities are
outlined in the Climate Statement contained within our 2024 Sustainability Report.
Leadership and
culture – driving a
performance culture
Culture is a key enabler to achieve our strategic objectives. At the core of Downer’s transformative
journey and strategy lies a commitment to fostering a high-performance culture. ‘The Downer
Difference’ is our new cultural framework focused on high performance and leadership
capability. This centres around three pivotal areas: accountability (We own the outcomes);
customer-centricity (We do it for our customers); and a safe, inclusive and purpose-led workplace
(We stand for each other); and is underpinned by a set of behaviours that guide the actions and
attitudes of our people.
The operating model and structure of the organisation has substantially redefined roles,
authorities, and accountability for performance. To support the new operating model and to
drive achievement of strategic priorities, the Group’s leadership team has been renewed with
75% of the Executive Leadership Team either new to Downer or new to their leadership role. These
appointments include our Chief Risk Officer, Chief Information Officer, Chief Operating Officer
Energy & Utilities, Group Executive General Manager Finance, Group Executive General Manager
Business Serices Centre, and Group Executive General Manager Zero Harm.
Focus on project
margins – tendering
and governance
Effective assessment and management of risks and opportunities is fundamental to enhancing
project margins with consistent and predictable outcomes for Downer and our customers. In
FY24, Downer established a new Executive role of Chief Risk Officer. Downer has continued to
refine tendering and risk governance processes including the establishment of a Board Project
Governance Committee (PGC). The PGC's primary purpose is to approve tender opportunities
that are above defined value and risk thresholds at defined stage gates (pursue, prepare, submit
tender and execute contract) and monitor overall performance of the portfolio of projects. The
PGC is chaired by an independent Director and comprises six members, including the CEO.
Our immediate priority is to focus on the quality of revenue and to pursue work which aligns with
our capabilities with commercial models that appropriately balance risk and return and working
with customers that value our technical skills and reliable service delivery. Included in our risk
management framework are dynamic and iterative governance controls aimed at enhancing
earnings resilience to protect and create long-term value.
Annual Report 2024 Downer EDI Limited32

Directors’ Report
Strategic focus area
Focus on project
margins – tendering
and governance
continued
The Downer Standard (TDS) provides a policy framework and guardrails to strive for consistency
in risk management. To support selective tendering and disciplined execution, Downer’s Delivery
Management Methodology (DMM) guides all stages of the delivery lifecycle with a structured
and repeatable framework. Our 5C framework clearly defines our contract risk guardrails and
risk appetite.
Our Three Lines of Defence model incorporates organisational accountability and promotes
the consistent application of TDS and DMM. Operational management delivers our first line of
defence, Business Unit leadership provides oversight and performance requirements for the
second line, and risk assurance monitoring and reporting to Executive and ultimately the Downer
Board deliver the third line of defence.
Focus on project
margins – project
delivery
The needs of Downer’s customers continue to grow and evolve. This requires reliable, digitally
enabled cost-effective asset management and service delivery. In response, Downer is focused
on uplifting our operational excellence and project delivery capability to achieve customer
outcomes safely while meeting or exceeding tendered margins.
Strengthening our critical capabilities supports improved decision making, the disciplined
execution of essential business practices, implementing critical project controls and identifying,
managing, and optimising risk and opportunity through the project delivery life cycle.
We are focused on implementing our back to basics contracting disciplines and embracing new
technology and better utilisation of data to uplift our project delivery.
Operating model
enhancement –
reshaping of central
functions and
delivery support
Downer has successfully transitioned to a trans-Tasman operating model with a focus on
improved project delivery, resource and capability sharing, and enhanced customer outcomes.
Our ongoing transformation activities – including a reshaping of the role of corporate and
Business Unit support functions – continue to deliver significant reductions in operating cost
and stabilise the platform for enhanced business efficiency, standardisation and delivery
support for projects. This includes work to standardise overhead reporting and recharge models,
the rationalisation and update of our IT systems, an enhancement of our capital allocation
framework and a resetting of risk management guardrails for improved tendering, governance
and project delivery outcomes.
Refinement of management and leadership structures and enhanced risk and performance
governance has supported improved accountability for project delivery performance outcomes
aligned to The Downer Difference framework.
Further refinements and optimisation of organisational support models are progressing through
FY25 to deliver additional cost efficiencies and enhanced portfolio performance.
Portfolio refinement
– simplify, reduce
risk and maximise
shareholder value
Downer’s core Transport, Utilities and Facilities portfolio has strong foundations and is oriented to
growth markets with attractive long-term characteristics.
During FY24, six divestments were completed as part of an ongoing strategic process to
refine Downer’s optimal portfolio aligned to key market tailwinds and divest non-core and
underperforming businesses.
Portfolio simplification and refinement continues, with a focus on non-core underperforming
assets and reducing risk to align with our enterprise risk appetite. Further portfolio changes
continue to be explored which will be dependent upon market conditions, maximising
shareholder value, and capital allocation to businesses which meet our strategic, financial
and risk parameters.
Refer to Our Approach to Risk Management for further details on risks associated with the pursuit of Downer’s strategic
objectives and future opportunities.
Annual Report 2024 Downer EDI Limited33

Directors’ Report
Our approach to risk management
We manage risk across all levels of our organisational risk hierarchy.
Board
Set risk framework
and appetite
Audit and
Risk Committee
Compliance with
risk framework
and appetite
Project
Governance
Committee
Bid and project
governance
Group
Implement risk framework and appetite
Manage and report enterprise risks
Operational risk governance
Internal AuditTender and Contracts CommitteeBusiness reviews
Report to Board and Board Committees
Business units and functions
Manage and report operational risks
Bid, contract and project risk governance
Report to Quarterly Business Review
Bids, contracts and projects
Perform bid, contract and project assessments
Manage and report risks and opportunities
Report to Delivery Governance Leadership
First line
of defence
Second line
of defence
Third line
of defence
Directors
OPERATIONAL RISKS
ENTERPRISE RISKS
At the Group level, we actively manage a range of risks which could have a material impact on our ability to achieve
strategic objectives. We apply a risk management framework to identify, assess and manage these risks.
Downer’s risk mitigation and management strategies relating to material enterprise risks, including general business,
operational and macroeconomic risks, are outlined below.
Overview of risk and potential impactRisk mitigation and management strategies
Key contracts, competition and customer retention
There is a risk that material contracts may
be cancelled, not renewed or renewed on
less favourable terms.
Operating in highly competitive markets,
increased competition and market changes
can impact our ability to renew or secure
new contracts. Such events could lead to
reduced work-in-hand, profitability, and
earnings.
Additionally, some of our contracts have
fixed or capped pricing exposing us to
potential losses due to cost escalations that
cannot be recovered from customers.
„
We prioritise maintaining strong relationships with customers across a
range of different markets.
„
We focus on delivering successful outcomes for our customers,
strategic partnerships, and joint ventures with high-quality services,
leading technology, thought leadership, and knowledge providers.
„
Our Customer Relationship Management (CRM) system helps us
effectively manage our diverse customer base.
„
We apply rigorous bid governance processes for tendering projects
within our risk appetite. We maintain a strong emphasis on cost
control, supply chain management and project oversight.
„
Our Tender and Contracts Committee and Board Project Governance
Committee (established in FY24) provide oversight for bid and project
governance, contract and tender evaluation and the Quarterly Business
Review process oversees the performance of projects and contracts.
„
We continue to focus on risk management and operational excellence
with strategies in place aimed at improving performance, delivering
tendered and budget margins, and reducing variability.
Annual Report 2024 Downer EDI Limited34

Directors’ Report
Overview of risk and potential impactRisk mitigation and management strategies
Organisational culture
Failure to create and maintain a culture
which supports our core behaviours, ethics,
principles, and values can impact our ability
to execute our strategy and maintain our
social licence to operate.
„
We updated our Purpose, Promise and Pillars to better align with our
people, our customers, and the communities we operate in.
„
Focus groups were held with our employees to understand Downer’s
current culture and define what we want our target culture to be. From
this we are implementing a high-performance culture program, called
The Downer Difference.
„
Our cultural re-set, The Downer Difference, was launched in July
2024 to leverage our strengths and shape our identity as a high-
performance organisation that delivers for our customers and
embraces different perspectives.
Brand and reputation
Our reputation is crucial to winning and
retaining work, attracting and retaining
employees, accessing capital markets and
maintaining our social licence to operate.
Building and maintaining trust among
stakeholders is vital for our business. A failure
to uphold this trust could result in negative
media attention, damaging our reputation
and impacting stakeholder support.
Reputational damage could also jeopardise
contract renewals and our ability to
participate in new tenders.
„
Our Standards of Business Conduct applies to all officers and
employees, and we endorse leading governance practices, along
with training, reporting processes and consequence management.
„
We regularly engage and correspond with our customers to provide
assurance on our commitment to the highest standards of conduct.
„
We continue to strengthen our culture and organisational
compliance to protect our reputation and strengthen our position
in the marketplace. For example, we have implemented a Source-
to-Contract application to strengthen the vendor prequalification
process and rolled out tailored ethics training.
„
We communicate regularly with all our people across Downer to
foster a strong and constructive culture to deliver upon our common
Purpose and Promise.
Delivery management performance and bid governance
Inadequate project performance can affect
portfolio returns and erode value.
Given the industries we operate in and the
scale of some of our contracts, there is a
risk of significant losses if bid governance
processes and project delivery are not
properly followed.

