Notice of Annual General Meeting/Proxy Form

Page 1 of 1
16 October 2024
ASX Market Announcements Office
ASX Limited
Exchange Centre
20 Bridge Street
Sydney NSW 2000
Dear Officer
RE: Downer EDI Limited 2024 – Notice of Annual General Meeting and Proxy Form
Please find attached the following documents:
•Notice of Annual General Meeting (AGM); and
•Sample Proxy Form.
Downer will hold its AGM at 11:00am (Sydney time) on Wednesday, 20 November 2024.
The Notice of Meeting includes detailed information about how shareholders can participate in the
AGM.
Yours sincerely,
Downer EDI Limited
Robert Regan
Company Secretary
Authorised for release by Downer’s Group General Counsel and Company Secretary, Robert
Regan.
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOWNER
1www.downergroup.com

Notice of
Annual General
Meeting 2024
Notice is given that the Annual General Meeting of the Shareholders
of Downer EDI Limited (Downer or Company) will be held at:
THE AUDITORIUM
Northside Conference Centre
Oxley Street (Cnr Oxley Street & Pole Lane)
Crows Nest NSW 2065
Live webcast link: https://publish.viostream.com/app/s-rki9f7p
On Wednesday, 20 November 2024
Commencing at 11:00am Sydney time (meeting)
Registration will commence at 10:30am

Notice of Annual General Meeting 2024 Downer EDI Limited2

Dear Shareholder,
I am pleased to invite you to Downer’s 2024 Annual General Meeting (AGM) to be held at 11:00am (Sydney time) on
Wednesday, 20 November 2024. Registration will open from 10:30am (Sydney time).
The AGM will be held at the Northside Conference Centre Oxley Street (Cnr Oxley Street & Pole Lane) Crows Nest NSW 2065.
The AGM will also be webcast live at https://publish.viostream.com/app/s-rki9f7p.
Downer’s AGM is the occasion where shareholders vote on a number of important resolutions, which are outlined in this
Notice of Meeting. It also provides shareholders with the opportunity to meet with the Board, hear from the Managing
Director and CEO and ask questions.
Financial Report, Directors’ Report, and Independent Auditor’s Report
The first item of business will be to consider and receive the Financial Report, the Directors’ Report and the Independent
Auditor’s Report for the year ended 30 June 2024.
Election and re-election of Directors
The second item of business seeks approval for the election of Peter Barker as an Independent Non-executive Director.
Peter Barker joined the Board on 1 July 2024. 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. The Board believes Peter brings complementary skills and experience to the Board. All the Directors unanimously
recommend Peter’s election to the Board.
Remuneration report and performance rights
The third item of business seeks approval of the Remuneration Report, and the fourth item of business seeks approval
of the grant of performance rights to the Managing Director, Peter Tompkins, as part of his remuneration for the 2025
financial year.
The Board has been working hard over many years to ensure that executive pay is appropriate and aligned with the
outcomes of the business. The Chair’s letter on page 47 of Downer’s Annual Report and the accompanying pages of the
Remuneration Report set out a summary of Downer’s remuneration strategy and outcomes for the 2024 financial year. I
ask that you consider this letter and accompanying pages in the 2024 Annual Report when forming your views on these
items of business.
Appointment of Auditor
The fifth item of business seeks the appointment of PWC as auditor of the Company.
I ask that you consider this letter and accompanying pages in the 2024 Annual Report when forming your views on these
items of business.
Yours sincerely,
Mark Menhinnitt
Downer Chair
Notice of Annual General Meeting 2024 Downer EDI Limited3