„
Our integrated management system, The Downer Standard (TDS),
provides policy framework, governance, and consistency in our
approach to risk and opportunity management.
„
Our delivery lifecycle is managed and underpinned by the TDS,
our Opportunity and Bid Management, Delivery Management
Methodology and business performance management frameworks.
„
We have established organisational capability uplift programs and
quarterly business reviews to focus on driving delivery performance,
reviewing key projects and managing operational risks.
„
We maintain project risk management processes and systems across
our business, as well as specific bid governance processes relating
to tenders for large projects to evaluate strategic rationale, cost, time
and risk. Internal Audit provides independent assurance of design and
operational effectiveness of these processes and systems.
„
Our enhanced risk framework and its guiding principles – capacity,
capability, counterparty, contract, compensation – prioritises the
projects we pursue, selectively focusing on those that offer improved
margins and align with customers who value our technical capability.
„
Key governance forums – the Tender and Contracts Committee, the
Board Project Governance Committee – provide oversight for bid and
project governance, contract and tender evaluation, and monitoring,
so we have the capability to deliver outcomes effectively while
managing appropriate levels of risk.
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Directors’ Report
Overview of risk and potential impactRisk mitigation and management strategies
Key suppliers, subcontractors and partners
Reliance on a limited number of specialist
suppliers or subcontractors can affect
project outcomes particularly if performance
issues arise.
Where suppliers or subcontractors fail to
meet contractual obligations or choose not
to renew contracts, our ability to complete
projects and secure new work could be
compromised.
We maintain long-term relationships with
certain suppliers and partners critical to our
business activities, and any changes in these
relationships could negatively impact our
financial performance.
Additionally, conflicts of interest, fraud
or corruption within our suppliers,
subcontractors or partners could have
adverse effects on our operations, reputation
and performance.
„
We work with key suppliers to assess and manage supply chain
resilience.
„
Our standardised Procurement Framework is closely aligned to the
principles of ISO 20400 – Sustainable Procurement and is supported
by tools and platforms. This is designed to assist in engaging suppliers
and subcontractors to seek alignment to sustainability objectives
defined in our framework.
„
In FY24, we implemented a new vendor management system, Felix,
to enhance our prequalification and onboarding controls, directly
addressing advice from independent procurement and probity
experts to further improve our practices in line with AS8001:2021,
Fraud and Corruption Control.
Macroeconomic and geopolitical conditions including government expenditure
Changes in macroeconomic conditions
through deterioration in the economy may
impact the industries in which we operate
and could have a material negative
impact on our operational and financial
performance.
We must remain agile and responsive to
global and local events, including changes
in government policy, trade tensions,
geopolitical conditions and rising economic
uncertainty and volatility.
Public authorities and Government
departments in Australia and New
Zealand are major customers of Downer.
Changes in prioritisation of, or restrictions
on, government expenditure may impact
our earnings.
„
Our Board and Executive Management consider external economic
conditions and geopolitical risks when developing strategy and plans
to build resiliency and responsiveness in the business should events
occur.
„
We gain perspectives from external subject matter experts, our
customers, and key stakeholders.
„
We maintain a diversified book of secured work with long-term
contracts, which underpins earnings from these projects.
„
We operate in diversified markets and with government centric
customers to mitigate the impact of budgetary and expenditure
reductions or changes in key customer spending profiles.
„
We deliver essential maintenance services to critical infrastructure
assets. The essential nature of these services helps mitigate both the
impact of changing government spending priorities and the duration
of any decline in spending.
Annual Report 2024 Downer EDI Limited36

Directors’ Report
Overview of risk and potential impactRisk mitigation and management strategies
Financial markets and treasury
We are subject to various forms of financial
market risk including liquidity, interest rate
and foreign exchange risk.
Capital market volatility may impact our
ability to transact and access suitable
capital on acceptable terms due to factors
outside of our control including perceptions
of our credit rating, our carbon intensity,
the global supply of credit and the level
of credit defaults.
Therefore, we may not be able to undertake
ordinary business operations, potential
acquisitions, growth opportunities, or
develop new business or respond to
competitive pressures.
Rising interest rates may adversely impact
our interest payments on our floating
rate borrowings. Disruptions in financial
markets may affect the availability and
cost of hedging, which may have a
material adverse impact on our financial
performance and position.
We operate internationally and are exposed
to foreign exchange rate risks associated
with foreign currency denominated debt,
input costs and offshore earnings.
„
We have a Treasury Risk Management Standard which defines the
management of the Group’s financial assets and liabilities, and
financial market risks giving consideration to the impact on our
reputation, financial counterparties, credit ratings, shareholders,
customers and suppliers.
„
Financial markets risk is governed by a Board approved Treasury Policy,
which sets strict parameters to manage liquidity, interest rate and
foreign exchange risks by:
—Access to diverse funding sources across global capital markets on
competitive terms and tenors
—Stipulating minimum and maximum hedging requirements for
floating rate borrowings and foreign exchange exposures that
reduces exposure to interest rate volatility and exchange rate
fluctuations
—Selecting interest rate hedge counterparties based on credit
strength and market capability to allow continued access to
efficient hedging sources
—Establishing committed term funding from investment grade
rated banks that is spread over a variety of tenors to minimise
refinancing risk
—Aiming to retain an investment grade credit rating
—Maintaining a liquidity buffer and financial covenant compliance.
„
We engage with existing and potential equity and debt investors to
regularly update them about the business.
Cost escalation
As an integrated service provider, we are
exposed to cost escalation and inflationary
pressures which may be above budgeted
levels across elements of our cost base.
If we are unable to offset these cost
pressures through contractual inflation
recovery mechanisms or planned cost out,
this could adversely impact our profitability
and financial performance.
„
Escalation clauses, where included in customer contracts, provide
a degree of protection against increasing costs of service delivery
through indexation (e.g. CPI, WPI) or other cost escalation mechanisms.
„
Alliance, commercial models with pain/gain share clauses are another
form of contract model, which we include where possible in customer
contracts to offset the risk of cost escalation above budgeted
amounts.
„
We perform commercial management reviews of our contracts for
appropriateness given prevailing market conditions, including inflation
pressures, supply shortages and other potentially disruptive events
which may increase costs.
„
We have targeted to reduce our exposure to fixed price lump sum
contracts. In instances where we do fixed price work, we often see
early contractor involvement (ECI) contracting models which enables
the contractor to become involved before design is completed and
enables enhanced transparency over pricing subcontractor and
trades for cost estimates with the aim of reducing risk.
„
We employ disciplined cost management of both project and
overhead costs.
Annual Report 2024 Downer EDI Limited37

Directors’ Report
Overview of risk and potential impactRisk mitigation and management strategies
Talent, labour and employee relations
Attracting and retaining talent, workforce
engagement, upskilling and growing
capability is critical to achieve our strategic
objectives.
Our growth and profitability may be limited
by the loss of key management, the inability
to attract suitably qualified personnel, a
decline in labour productivity or by increases
in costs associated with recruiting and
retaining personnel.
In certain functions and operations, we
rely on the availability of skilled personnel
to deliver our services, making access to
labour a potential risk.
The majority of Downer’s workforce
is covered by a variety of industrial
instruments; collective agreements in
New Zealand and enterprise agreements
and modern awards in Australia.
Consequently, we may be exposed to
the risk of industrial action which can
adversely impact operations and customer
experience of our services.
„
We are committed to fostering a workplace environment that
prioritises inclusion and belonging, supports the health and wellbeing
of our people, and provides opportunities for their professional growth
and development.
„
Downer launched Core People Processes and a new IT system,
HRCore, which is directed at the consistent application of best
practice people processes.
„
Several initiatives are in place to foster a positive workplace, including
Own Different (Inclusion and Belonging), Own Respect (Workplace
Behaviours), THRIVE (Diversity and Equity) and Indigenous inclusion
and awareness programs.
„
Talent attraction and retention strategies include career progression
pathways, remuneration and other incentives, investment in learning
and internal development opportunities.
„
Downer mitigates the risk of industrial action by aiming to
effectively engage and consult with our employees and employee
representatives to negotiate collective and enterprise agreements,
address issues and grievances promptly and comply with
workplace laws.
„
Further details relating to the management of talent, labour
availability and employee retention risks, and related performance,
are outlined in our 2024 Sustainability Report.
Employment arrangements
The majority of Downer’s workforce is
covered by industrial instruments; collective
agreements in New Zealand and enterprise
agreements and modern awards in Australia.
These industrial instruments are complex
and require interpretation to accurately
determine payments and accrual of
employee benefits. The application of
industrial instruments is subject to change
as a consequence of developments
in legislation and case law and the
requirement to renegotiate and renew
them periodically.
The complexity and volume of industrial
instruments that apply to Downer could
result in issues leading to reputational
damage, disruption to operations and an
increase in direct and indirect labour costs.
All of which may have a negative impact on
our financial performance.
„
We have established an Employment Compliance function in our
Business Service Centre that focuses on providing assurance across
processes and controls supporting employee payments.
„
A dedicated Industrial Relations function, comprised of industrial
relations specialists and employment lawyers, provides interpretation,
advice, and active management of changes to workplace landscape
and specific industrial relations risk.
„
Downer is currently reviewing its Workforce Management processes
with a commitment to continuously improving the end-to-end
activities associated with employee time capture and payments.
Annual Report 2024 Downer EDI Limited38

Directors’ Report
Overview of risk and potential impactRisk mitigation and management strategies
Climate-related risks
Climate change exposes our business,
customers and communities to a range of
acute and chronic physical risks, and exposes
society and Downer to transition risks.
Physical risks resulting from climate change
can be event driven (acute) such as
increased severity of extreme weather events
(for example, cyclones, droughts, floods and
fires) or relate to longer-term shifts (chronic)
in precipitation and temperature and
increased variability in weather patterns (for
example, sea level rise). Potential impacts
could include disrupted works and/or
damaged assets, which could result in loss
of revenue and increased capital costs for
repairs. Exposure to chronic physical risks
could see increasing difficulties in Downer
to be able to secure insurance for frequent
weather-related events.
Transition risks result from the transition
to a lower-carbon global economy and
include those that relate to policy and
legal actions, technology changes, market
responses, and reputational considerations.
Potential impacts could include increased
capital and operating costs, loss of revenue
opportunities and legal action.
„
Downer’s decarbonisation pathway considers commercially viable
options to reduce our exposure to carbon-related liability. Downer
is continuously monitoring developments to enable timely pivots in
response to market and technological changes. This aims to mitigate
Downer’s exposure to transition risks resulting from policy and legal
actions, technology changes and market responses, as well as
maintain our reputation.
„
Downer’s diverse revenue stream in the sectors we serve helps to
mitigate exposure to transition risk stemming from market responses.
„
Downer is committed to the Environmental Product Declaration
process for the road surfacing products it provides to enhance
transparency of the environmental outcomes of these products, to
help mitigate transition risk stemming from reputational concerns.
„
Downer has insurance against losses from some extreme weather
and climate-related events (for example, flood coverage is included in
the majority of Downer locations). This does not extend to all impacts
stemming from climate-related events (for example, prolonged wet
weather that causes demand for asphalt to reduce is not covered).
„
Downer continues to assess contractual arrangements and
commercial terms with respect to physical impacts of climate change
(acute and chronic weather events) for appropriate mitigation
measures are in place, including force majeure clauses and cost pass
through mechanisms.
„
For further details regarding Downer’s assessment of climate-
related risks, refer to Downer’s climate-related disclosure (compliant
with the Aotearoa New Zealand Climate Standards (NZ CS) issued
by the External Reporting Board) in our 2024 Sustainability Report,
pages 16-32.
Workplace health and safety
Downer works in several sectors regarded
as high risk.
We are committed to providing an
environment where our employees,
contractors, customers, and the public are
safe at all times. Our ability to meet our
corporate and social responsibilities relies
on our focus on promoting health, safety
and wellbeing.
We recognise that our activities carry risks
that could result in serious injury or death.
Workplace fatalities or significant injuries not
only harm individuals but also negatively
impact our operations, employees, and the
communities we serve. Furthermore, failure
to comply with applicable health and safety
regulations could result in penalties and
compensation obligations.
„
We are committed to the safety, health and wellbeing of our people
and our communities through safe practices, identifying critical risks
and controls and continuous improvement of our safety performance.
„
We continually assess, understand, and mitigate critical risks and high
potential incidents applying directions and implementing guidance
included in our Cardinal Rules.
„
We promote our Zero Harm commitment across the organisation
through our integrated management system, The Downer Standard.
„
We maintain third-party certifications to internationally recognised
standards.
„
Our Own Respect initiative is a holistic strategy to appropriately adopt
recommendations made by the Australian Human Rights Commission
Respect@Work Report.
„
We identify, assess and implement controls for drivers of psychosocial
risk in the workplace including bullying and harassment.
We encourage employees to raise complaints and have those
complaints dealt with appropriately and without reprisal.
„
Further details relating to the management of health and safety risks
and related performance are outlined in our 2024 Sustainability Report.
Annual Report 2024 Downer EDI Limited39

Directors’ Report
Overview of risk and potential impactRisk mitigation and management strategies
Cybersecurity, system continuity and reliance on information technology
We rely on the efficient and uninterrupted
operation of core technologies, IT
infrastructure and systems, which may be
vulnerable to system failures, computer
viruses, cyberattacks, power outages and
human error. Our dependence on third-
party service and software providers adds
to this risk.
Any disruption could impact our ability to
deliver services resulting in customer loss,
revenue decline, reputational damage and
a weakened competitive position.
A cyberattack, inadvertent data breach or
failure to protect confidential information
could lead to data loss, legal breaches,
system outages and affect our reputation
and financial performance.
„
We have established Technology and Cyber Risk management
practices and have a framework in place to mitigate and reduce the
negative impact of information security and technology risks. The
Audit and Risk Committee provide oversight of technology, data and
cyber related risks.
„
We maintain an ISO 27001 certified Information Security Management
System describing the standards, controls, and procedures relating
to the confidentiality, integrity and continuity of critical information
assets.
„
Our digital strategy focuses on delivering technology solutions that
support business performance. This includes a strategic roadmap
for our digital future, incorporating automation, digitisation,
standardisation and generative AI to improve efficiency and delivery.
„
We continue to invest in and maintain key controls in threat and
vulnerability management including a Security Operations Centre with
a focus on security incident response and planning, user awareness
and simulation, management and mitigation of third-party risk, back-
ups and resilience for key systems, and IT assurance regimes.
„
Further details relating to the management of cybersecurity risks and
related performance are outlined in our 2024 Sustainability Report.
Guarantees, indemnity and liability
At times we are required to provide
guarantees and indemnities for the
performance of counterparties, including
controlled entities and related parties,
regarding their contractual and financial
obligations.
There is a risk that we may fail to meet our
obligations related to the quality of our
products or services, potentially leading
to claims for contractual damages or
statutory penalties.
Certain entities within Downer are subject
to standard design liability for completed
design and construction projects. This
liability may include claims, disputes, and
litigation against Downer and joint ventures
in which we have an interest; as well as the
obligation to rectify design defects at our
own expense.
„
We have diversified bonding facilities for providing guarantees related
to performance addressing underlying customer credit risk.
„
The Group also maintains insurance policies to cover potential
liabilities. However, the availability of insurance on suitable terms and
at a reasonable cost is not guaranteed and it is possible that certain
events may not be fully covered or covered at all.
„
We take legal advice in respect of claims and include relevant
provisions in our financial statements to fulfill our statutory and
contractual obligations including quality assurances in the project
delivery. We have standards, management reviews and verification
processes to address this risk as set out in The Downer Standard.
Annual Report 2024 Downer EDI Limited40

Directors’ Report
Overview of risk and potential impactRisk mitigation and management strategies
Regulatory compliance and licence to operate
Our business is affected by Government
Policy. Changes to industry-specific
requirements, general legal and regulatory
arrangements and taxation policy can
have an adverse effect on our financial
performance. Further, any major shift in
regulatory policy or reform may impact the
profitability of Downer and its customers.
Non-compliance with legislative or
regulatory requirements can impact our
licence to operate.
„
We have dedicated Legal and Compliance personnel who partner
with the business to advise on and monitor legal, regulatory and
public policy changes, in addition to legal issues and claims.
„
We have compliance frameworks, operational compliance plans and
assurance programs in place which support and monitor conformity
with relevant regulatory requirements.
„
Our whistleblower policy supports the reporting of breaches of our
Standards of Business Conduct including any inappropriate, unethical,
corrupt or illegal behaviour, misconduct, or any other improper
situations or circumstances. We maintain both internal and external
processes that allow for the reporting of breaches, including Our Voice,
which is an external and independent service that allows employees
to anonymously report such potential breaches.
„
We encourage our employees, subcontractors and partners to voice
their concerns if they identify potentially unethical practices. We do
not tolerate victimisation of a whistleblower and are committed to
providing support and protection against any reprisal for reporting a
breach or potential breach. Any employee found to have victimised
another will be subject to disciplinary action.
„
We continue to maintain and enhance The Downer Standard and
employee compliance training programs to enable our people to
act with the highest ethical standards and comply with relevant
obligations.
„
We have undertaken external reviews of our ethics frameworks and
established improvement initiatives to drive improved culture and
organisational behaviours.
Transformation
We continue to undergo an enterprise-wide
transformation program to position us for
long-term sustainable success.
We are focused on:
„
Enhancing our leadership capability and
creating a performance culture
„
Resetting our operating model
by integrating our Australian and
New Zealand operations
„
Improving our tendering, risk
management, and project delivery
„
Simplifying our portfolio
Failure to successfully manage, execute
and deliver the initiatives identified in this
transformation program could adversely
impact our business operations, strategic
objectives, profitability, shareholder returns,
credit rating and market confidence.
„
An Enterprise Project Management Office has been established
to oversee and coordinate Group-wide transformation projects, to
support initiatives that align with our ambitions and targets.
„
Ownership and accountability for executing transformation initiatives
sits with the respective Business Units and functional leaders which
have dedicated teams to oversee the delivery of improvement
projects.
„
We are driving effectiveness by building transformation capabilities
across the business, fostering Group-wide learning and promoting
accountability for delivering change initiatives.
„
An Investment Committee has been established, which as part of its
remit oversees and approves funding and related business cases for
strategic initiatives.
„
We work with external business transformation experts as required
to implement our new operating model.
„
Further details relating to Downer’s transformation are outlined in our
2024 Sustainability Report.
Annual Report 2024 Downer EDI Limited41

Directors’ Report
Overview of risk and potential impactRisk mitigation and management strategies
Exogenous events
We operate in an ever-changing landscape
and are not immune to unexpected and
unpredictable events that have significant
negative impacts on both our short-term
and long-term goals and objectives.
These unpredictable events include, but are
not limited to, pandemics, extreme weather
events, changes in climatic conditions, geo-
political instability, supply chain disruption,
and military conflicts.
„
We have experience in responding to crises and unpredictable events.
„
By reflecting on past experiences, we continually improve our crisis
response and build resilience and agility into our business to manage
future uncertainties.
„
Through our risk management processes we aim to identify potential
risks and vulnerabilities, allowing us to implement appropriate plans
and mitigation strategies should such events occur.
Outlook
There is building momentum and we have growing confidence entering FY25.
We will continue to focus on enhancing the quality of revenue and targeting continued improvement in EBITA margin
towards our management target of more than 4.5%.
2
We will give a further update at Downer’s Annual General Meeting (AGM) in November 2024.
Subsequent events
On 21 August 2024, the DCSO (refer to Note B3) conditions for the Tranche 2 and Tranche 3 series were not satisfied and
have lapsed.
Outside the above, at the date of this report, there is no other matter or circumstance that has arisen since the end of the
financial year, that has significantly affected, or may significantly affect, the operations of the Group, the results of those
operations, or the state of affairs of the Group in subsequent financial years.
Changes in state of affairs
During the financial year there was no significant change in the state of affairs of the Group other than that referred to in
the Financial Statements or notes thereto.
Environmental management
Downer is committed to managing the impacts of its activities on the natural and built environment. The Company
strives to help its customers succeed by developing and delivering environmentally responsible and sustainable
solutions, enabling resilient and thriving communities. These commitments are outlined in Downer’s Environmental
Sustainability Policy, available on its website at www.downergroup.com/board-policies.
Downer’s environmental management system, accredited to AS/NZ ISO14001:2015, is part of The Downer Standard, a
Group-wide integrated management system. This standard enables a consistent approach to identifying and controlling
environmental risks and managing environmental performance. The system undergoes internal and external audits by
independent third parties to provide oversight and assurance.
Downer’s 10 Environmental Principles provide guidance to employees and stakeholders, promoting awareness of
environmental commitments, and aiming for compliance with The Downer Standard and environmental laws. Effective
management of environmental risks is integral to Downer’s service delivery, with a focus on implementing effective
controls through its critical risk program and a commitment to continuous improvement. The Company leverages
lessons learned to protect and sustain the natural environment.
2. The EBITA margin target of more than 4.5% is a management target that is incorporated into Downer’s long-term incentive plan and is not provided as guidance.
Annual Report 2024 Downer EDI Limited42