1. Financial Report, Directors’ Report and
Independent Auditor’s Report
“To consider and receive the Financial Report, the Directors’
Report and the Independent Auditor’s Report of Downer for
the year ended 30 June 2024.”
Note:
– No resolution is required for this item of business.
2. Election and re-election of Directors
To consider and, if thought fit, pass the following ordinary
resolution:
“That Peter Barker who was appointed as an Independent
Non-executive Director of the Company, effective 1 July 2024,
in accordance with Rule 3.3 of the Company’s Constitution
and being eligible, is elected as a Non-executive Director
of Downer.”
3. Adoption of Remuneration Report
To consider, and if thought fit, pass the following ordinary
resolution:
“That the Remuneration Report for the year ended 30 June
2024 be adopted.”
Notes:
„
This resolution is subject to voting exclusions, which are
set out in the Explanatory Memorandum.
„
This resolution is advisory only and does not bind
Downer or the Directors.
„
The Directors will consider the outcome of the vote
and comments made by shareholders on the
Remuneration Report at the meeting when reviewing
Downer’s remuneration policies.
If 25% or more of votes that are cast are voted against this
resolution and again at the 2025 Annual General Meeting
in relation to the 2025 Remuneration Report, shareholders
will be required to vote at the 2025 Annual General Meeting
on a resolution that another meeting be held within
90 days, at which all of Downer’s Directors (other than the
Managing Director) would automatically cease to hold
office at the end of that meeting unless they are willing to
stand for re-election and are re-elected, at that meeting.
A vote on this resolution must not be cast by or on behalf
of a member of the key management personnel of
Downer (KMP), details of whose remuneration are included
in the Remuneration Report, or by any of their closely
related parties (such as certain of their family members,
dependants and companies they control).
However, this does not prevent those KMP or any of their
closely related parties from voting as a proxy for a person
who is not a member of the KMP or a closely related party
of KMP if:
„
the person specifies the way the proxy is to vote on this
resolution in the proxy form; or
„
the person voting as a proxy is the Chair and the proxy
form does not specify the way the proxy is to vote and
expressly authorises the Chair to exercise the proxy
even if the resolution is directly or indirectly connected
with the remuneration of a member of the KMP for the
Downer Group.
Ordinary Business
Notice of Annual General Meeting 2024 Downer EDI Limited4

4. Approval of Managing Director’s long-term
incentive (LTI)
To consider and, if thought fit, pass the following ordinary
resolution:
“That approval is given to the grant of performance rights
pursuant to the Company’s LTI Plan and the acquisition of
shares on vesting by issue or by transfer as the Managing
Director’s long-term incentive for 2025 on the basis
described in the Explanatory Memorandum to this Notice
of Meeting.”
Note:
„
The resolutions in Item 4 are subject to voting
exclusions, which are set out in the Explanatory
Memorandum.
A member of the KMP for the Downer Group and their
closely related parties must not vote as proxy on this
resolution unless the proxy appointment specifies the way
the proxy is to vote on the resolution. However, the Chair
of the meeting may vote an undirected proxy if the proxy
appointment expressly authorises the Chair to exercise
the proxy even if the resolution is connected directly or
indirectly with the remuneration of a member of KMP for
the Downer Group.
5. Appointment of PricewaterhouseCoopers
(PwC) as auditor of the Company
To consider and, if thought fit, pass the following ordinary
resolution:
“That, PricewaterhouseCoopers (PWC), having consented to
act as auditor of the Company and having been appointed
by the Board effective 10 April 2024, be approved as the
auditor of the Company from that date and to continue in
office thereafter.”
Invitation
Shareholders are invited to join the Directors for light
refreshments after the meeting.
H o w To Vo t e
Shareholders can vote on the items of business by:
„
Attending the meeting; or
„
Appointing a proxy, representative or attorney to attend
the meeting and vote on their behalf.
Eligibility to attend and vote
You will be eligible to attend and vote at the meeting if
you are registered as a holder of Downer shares at 7:00pm
(Sydney time) on Monday, 18 November 2024.
Questions at the meeting
Please note, only shareholders, their proxies, attorneys or
representatives may ask questions or make comments
once they have been verified and they will be given
a reasonable opportunity to do so. Shareholders are
encouraged to lodge questions and comments prior to
the meeting.
Special Business
Notice of Annual General Meeting 2024 Downer EDI Limited5