Directors’ Report
Qualified environment and sustainability professionals are in each business unit to provide support. Business units have
planned initiative and actions that support compliance and performance enhancement, along with a customised
Climate Change and Decarbonisation Plans. These plans assign responsibilities for implementing actions and
deliverables, with progress monitored regularly and reported throughout the year. This performance assessment is linked
to the business unit’s annual performance and the short-term incentive program.
Employee Discount Share Plan (ESP)
An ESP was instituted in June 2005. In accordance with the provisions of the plan, as approved by shareholders at the
1998 Annual General Meeting, permanent full-time and part-time employees of Downer EDI Limited and its subsidiary
companies who have completed six months service may be invited to participate.
No shares were issued under the ESP during the years ended 30 June 2024 or 30 June 2023.
There are no performance rights or performance options, in relation to unissued shares, that are outstanding.
Directors’ meetings
The following table sets out the number of Directors’ meetings (including meetings of Board Committees) held during
the 2024 financial year and the number of meetings attended by each Director (while they were a Director or Board
Committee member). During the year, eight scheduled Board meetings, six unscheduled Board meetings, seven Audit
and Risk Committee meetings, eight People and Culture Committee meetings, nineteen Project Governance Committee
meetings, five Zero Harm Committee meetings and four Nominations Committee meetings were held in addition to three
ad hoc meetings attended by various Directors in relation to tender reviews and major projects.
Annual Report 2024 Downer EDI Limited43

Directors’ Report
Director
Board – ScheduledBoard – Unscheduled
Eligible
1
AttendedEligible
1
Attended
Mark Menhinnitt (Chair)8866
Peter Tompkins8866
Sheridan Broadbent
3, 11
6643
Teresa Handicott8866
Nicole Hollows8866
Adelle Howse8866
Steven MacDonald
2
7744
Peter Watson
4
2222
Director
Audit and Risk Committee
– Scheduled
Audit and Risk Committee
– Unscheduled
Eligible
1
AttendedEligible
1
Attended
Teresa Handicott6611
Nicole Hollows (Chair)6611
Adelle Howse6611
Steven MacDonald
2, 6
5500
Peter Watson
4
1111
Director
People and Culture
Committee – Scheduled
People and Culture
Committee – Unscheduled
Eligible
1
AttendedEligible
1
Attended
Mark Menhinnitt4444
Sheridan Broadbent
3
3322
Teresa Handicott
7
2233
Nicole Hollows4444
Adelle Howse (Chair)4444
Peter Watson
4
1121
Director
Project Governance
Committee – Scheduled
Project Governance
Committee – Unscheduled
Eligible
1
AttendedEligible
1
Attended
Mark Menhinnitt (Chair)101099
Peter Tompkins
9
10999
Sheridan Broadbent
5, 10
5576
Nicole Hollows
12
101098
Steven MacDonald
2, 13
8898
Peter Watson
4
3311
Director
Zero Harm CommitteeNominations Committee
Eligible
1
AttendedEligible
1
Attended
Mark Menhinnitt (Chair of Nominations Committee)5544
Peter Tompkins55––
Sheridan Broadbent (Chair of Zero Harm Committee from October 2023)
3
33––
Teresa Handicott
8
2244
Nicole Hollows––44
Adelle Howse––44
Steven MacDonald
2
44––
Peter Watson (Chair of Zero Harm Committee, to September 2023)
4
22––
Annual Report 2024 Downer EDI Limited44

Directors’ Report
1. These columns indicate the number of meetings eligible during the period each person listed was a Director or member of the relevant Board Committee.
2. Mr MacDonald joined the Board on 1 September 2023.
3. Ms Broadbent joined the Board on 2 October 2023.
4. Mr Watson retired on 30 September 2023.
5. Ms Broadbent appointed as a member of the Project Governance Committee, effective from 1 December 2023.
6. Mr MacDonald appointed as a member of the Audit and Risk Committee, effective from 1 December 2023.
7. Ms Handicott ceased as a member of the People and Culture Committee, effective from 5.00pm on 31 December 2023.
8. Ms Handicott appointed as a member of the Zero Harm Committee, effective from 1 January 2024.
9. Mr Tompkins was an apology for one scheduled Project Governance Committee meeting due to an urgent business matter.
10. Ms Broadbent was an apology for one unscheduled Project Governance Committee meeting that was convened at short notice due to pre-existing commitments.
11. Ms Broadbent was an apology for one unscheduled Board meeting that was convened at short notice due to pre-existing commitments.
12. Ms Hollows was an apology for one unscheduled Project Governance Committee meeting whilst on leave of absence.
13. Mr MacDonald was an apology for one unscheduled Project Governance Committee meeting convened at short notice due to pre-existing commitments.
Indemnification of officers and auditors
During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company,
the Company Secretary, all officers of the Company and of any related body corporate against a liability incurred as a
Director, secretary or executive officer to the extent permitted by the Corporations Act 2001 (Cth).
The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Downer’s Constitution includes indemnities, to the extent permitted by law, for each Director and Company Secretary
of Downer and its subsidiaries against liability incurred in the performance of their roles as officers. The Directors and
the Company Secretaries listed on pages 10 to 14, individuals who act as a Director or Company Secretary of Downer’s
subsidiaries and certain individuals who formerly held any of these roles also have the benefit of the indemnity in
the Constitution.
The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or
auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.
Corporate Governance
The Board endorses the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations
(ASX Principles). The Group’s corporate governance statement is set out at pages 178 to 193 of this Annual Report.
Non-audit services
Downer is committed to audit independence. The Audit and Risk Committee reviews the independence of the external
auditors on an annual basis. This process includes confirmation from the auditors that, in their professional judgement,
they are independent of the Group. So that there is no potential conflict of interest in work undertaken by Downer’s
external auditors, they may only provide services that are consistent with the role of the Company’s auditor.
KPMG was the Group’s auditor during the financial year until cessation, having identified a conflict of interest after the Group
filed a defence in the shareholder class action (refer to Note C9) and pleaded a proportionate liability defence against
KPMG on 4 March 2024. Non-audit remuneration of KPMG whilst auditor during the financial year was $42,447.
PricewaterhouseCoopers (PwC) was appointed during the financial year in April 2024.
The Board has considered the position of audit independence and, in accordance with the advice from the Audit and
Risk Committee, is satisfied that the provision of non-audit services during the year is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001 (Cth). This included consideration of
services provided by PwC during the year prior to their appointment as our external auditor and cessation of services
deemed incompatible with the role of external auditor.
Annual Report 2024 Downer EDI Limited45

Directors’ Report
The Directors are of the opinion that the services as disclosed below do not compromise the external auditor’s
independence, based on advice received from the Audit and Risk Committee, for the following reasons:
„
All non-audit services have been reviewed and approved so that they do not impact the integrity and objectivity
of the auditor
„
None of the services undermine the general principles relating to auditor independence as set out in the Institute
of Chartered Accountants in Australia and CPA Australia’s Code of Conduct APES 110 Code of Ethics for Professional
Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the
auditor’s own work, acting in a management or decision making capacity for the Company, acting as advocate for
the Company or jointly sharing economic risks and rewards.
A copy of the auditor’s independence declaration is set out on page 78 of this Annual Report.
During the year, details of the fees paid or payable for non-audit services provided by the auditors of the parent entity, its
related practices and related audit firms were as follows:
AuditorPwCKPMGPwCKPMG
Non-audit services
2024
$
2024
$
2023
$
2023
$
Tax services150,68142,447158,74924,150
Advisory services214,377–411,21616,694
Other services and agreed upon procedures85,000–––
450,05842,447569,96540,844
PwC’s fees for Non-audit services during the financial year included $295,653 for engagements entered prior to PwC
appointment as auditors (2023: $569,965).
Rounding of amounts
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ reports) Instrument 2016/191,
relating to the ‘rounding off’ of amounts in the Directors’ Report and consolidated financial statements. Unless otherwise
stated, amounts have been rounded off to the nearest whole number of millions of dollars and one place of decimals
representing hundreds of thousands of dollars.
Annual Report 2024 Downer EDI Limited46