Special Business
Corporate representatives
A shareholder, or proxy, that is a corporation and entitled
to participate and vote at the AGM may appoint an
individual as its corporate representative. Evidence
of the appointment of a corporate representative
must be lodged with Downer’s share registry prior
to the start of the meeting or have previously been
provided. The appropriate “Appointment of Corporate
Representative” form may be obtained from
Computershare or online at www.investorcentre.com/au
under the help tab, “Printable Forms”.
Attorneys
A shareholder entitled to participate and vote at the
AGM is entitled to appoint an attorney to participate and
vote at the AGM on the shareholders behalf. The power
of attorney appointing the attorney must be duly signed
and specify the name of each of the shareholder, the
Company and the attorney, and also specify the meetings
at which the appointment may be used. If the appointor
is an individual, the power of attorney must be signed in
the presence of at least one witness. To be effective, the
power of attorney must be received by Downer’s share
registry not later than 48 hours before the time for holding
the meeting.
Appointing a Proxy
1. A proxy form is attached.
2. A member entitled to attend, participate and vote
at the meeting is entitled to appoint a proxy. If a
member is entitled to cast 2 or more votes at the
meeting, that member is entitled to appoint not
more than two proxies.
3. Where more than one proxy is appointed, each
proxy should be appointed to represent a specified
proportion of the member’s voting rights. In the
absence of such a specification, each proxy will be
entitled to exercise half the votes.
4. You may appoint either an individual or a body
corporate as your proxy. A proxy need not be a
member of Downer.
5. A proxy form must be signed by the member or the
member’s attorney. Proxies given by corporations must
be signed either under section 127 of the Corporations
Act 2001 (Cth) (Corporations Act) or in accordance with
the Constitution of the Company. In the case of joint
holdings, at least one of the joint holders must sign the
proxy form.
6. If you appoint the Chair of the meeting as your proxy
and do not direct the Chair of the meeting how to
vote on Item 3 (Adoption of Remuneration Report) or
Item 4 (Approval of Managing Director’s long-term
incentive) (which you may do by marking any one of
“For”, “Against” or “Abstain” on the proxy form for those
items of business), you will be expressly authorising
the Chair of the meeting to exercise your proxy even
if those Items are directly or indirectly connected with
the remuneration of a member of the KMP for the
Downer Group.
7. The proxy form and the power of attorney or other
authority (if any) under which it is signed (or a certified
copy of the power of attorney or authority) must
be received not later than 48 hours before the time
for holding the meeting, at the office of Downer’s
share registry:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001 Australia
Fax: 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
Shareholders can also cast their votes online at
www.investorvote.com.au by following the prompts. To use
this facility, you will need your Securityholder Reference
Number (SRN) or Holder Identification Number (HIN) and
postcode as shown on the proxy form. You will be taken to
have signed the proxy form if you lodge it in accordance
with the instructions on the website.
Custodian voting – For Intermediary Online subscribers
only (custodians) please visit www.intermediaryonline.com
to submit your voting intentions.
Annual Report
Downer’s 2024 Annual Report is available on the Downer
website at www.downergroup.com.
All resolutions will be by poll
The Chair of the meeting intends to call a poll on each of
the resolutions set out in this Notice of Meeting.
Notice of Annual General Meeting 2024 Downer EDI Limited6

The purpose of this Explanatory
Memorandum (which is included in and
forms part of the Notice of Meeting) is
to provide shareholders with important
information regarding the items of
business proposed for the Downer 2024
Annual General Meeting as well as assist
shareholders to determine how they wish
to vote on each resolution.
Shareholders should read the Notice
of Meeting, including this Explanatory
Memorandum carefully before deciding
how to vote on the resolutions.
Item 1
Financial Report, Directors Report and
Independent Auditor’s Report
The 2024 Annual Report (which includes the Financial
Report, the Directors’ Report and the Independent Auditor’s
Report) will be presented to the meeting. Shareholders
can access a copy of the report at the Downer website,
www.downergroup.com.
The Chair will give shareholders an opportunity to
ask questions about, and make comments on, the
management of Downer and the financial statements
and reports and Downer’s performance.
Shareholders will also be given an opportunity to ask
a representative of Downer’s auditor, PWC, questions
relevant to the conduct of the audit, the preparation
and conduct of the Independent Auditor’s Report, the
accounting policies adopted by the Company in relation
to the preparation of the financial statements, and the
independence of the auditor in relation to the conduct of
the audit.
The Chair will also allow a reasonable opportunity for a
representative of the auditor to answer written questions to
the auditor submitted by shareholders to Downer no later
than 5:00pm on Wednesday, 13 November 2024.
Explanatory Memorandum
for Shareholders
Notice of Annual General Meeting 2024 Downer EDI Limited7