Directors’ Report
Remuneration Report
Chairman’s Letter
Dear Fellow Shareholders,
On behalf of the Board, we are pleased to present Downer’s 2024 Remuneration Report.
The 2024 financial year has been a year of turn-around and transformation. The business reset is progressing to plan and
there are proof points that the new executive team and strategy is having a positive impact on business performance.
At the last Annual General Meeting in November 2023, 91.45% of votes cast by shareholders were in favour of the 2023
Remuneration Report. The structure of the 2024 Remuneration Report has been prepared with the same objective
of providing readers with a transparent view of how performance has been linked to reward outcomes for the 2024
financial year.
FY24: A year of transformation and turnaround
FY24 was the first full financial year of a transformation program that was initiated in the second half of FY23. In August
2023, the Chief Executive Officer outlined the transformation priorities for the FY24 financial year which were to:
„
Commence the new fully integrated trans-Tasman operating structure to remove organisational silos
„
Focus on EBITA margin improvement through a focus on consistent project delivery, risk management and
overhead efficiency
„
Achieve the $100 million cost out program
„
Introduce enhanced tendering governance processes with an enhanced focus on risk allocation in contracts
„
Make enhancements to the Group’s procurement controls in response to an ICAC enquiry
„
Improve the quality of earnings, with higher focus on cash collection and conversion
„
Complete under-performing, low margin water construction contracts in the Utilities business and return the Business
Unit to profitability
„
Strengthen the balance sheet and stabilise Downer’s Fitch investment grade credit rating (which was on
negative watch)
„
Develop and implement enterprise-level strategic, full potential and high-performance culture plans
„
Increase organisational capability through an uplift in people, systems and processes.
FY24: Performance
Peter Tompkins (Managing Director and CEO) and Malcolm Ashcroft (CFO) completed their first full financial year as KMP
in FY24. In this period, the operating model and structure of the organisation has substantially redefined roles, authorities,
and accountability for performance. To support the new operating model and to drive achievement of strategic priorities,
the Group’s leadership team has been renewed, including the addition of several senior external appointments, namely
Chief Risk Officer, Chief Information Officer, Group Executive Business Services, Group Executive General Manager
Finance, and Chief Operating Officer Energy & Utilities.
The governance structure at Board and Management levels has also been redefined and reset. At a management
level, the structure, timing and depth of management reviews of Business Units and contracts has been strengthened.
Improved capital allocation and investment approval disciplines and governance processes have been implemented.
A new enterprise-wide IT strategy and governance model has been developed and is being implemented under our
new CIO, with a corresponding capacity and capability uplift. As highlighted in last year’s report the new Board Project
Governance Committee and the redefined People and Culture Committee have been in place for the full year.
Annual Report 2024 Downer EDI Limited47

Directors’ Report
The financial performance achieved in FY24 demonstrates that the Group’s leadership changes, new strategy, culture
and transformation program priorities outlined above are having a positive impact on the performance of the business.
Key highlights of Downer’s FY24 financial performance include:
„
An increase in statutory NPAT to $82.1 million, up from $385.7 million loss in FY23.
„
An increase in underlying NPATA to $210.1 million, a 21% improvement from the previous financial year.
„
An increase in operating cash flow by 71% to $544.1 million.
„
Strong normalised cash conversion of 104.4% (compared to 62.6% in the prior corresponding period).
„
Continued EBITA margin improvement of 3.3% on a pro forma basis for FY24 compared to 2.6% for FY23
(4.0% for the second half on a pro forma basis, compared to 2.9% for the prior corresponding period).
„
Achievement of the $100 million cost out program, with an additional $75 million target announced in February 2024.
„
Net Debt/EBITA of 1.4x at June 2024 (compared to 2.0x at June 2023).
„
A three-year decarbonisation plan being implemented.
In the Utilities business (loss making in FY23), enhanced tender risk guardrails helped the business target new
opportunities that have acceptable risk characteristics, with low margin water construction projects complete or nearing
completion. With these and other initiatives reducing costs and driving efficiencies, the Utilities business delivered positive
earnings growth in FY24 and, importantly, has the foundations in place for continued earnings growth.
A further turnaround proof point occurred in May 2024, with Fitch Ratings revising the outlook on Downer’s Long Term
Issuer Default Rating (IDR) from negative to stable. Fitch also affirmed Downer’s IDR and senior unsecured investment
grade credit rating at BBB (investment grade). The revision reflects Fitch’s view of our ability to deliver the identified cost
savings to return our EBITDA margin to above 5% for FY25.
Tragically, during the year, there were three workplace fatalities. The Board and Management team’s deepest sympathies
are extended to those affected. Keeping our people safe is Downer’s highest priority. While our systems and processes are
sound, we are elevating our focus on critical control improvement. A Group-wide safety reset to focus our teams’ attention
on critical control effectiveness has commenced. Downer’s Lost Time Injury Frequency Rate (LTIFR) for FY24 at 0.88 was
below our target of <0.90 and FY23 result of 0.90. Our Total Recordable Injury Frequency Rate (TRIFR) at 2.54 was below the
target of <3.00 and lower than our FY23 result of 2.68. These lagging indicators confirm Downer’s performance remains
superior to industry benchmarks published by SafeWork Australia for all industries in which Downer operates. Management’s
single most important priority in FY25 remains the safety of our People and the elimination of serious incidents across our
operations. This has been reflected in the changes to our remuneration framework for FY25 (see below).
FY24: Remuneration outcomes
Short-term incentive (STI) outcomes
The STI outcomes in FY24 reflect the intended operation of the remuneration framework and appropriately represent
the underlying performance of the business and progress against the Group’s transformation program goals. Several
enhancements were made to the STI plan for FY24, reflecting feedback from investors and improving alignment with
the operating model. This included the addition of an additional ‘one-off’ transformation measure which increased the
weighting of financial measures in the scorecard from 60% to 70%, an increased focus on employee engagement, and
increasing the rigour of our safety KPIs. Details of FY24 enhancements are outlined in section 1.
The financial gate (NPATA) for the scorecard was achieved, thereby opening the Group scorecard for both financial and
non-financial KPIs (apart from Safety).
The Board considered these results in the tragic context of the three fatalities that occurred during the year. The Board
has determined that, in addition to the Safety scorecard outcome of zero, downward discretion should apply to the
full Zero Harm element of the scorecard. As a result, the sustainability scorecard (which had otherwise been achieved)
has been assessed as zero. As a result, 0% of the Zero Harm component of the FY24 STI Scorecard has been achieved
(20% of the total scorecard). Further detail can be found at section 7.3.2.
The overall scorecard result after the Board’s modification was 72.03% of target (54.02% of maximum). As per the plan
rules, 50% of the STI award is deferred over two years.
Based on the progress made in FY24, the Board is confident Downer is on the right path to becoming a more sustainable,
high-performing organisation that delivers long-term value for shareholders.
Annual Report 2024 Downer EDI Limited48

Directors’ Report
2022 Long-term incentive (LTI) outcomes and 2024 LTI changes
Testing of the 2022 LTI Plan was performed in August 2024. Relative Total Shareholder Return (RTSR), Earnings per Share
(EPS), Earnings, Net Profit After Tax and Amortisation (NPATA) and Funds from Operations (FFO) hurdles were not met,
resulting in performance rights being forfeited. Further detail can be found at section 7.3.4.
As highlighted in last year’s remuneration report, the Board, in accordance with the Company policy, re-based the
FY23 EPS value to be used as the baseline for the EPS component of the 2024 LTI Plan, from which performance will be
measured. The Board determined that the base value for FY23 EPS be increased to 30 cents per share so that any future
reward will be tested against an appropriately challenging starting point that is aligned with shareholders.
For alignment with Downer’s focus on achieving a higher quality of earnings through a sustained improvement in EBITA
margin across the business and the 4.5% EBITA margin target, the Board introduced a ‘gate’ requiring an average EBITA
margin outcome of at least 4.5% across FY25 and FY26 for the purpose of the balanced scorecard component of the FY24
LTI plan. This included a minimum EBITA margin threshold of 4.2% in FY25. Further details of the plan enhancements are
disclosed in section 1.
Assessment of Individually Significant Items (ISI)
Each year, in accordance with policy, the Board considers the impact of matters including acquisitions, impairments,
divestments and importantly for FY24, the impact of decisions made in the business turn-around transformation program
that impact FY24 financial outcomes.
For FY24, multiple ISIs were identified to have a significant impact on NPATA with a lesser impact on FFO (cashflow) and
considered qualitatively non-underlying and/or one-off in nature as part of the transformation. This included divestment
and exit costs, regulatory reviews and legal matters, transformation and restructuring costs, and impairment and asset
write downs.
In assessing each ISI, the overarching focus of the Board is appropriate accountability for delivery of budgets and
business plans while not creating a barrier to tough transformation decisions that set the organisation up for longer-term
value creation. With FY24 being a year of significant business reset and transformation, the Board has assessed a wide
range of matters impacting NPATA and ISIs to reflect the underlying performance of management and the business.
The details of the matters which affected the FY24 statutory result which were adjusted by the Board based on the above
principles are set out in sections 7.4.1, 7.4.2 and 7.4.3 of this report.
Non-executive Director (NED) succession and remuneration
Board renewal has continued to be a key area of focus, with the following changes to the composition of the Board
occurring in FY24:
„
Peter Watson retired from the Board on 30 September 2023
„
Steven MacDonald appointed as a Non-executive Director, effective from 1 September 2023
„
Sheridan Broadbent appointed as a Non-executive Director, effective from 2 October 2023.
Both Mr MacDonald and Ms Broadbent joined Downer as Independent Directors.
Peter Barker joined the Board as a Non-executive Director from 1 July 2024 as an Independent Director and will stand for
election at the Annual General Meeting in November 2024.
There were no changes to either the NED fee pool or fee levels in FY24.
Annual Report 2024 Downer EDI Limited49

Directors’ Report
Remuneration framework for FY25
The FY24 STI scorecard included a one-off transformation initiative component with a 20% weighting. This was so that
appropriate prioritisation of initiatives that would set the organisation up for longer-term success. For FY25, this measure
has been removed to reflect the Board’s expectation that transformation and optimisation will now be measured through
their impact on other financial metrics. The 20% transformation measure has been reallocated, establishing a 65%
financial and 35% non-financial weighting:
„
Given our commitment to safety of our people and disappointing safety outcomes in FY24, the Board has increased
the weighting of the Safety measure within the STI scorecard to 15% (up from 10%). For FY25, if the safety ‘gate’
(zero fatalities) is not passed, the entire Safety measure will be forfeited
„
The NPATA component has been increased by 10% to 35% and FFO increased by 5% to 30% reflecting the criticality
of sustained financial performance to the generation of shareholder value.
To increase the focus on achieving a higher quality of earnings through a sustained improvement in EBITA margin across
the business and the 4.5% EBITA average margin target across FY25 and FY26, the Board has introduced an EBITA margin
performance modifier to the NPATA component within the existing STI framework to further incentivise Executives to
deliver higher quality of earnings. Details are provided in section 1.
The Board will continue to review and refine the existing remuneration framework to:
„
Consider feedback and expectations of key stakeholders
„
Continue to align with our strategy, including our multi-year Transformation program
„
Reward performance that is aligned with the long-term interests of shareholders.
We thank you for your support and welcome feedback from shareholders and other key stakeholders at our 2024 AGM.

Mark Menhinnitt Adelle Howse
Board Chair People and Culture Committee Chair
Annual Report 2024 Downer EDI Limited50

Directors’ Report
Remuneration Report – Audited
The Remuneration Report provides information about the remuneration arrangements for
key management personnel (KMP), which means Non-executive Directors and the Group’s
most senior executives, for the year to 30 June 2024. The term ‘executive’ in this Report
means KMPs who are not Non-executive Directors.
The Report covers the following matters:
1. Summary of changes to remuneration policy
2. Details of Key Management Personnel
3. Remuneration Policy, Principles and Practices
4. Relationship between Remuneration Policy and Company Performance
5. The Board’s Role in Remuneration
6. Description of Executive Remuneration
7. Details of Executive Remuneration
8. Executive Equity Ownership
9. Key Terms of Employment Contracts
10. Related Party Information
11. Description of Non-executive Director Remuneration
Annual Report 2024 Downer EDI Limited51

Directors’ Report
1. Summary of changes to Remuneration Policy
Downer has continued to refine its remuneration framework during the period informed by Company strategy,
competitive position and stakeholder feedback. Changes to policy are noted in the relevant sections of this Report and
are summarised in the table below.
PolicyEnhancements in 2024
Short-term incentive
(STI) plan
The overall structure of the STI plan was enhanced following feedback from investors and to
improve alignment to the operating model with some changes to relative weightings and the
introduction of an additional financial (transformation) measure.
„
Weighting to Portfolio and Performance (financial) measures increased from 60% to 70% for
the FY24 year. This allowed the inclusion of an additional ‘one-off’ Portfolio and Performance
measure focused on net financial benefits derived from measurable transformation
initiatives. The transformation initiatives measure represents 20% of the scorecard alongside
the profitability measure (NPATA) of 25% and a Cash measure of 25%.
„
The Transformation measure was calculated as the financial benefit gained from specific
transformation initiatives in FY24 less certain implementation costs and aiming to achieve
recurring transformation benefits beyond FY24.
„
The Learning and Development measure was replaced with an increased focus on Employee
Engagement with the people measure of 10% based fully on the Employee Engagement
survey outcomes as an indicator of progress in the culture initiatives and transformation.
„
Financial and Zero Harm gateways remained unchanged.
Long-term incentive
(LTI) plan
The overall structure of the LTI plan continued with some changes to the performance hurdles.
„
The relative TSR measure now requires absolute TSR to be positive.
„
The EPS growth baseline was adjusted for elements of underperformance in FY23.
„
The balanced scorecard measure was enhanced with the inclusion of a minimum EBITA
margin achievement measure for FY25 and FY26 in order to be eligible for any vesting under
the Scorecard condition.
PolicyEnhancements in 2025
Short-term incentive
(STI) plan
With the changes to the operating model now completed, the one-off transformation measure
implemented for FY24 has been removed, and as a result the NPATA measure weighting will
increase from 25% to 35% and FFO measure weighting will increase from 25% to 30%.
„
Improving EBITA margins is an important driver of delivering value for shareholders. To
continue to drive the improvements in the quality of earnings, as evidenced by the material
improvement in percent margins delivered in FY24, the Board has introduced an EBITA
margin performance modifier to the NPATA component of the STI. The scorecard outcome
for the NPATA component will increase if an EBITA margin greater than 4.2% to a maximum of
4.6% EBITA is achieved. The Board believes that achieving a higher EBITA margin percentage
will have sustained benefits into future years. The application of the EBITA margin modifier is
balanced with the following controls:
—The Financial gateway (threshold NPATA) still must be achieved for any payment to trigger;
—EBITA margin of 4.2% has to be reached before there is any enhancement; and
—The maximum payment under the existing NPATA scorecard component cannot
be exceeded.
Annual Report 2024 Downer EDI Limited52

Directors’ Report
PolicyEnhancements in 2025
Short-term incentive
(STI) plan
continued
„
The Safety weighting will increase from 10% to 15% reflecting the importance of safety within
the business, and if the safety ‘gate’ (zero fatalities) is not passed, the entire Safety measure
will be forfeited. The Sustainability component will remain at 10% with a separate gate relating
to environmental incidents.
„
The People measure will continue to be focused on employee engagement but as part of
a transition to a new employee engagement assessment aligned to the transformation,
for FY25 the measure will require a significant increase in participation as well as successful
execution of employee engagement improvement initiatives.
Long-term incentive
(LTI) plan
Shareholder and proxy advisor feedback has been incorporated into the FY24 plan. The Board
will continue to review the LTI framework so it is aligned with the long-term interests of
shareholders.
2. Details of Key Management Personnel
The following persons acted as Directors of the Company during or since the end of the most recent financial year:
DirectorRole
M J MenhinnittChairman, Independent Non-executive
P J TompkinsManaging Director and Chief Executive Officer
P A BarkerIndependent Non-executive Director (commenced 1 July 2024)
S BroadbentIndependent Non-executive Director (commenced 2 October 2023)
T G HandicottIndependent Non-executive Director
N M HollowsIndependent Non-executive Director
A M HowseIndependent Non-executive Director
S J MacDonaldIndependent Non-executive Director (commenced 1 September 2023)
P L WatsonIndependent Non-executive Director (retired 30 September 2023)
2.1. Executive KMP
The named persons held their current executive position for the whole of the most recent financial year.
ExecutiveRole
P J TompkinsManaging Director and Chief Executive Officer
M R AshcroftChief Financial Officer
Annual Report 2024 Downer EDI Limited53

Directors’ Report
3. Remuneration Policy, Principles and Practices
3.1. Executive remuneration policy
Downer’s executive remuneration policy and practices are summarised in the table below.
PolicyPractices aligned with policy
Retain experienced, proven
performers, and those
considered to have high
potential for succession
„
Provide remuneration that is internally fair
„
Remuneration is competitive with the external market
„
Defer a substantial part of pay contingent on continuing service and sustained
performance.
Focus performance
„
Provide a substantial component of pay contingent on performance against
targets
„
Focus attention on the most important drivers of value by linking pay to their
achievement
„
Require profitability to reach a challenging level before any bonus payments can
be made
„
Provide a LTI plan component that rewards consistent Scorecard performance over
multiple years and over which executives have a clear line of sight.
Provide a Zero Harm
environment
„
Incorporate measures that embody Zero Harm for Downer’s employees, contractors,
communities and the environment as a significant component of reward.
Manage risk
„
Encourage sustainability by balancing incentives for achieving both short-term and
longer-term results, and deferring equity-based reward vesting after performance
has been initially tested
„
Set stretch targets that finely balance returns with reasonable but not excessive risk
taking and cap maximum incentive payments
„
Do not provide excessive ‘cliff’ reward vesting that may encourage excessive risk
taking as a performance threshold is approached
„
Diversify risk and limit the prospects of unintended consequences from focusing on
just one measure in both short-term and long-term incentive plans
„
Stagger vesting of deferred short-term incentive payments to encourage retention
and allow forfeiture of rewards that are the result of misconduct or material
adjustments
„
Retain full Board discretion to vary incentive payments, including in the event of
excessive risk taking
„
Restrict trading of vested equity rewards for compliance with the Company’s
Securities Trading Policy.
Annual Report 2024 Downer EDI Limited54

Directors’ Report
PolicyPractices aligned with policy
Align executive interests with
those of shareholders
„
Provide that a significant proportion of pay is delivered as equity so part of
executive reward is linked to shareholder value performance
„
Provide a long-term incentive that is based on consistent Scorecard performance
against challenging targets set each year that reflect sector volatility and prevailing
economic conditions as well as relative TSR and earnings per share measures
directly related to shareholder value
„
Maintain a guideline minimum shareholding requirement for the MD & CEO equal
to 12 months’ fixed remuneration
„
Exclude the short-term impact of opportunistic acquisitions and divestments from
performance assessment to encourage agility and responsiveness
„
Encourage holding of shares after vesting via a trading restriction for all executives
and payment of LTI components in shares
„
Prohibit hedging of unvested equity and equity subject to a trading lock for
alignment with shareholder outcomes.
Attract experienced,
proven performers
„
Provide a total remuneration opportunity sufficient to attract proven and
experienced executives from secure positions in other companies and retain
existing executives.
4. Relationship between Remuneration Policy and Company Performance
4.1. Company strategy and remuneration
Downer’s business strategy has been refreshed and reflected in our operating model and includes:
„
A focus on driving a performance and risk management culture across the organisation
„
A simplified operating model with efficient overheads and a continuous improvement approach to year-on-year
cost reductions
„
Implementation of The Downer Difference which prioritises Capability, Process and Technology enhancements to
drive a higher level of satisfaction for staff and customers
„
Managing risk and opportunities within an approved ‘risk appetite’ framework and enhancing the Company’s
capability to deliver more consistent project and contract margins through the application of The Downer Standard.
The Company’s remuneration policy complements this strategy by:
„
Focusing on Financial and Portfolio is appropriately balanced with non-financial measures that underpin Downer’s
purpose of Enabling Communities to Thrive – Safety, Sustainability and People
„
Incorporating Company-wide performance requirements for earnings (NPATA), Funds from Operations (FFO) and
Quality of Earnings (EBITA margin percentage) in the STI and LTI scorecards
„
Incorporating performance metrics that focus on FFO to provide a strong emphasis on capital allocation, capital
efficiency and financial discipline
„
Excluding the short-term impacts of opportunistic acquisitions and divestments on incentive outcomes to encourage
flexibility, responsiveness and growth consistent with strategy
„
Deferring 50% of STI awards to encourage sustainable performance and a longer-term focus
„
Incorporating consistent financial performance in the LTIP Scorecard measure
„
Encouraging engagement with, and the development and retention of, its people to help maintain a sustainable
supply of talent.
Annual Report 2024 Downer EDI Limited55

Directors’ Report
4.2. Remuneration linked to performance
The link to performance is provided by:
„
Requiring a significant portion of executive remuneration to vary with short-term and long-term performance
„
Applying a profitability gateway to be achieved before an STI reward is made
„
Safety and environmental gateways to be achieved before calculating any reward for safety and sustainability
performance
„
Applying challenging financial and non-financial measures to assess performance
„
Focusing management on strategic business objectives that create shareholder value
„
Delivering a significant proportion of payment in equity for alignment with shareholder interests.
Downer measures performance on the following key corporate measures:
„
Earnings per share (EPS) growth
„
Total shareholder return (TSR) relative to other ASX 100 companies (excluding ASX ‘Financials’ sector companies)
with a minimum requirement of positive TSR
„
Group NPATA
„
Divisional EBITA
„
EBITA margin
„
Transformation net cost benefits (for FY24 only)
„
Funds from operations (FFO)
„
Engagement with Downer’s people
„
Zero Harm measures of safety and environmental sustainability.
Remuneration for all executives varies with performance on these key measures.
The following graph shows the Company’s performance compared to the median performance of the ASX 100
(excluding financials) over the three-year period to 30 June 2024. Relative TSR is a measure in Downer’s LTI plan.
Performance is reflected in TSR outcomes of the 2021 and 2022 LTI plans, where this measure was not achieved.
Further detail is at section 7.3.4.
Downer EDI TSR compared to S&P/ASX 100 median excluding ‘Financials’ sector*
Total Shareholder Return (Indexed to 100)
0
50
100
150
200
Jun
2021
Dec
2021
Jun
2022
Dec
2022
Jun
2023
Dec
2023
Jun
2024
Downer EDI TSRS&P/ASX 100 median TSR excl financials
* S&P/ASX 100 companies as at 1 July 2021.
Annual Report 2024 Downer EDI Limited56

Directors’ Report
The graphs below illustrate Downer’s performance against key financial and non-financial performance indicators over
the last five years.
In 2023, Downer has identified certain accounting adjustments in its Australian Utilities business involving historical
misreporting of revenue and contract assets in one of Downer’s maintenance contracts as outlined in prior reports. As
a consequence, the Group identified accounting adjustments to prior periods, including financial years 2020, 2021 and
2022 in relation to the measure of progress. The adjustments have been corrected by restating each of the affected
financial statement line items for prior periods.
Net profit after tax Funds from operations
2
NPAT (statutory)NPAT (underlying)
-500
-400
-300
-200
-100
0
100
200
300
20242023202220212020
$'m
-500
-400
-300
-200
-100
0
100
200
300
Underlying (adjusted for material
transactions and individually significant items)
172.8
1
140.4
1
(157.5)
1
(385.7)
82.1

431.5
4
429.3
3
(219.1)
56.5
5
549.2
5
-300
-200
-100
0
100
200
300
400
500
20242023202220212020
$'m

Basic earnings per share Safety
-80
-60
-40
-20
0
20
40
60
20242023202220212020
Cents per share
-80
-60
-40
-20
0
20
40
60
Basic earnings per shareUnderlying earnings per share
24.1
1
19.6
1
(26.4)
1
(59.0)
10.3

0.0
0.2
0.4
0.6
0.8
1.0
1.2
1.4
1.6
1.8
2.0
20242023202220212020
0.99
0.82
0.67
Lost Time Injuries per 1,000,000 hours
0.90
0.88
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
Total Recordable Injuries per 1,000,000 hours
LTIFR TRIFR

1. Restated for certain accounting adjustment in its Australian Utilities business (refer to Note A to the consolidated financial statements).
2. Following the adoption of AASB 16 Leases which resulted in a change in accounting policy from FY20, historical FFO was not restated.
3. Adjusted for material transactions. 2022: $104.5 million net decrease and 2023: $184.0 million net decrease related to the divestment of the Australian Transport Project Business.
4. Adjusted for material transactions, including the payment for Spotless shares. 2021: $313.1 million net decrease.
5. Adjusted for cash impact of Individually Significant Items. 2023 prior year disclosure of $47.5 million amended to $56.5 million to take into account cash impact of Individually
Significant Items. 2024 Funds from operations of $549.2 million is Operating cash flow $544.1 million less investing cash flow ($29.3 million), adjusted to add $34.4 million of ISI
cash flows.
Annual Report 2024 Downer EDI Limited57

Directors’ Report
5. The Board’s Role in Remuneration
The Board engages with shareholders, management and other stakeholders as required, to continuously refine and
improve executive and Director remuneration policies and practices.
Two Board Committees deal with remuneration matters. They are the People and Culture Committee and the
Nominations Committee.
The interaction with the Board, other committees, management, and other stakeholders is shown in the diagram below.
Board
The Board is responsible for:
„
Approving Downer’s remuneration strategy
„
Determining the quantum of remuneration for
Non-executive Directors and MD & CEO.
The Board has overarching discretion with respect
to any awards made under the Company’s
incentive plans.
Remuneration
consultants and other
external advisors
„
Provide
independent advice,
information and
recommendations
relevant to
remuneration
decisions
„
The PCC may
seek independent
advice from external
advisors on various
remuneration-related
matters
„
Any advice provided
by external advisors
is used to assist the
Board – it is not a
substitute for the
Board and PCC
procedures
„
Each Committee
has the authority
to engage external
professional advisors
without seeking
approval of the Board
or management.
Management
„
Provides information
relevant to the
remuneration
decisions and makes
recommendations to
the PCC
„
Obtains remuneration
information from
external advisors to
assist the PCC (i.e.
market data, legal, tax
and accounting advice).
People and Culture Committee (PCC)
The PCC is delegated responsibility by the
Board to review and, where relevant, make
recommendations on:
„
Executive remuneration and incentive policy
„
Remuneration of senior executives of the
Company
„
Executive reward and its impact on risk
management
„
Executive incentive plans
„
Equity-based plans
„
Superannuation arrangements
„
Recruitment, retention, performance and
termination policies and procedures for all Key
Management Personnel and senior executives
reporting directly to the MD & CEO
„
Disclosure of remuneration in the Company’s
public materials including ASX filings and the
Annual Report
„
Retirement payments for all Key Management
Personnel and senior executives reporting
directly to the MD & CEO.
During the period, the PCC retained
Guerdon Associates and Sodali
& Co as its advisors. Guerdon
Associates do not provide services to
management and are considered to
be independent.
Nominations Committee is
responsible for recommending
and reviewing remuneration
arrangements for the Executive
Director and Non-executive Directors
of the Company.
Consultation with
shareholders and other
stakeholders
„
Management may seek
its own independent
advice with respect
to information and
recommendations
relevant to remuneration.
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6. Description of Executive Remuneration
6.1. Executive remuneration structure
Executive remuneration has a fixed component and a component that varies with performance.
The variable component means that a proportion of pay varies with performance. Performance is assessed annually
for performance periods covering one year and three years. Payment for performance assessed over one year is an STI.
Payment for performance over a three-year period is an LTI.
In order for maximum STIs to be awarded, performance must achieve a stretch goal that is a clear margin above the
planned budget for the period. This enables the Company to attract and retain better performing executives, and is
aimed at aligning pay outcomes with shareholder returns.
Target STIs are less than the maximum STI. Target STI is payable on achievement of planned objectives. For executives,
the target STI is 75% of the maximum STI. The maximum total remuneration that can be earned by an executive is
capped. The maximums are determined as a percentage of fixed remuneration.
Executive position
Target STI
% of fixed
remuneration
Maximum
STI % of fixed
remuneration
Maximum
LTI % of fixed
remuneration
Maximum total
performance-
based pay as a % of
fixed remuneration
MD & CEO – Peter Tompkins75100130230
CFO – Malcolm Ashcroft56.257575150
The proportions of STI to LTI take into account:
„
Market practice
„
The service period before executives can receive equity rewards
„
The behaviours that the Board seeks to encourage through direct key performance indicators
„
The guideline for the MD & CEO to maintain a shareholding as a multiple of pay after long-term incentive rewards
have vested.
6.2. Remuneration benchmarking
Remuneration is benchmarked against roles of similar scope and complexity in relevant industries, using a variety of
independent sources of market data. This market data is regularly updated and reviewed. The benchmarking approach
is designed to consider the size and nature of Downer’s businesses and will take into account global markets for talent
where appropriate for key roles, as well as individual factors, such as location, economic environment and remuneration
trends. This enables Downer to remain competitive in setting remuneration for executives.
Downer is a diverse Company operating in many market sectors. This means that identifying a select group of peers
of comparable size and nature is challenging. The TSR comparator group under the LTI plan includes the companies,
excluding financial services companies, in the ASX 100 index. Consideration has been given to using a smaller group of
direct competitors for comparison, however:
„
Limiting the comparator group to a small number of direct competitors could result in very volatile outcomes from
period to period
„
Management’s strong focus is on returning the Company’s ranking amongst the ASX 100 companies.
While market levels of remuneration are monitored on a regular basis, there is no contractual requirement or expectation
that any adjustments will be made.
6.3. Fixed remuneration
Fixed remuneration is the sum of salary and the direct cost of providing employee benefits, including superannuation,
motor vehicles, car parking, living away from home expenses and fringe benefits tax.
The level of remuneration is set to be able to retain proven performers and when necessary to attract the most suitable
external candidates from secure employment elsewhere.
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6.4. Short-term Incentive
The STI plan provides for an annual payment that varies with annual performance. This has been applied to performance
measured over the Company’s financial year to 30 June 2024.
The basis of the plan is designed to align STI outcomes with financial results.
6.4.1. STI tabular summary
The following table outlines the major features of the 2024 STI plan.
Purpose of STI plan
„
Focus performance on drivers of shareholder value over a 12-month period
„
Improve Zero Harm and people-related results
„
That remuneration varies with the Company’s 12-month performance.
Minimum
performance
‘gateways’ before
any payments
can be made
„
Achievement of a gateway based on 90% of budgeted Group NPATA for corporate executives
and Divisional EBITA for divisional heads
„
This minimum is set at a challenging level to justify the payment of STI to an executive and
deliver an acceptable return for the funds employed in running the business
„
Positive and negative impacts from material but opportunistic transactions are excluded from
gateway assessment. Whether to exclude the impact of significant items (positive or negative) is
considered on a case by case basis
„
Further independent gateways apply to the Zero Harm element
„
Should a workplace fatality or serious environmental incident occur, 50% of the Zero Harm
element is foregone, with 100% foregone should both occur.
Maximum STI that
can be earned
„
MD & CEO: up to 100% of fixed remuneration
„
CFO: up to 75% of fixed remuneration.
Percentage of
STI that can
be earned on
achieving target
expectations
75% of the maximum. For an executive to receive more, performance in excess of target
expectations will be required.
Individual
Performance
Modifier (IPM)
„
An IPM may be applied based on an executive’s individual key performance indicators and
relative performance
„
Moderate individual performance may result in an IPM of less than 1 or outstanding performance
may result in an IPM greater than 1. The IPM must average no greater than 1 across all
participants
„
Application of an IPM cannot result in an award greater than the maximum STI% level set out in
section 6.1.
Performance
period
1 July 2023 to 30 June 2024.
Performance
assessed
August 2024.
STI Deferral50% of the award is deferred with the first tranche of 25% vesting one year following award and the
second tranche of 25% vesting two years following award subject to the satisfaction of a continued
employment condition. This requires the executive to remain employed at the time of payment.
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Payment timingSeptember 2024 for the first cash payment of 50% of the award. The deferred components of the STI
payments will be paid one and two years following the award, in equal tranches of 25% of the award.
Form of paymentCash for initial payment.
„
The value of deferred components will be settled in shares or cash, net of personal tax
„
Deferred components may be settled in shares. This is designed to encourage executive share
ownership, and not adversely impact executives who have to meet their taxation obligations
arising from the vesting of the deferred components. However, the Board retains the discretion
to vest deferred awards, in the form of shares or cash, and will generally have regard to an
executive’s individual circumstances and existing level of equity ownership
„
An eligible leaver’s deferred components will be settled in shares or in cash at the sole and
absolute discretion of the Board.
Dividend
equivalent
payments
No dividend entitlements are attached to the deferred components during the vesting period.
Board discretionThe Board may exercise discretion to:
„
Vary STI payments by up to + or – 100% from the payment applicable to the level of performance
achieved, up to the maximum for that executive
„
Reduce partly or fully the value of the deferred components that are due to vest in certain
circumstances, including where an executive has acted inappropriately or where the Board
considers that the financial results against which the STI performance measures were tested
were incorrect in a material respect or have been reversed or restated
„
Settle deferred components in shares or cash, with the intended default approach being shares
„
Vary from policy in exceptional circumstances. However, any variation from policy and the
reasons for it will be disclosed.
Malus and
clawback
All or part of the deferred components that are due to vest may be reduced in value if the Board
determines that an executive has committed an act of fraud, defalcation or gross misconduct or in
other circumstances at the discretion of the Board.
New recruitsNew executives (either new starts or promoted employees) are eligible to participate in the STI in the
year in which they commence in their position with a pro-rata entitlement.
Terminating
executives
There is no STI entitlement where an executive’s employment terminates prior to the end of the
financial year. Where an executive’s employment terminates prior to the vesting date, the unvested
deferred components will be forfeited. However, the Board has retained discretion to vest deferred
awards, in the form of shares or cash, in their ordinary course where the executive is judged to be an
eligible leaver.
Performance
requirements
Zero Harm, People and Portfolio and Performance measures.
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Zero HarmZero Harm reflects Downer’s commitment to its customers, employees, regulators and the
communities it serves.
Performance is assessed on the following measures:
Safety Lag Indicators
„
Total Recordable Injury Frequency Rate (TRIFR): the number of recordable injuries per million
hours calculated over 12 months
„
Lost Time Injury Frequency Rate (LTIFR): the number of lost time injuries per million hours
calculated over 12 months.
Critical Risk Assurance and Action Management
„
Achievement of critical risk observation targets and maintenance of an active program of audits
and inspections
„
Completion of all actions arising from high potential incidents within a defined timeframe.
Communities of Practice
„
Leading a Group-wide Community of Practice (CoP) focusing on implementing changes to
better control of one critical risk. The CoP must deliver a set of minimum deliverables identified
in the STI Guide.
Decarbonisation
„
Development of a three-year Climate Change and Decarbonisation Plan, to support GHG
emissions reductions to achieve Downer’s near-term GHG emissions targets for Scope 1 and 2
„
Achievement of a set percentage of absolute Scope 1 and 2 GHG emissions targets.
People
„
Performance is assessed on measures of employee engagement
„
Employee engagement requires the achievement of an overall engagement score against a
defined range in the annual Group-wide employee engagement survey
„
This measure was selected to drive a focus that seeks to achieve a high performance culture.
FinancialPerformance is assessed on Group NPATA or Divisional EBITA, Transformation Initiatives and FFO
performance against the budget.
NPATA and EBITA provide transparency on operational business performance, align with how
Downer presents its results to the market and allow for easier understanding of alignment between
performance and remuneration outcomes. The Board considers this approach to be appropriate as:
„
The Board is the ultimate decision maker for transactions that give rise to acquired intangibles
that result in the amortisation expense
„
The impact of amortisation of acquired intangibles, which in nature relate to long-term strategic
decisions, remains reflected in incentive outcomes through the EPS measure in the LTI plan
FFO is defined as net cash from operating activities less investing cash flow.
The Transformation Initiatives are calculated as the in-year FY24 financial benefits specifically
attributable to transformation initiatives that have recurring future value.
STI plan incentive
calculation
Fixed
remuneration
X
Maximum STI
opportunity
X
Scorecard
result
X
Individual
Performance
Modifier
=STI payment
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Weightings applied to the 2024 STI scorecard measures for all executives, including the MD & CEO, are set out in the
table below.
ExecutiveG ro u p N PATADivisional EBITA
Funds from
OperationsTransformationZero HarmPeople
Corporate25%–25%20%20%10%
Business Unit7.5%17.5%25%
(7.5% Group,
17.5% Division)
20%
(10% Group,
10% Division)
20%10%
6.5. Long-term Incentive
6.5.1. LTI tabular summary
The following table outlines the major features of the 2024 LTI plan.
Purpose of
LTI plan
„
Focus performance on drivers of shareholder value over a three-year period
„
Manage risk by countering any tendency to over-emphasise short-term performance to the
detriment of longer-term growth and sustainability
„
Vary a part of remuneration with the Company’s longer-term performance.
Maximum value
of equity that
can be granted
„
MD & CEO: 130% of fixed remuneration
„
CFO: 75% of fixed remuneration.
Performance
period
1 July 2023 to 30 June 2026. Performance assessed August 2026.
Additional service
period after
performance
period for shares
to vest
Performance rights for which the relevant performance vesting condition is satisfied will not vest
unless executives remain employed with the Group on 30 June 2027.
Performance
rights vest
July 2027.
Form of award
and payment
Performance rights.
Performance
conditions
There are three performance conditions. Each applies to one-third of the performance rights
granted to each executive.
Relative TSR
The relative TSR performance condition is based on the Company’s TSR performance relative to the
TSR of companies comprising the ASX 100 index, excluding financial services companies, at the start
of the performance period on 1 July 2023, measured over the three years to 30 June 2026. In addition,
the absolute TSR must be greater than 0 to be eligible for any vesting under the TSR condition.
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Performance
conditions
continued
The performance vesting scale that will apply to the performance rights subject to the relative TSR
test is shown in the table below:
Downer EDI Limited’s
TSR Ranking
Percentage of performance rights subject to TSR condition
that qualify for vesting
< 50th percentile0%
50th percentile30%
Above 50th and below
75th percentile
Pro-rata so that 2.8% of the performance rights in the tranche will vest
for every 1% increase between the 50th percentile and 75th percentile
75th percentile and above100%
EPS growth
The EPS growth performance condition is based on the Company’s compound annual EPS growth
over the three years to 30 June 2026. For FY24, the EPS baseline was adjusted upwards to 30 cents
per share so that any future reward will be tested against an appropriately challenging starting point
aligned to shareholders’ expectations.
The performance vesting scale that will apply to the performance rights subject to the EPS growth
test is shown in the table below:
Downer EDI Limited’s EPS
compound annual growth
Percentage of performance rights subject to EPS condition
that qualify for vesting
< 5%0%
5%30%
Above 5% to < 10%Pro-rata so that 14% of the performance rights in the tranche
will vest for every 1% increase in EPS growth between 5% and 10%
10% or more100%
Scorecard
The Scorecard performance condition is based on the Group’s NPATA and FFO for each of the three
years to 30 June 2026. As these measures are considered to be key drivers of shareholder value, they
have been included in the LTI plan to reward consistent and sustainable financial performance.
The performance vesting scale that will apply to the performance rights subject to the Scorecard
test is shown in the table below:
Scorecard result
Percentage of performance rights subject to Scorecard condition
that qualify for vesting
< 90%0%
90%30%
Above 90% to < 110%Pro-rata so that 3.5% of the performance rights in the tranche will vest
for every 1% increase in the Scorecard result between 90% and 110%
110% or more100%
NPATA and FFO targets are set at the beginning of each of the three financial years. The performance
of each component will be assessed each year relative to the targets. Performance of each
component will be determined as the average of the annual performance assessments for the
three years. The performance rights will vest on a pro-rata basis from 30% upon meeting the
minimum three-year average component performance level of 90% of target to 100% at the
capped maximum three-year average component performance level of 110% of target. In addition,
the Scorecard condition is subject to achieving a minimum EBITA margin gate. The Margin Gate
requires that Downer achieve:
„
a minimum Group EBITA margin of 4.2% for the 2025 financial year; and
„
a minimum average Group EBITA margin of 4.5% across the 2025 and 2026 financial years.
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