Explanatory Memorandum for Shareholders
Item 2
Election and re-election of Directors
Item 2: Election of Peter Barker
Peter Barker was appointed to the position of Non-
executive Director, effective 1 July 2024. Mr Barker joins
Downer as an Independent Director.
Mr Barker’s profile is set out below.
Peter Barker (56)
Independent Non-executive Director
since July 2024
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.
Board recommendation
The Directors, in the absence of Mr Barker, unanimously
recommend that shareholders vote in favour of this
resolution, as Mr Barker’s skills and experience (as set
out above) are valuable to the Board’s existing skills
and experience. Mr Barker also adds considerable
strength and leadership to the Committees on which he
serves, being the Audit and Risk Committee and Project
Governance Committee.
The Chair of the meeting intends to vote undirected
proxies in favour of this resolution.
Item 3
Adoption of Remuneration Report
The Remuneration Report is contained in the Directors’
Report in the 2024 Annual Report. Shareholders can
access a copy of the report at the Downer website,
www.downergroup.com.
The Remuneration Report provides information about the
remuneration arrangements for KMP, which includes Non-
executive Directors and the most senior executives, for the
year to 30 June 2024.
The Remuneration Report covers the following matters:
„
An introductory letter from the Chair and Chair of the
People and Culture Committee to shareholders
„
Summary of changes to remuneration policy
„
Details of Key Management Personnel
„
Remuneration policy, principles and practices
„
Relationship between remuneration policy and
company performance
„
The Board’s role in remuneration
„
Description of executive remuneration
„
Details of executive remuneration
„
Executive equity ownership
„
Key terms of employment contracts
„
Related party information
„
Description of Non-executive Director remuneration.
Shareholders will be given a reasonable opportunity
to ask questions about, or make comments on, the
Remuneration Report. Shareholders will be asked to vote
on the Remuneration Report.
The resolution is advisory only and does not bind Downer
or its Directors. The Board will consider the outcome of
the vote and comments made by shareholders on the
Remuneration Report at the meeting when reviewing
Downer’s remuneration policies.
Notice of Annual General Meeting 2024 Downer EDI Limited8

Explanatory Memorandum for Shareholders
Under the Corporations Act, if at least 25% of the votes cast
on the resolution are against the adoption of the relevant
Remuneration Report at two consecutive Annual General
Meetings (each an “AGM”, and any such potential 25% or
more vote ”against” commonly referred to as a “first strike”
or “second strike”), shareholders will be required to vote at
the second of those AGMs on a resolution that another
general meeting be held within 90 days, at which all of the
Company’s Directors in office at the time of the Directors’
resolution to make the Directors’ Report containing that
second Remuneration Report (other than the Managing
Director) must stand for re-election.
At last year’s AGM the resolution to adopt the 2023
Remuneration Report was carried with over 91.45% of votes
cast “for” the Remuneration Report.
Board recommendation
The Directors unanimously recommend that shareholders
vote in favour of Item 3 (Adoption of Remuneration Report).
Voting exclusions
A vote on Item 3 (Adoption of Remuneration Report) must
not be cast by or on behalf of a member of the KMP or by
any of their closely related parties (such as certain of their
family members, dependants and companies they control).
However, this does not prevent a member of the KMP,
details of whose remuneration are included in the
Remuneration Report, or any of their closely related parties,
from voting as a proxy for a person who is not a member
of those KMP or any of their closely related parties if:
„
the person specifies the way the proxy is to vote on
Item 3 (Adoption of Remuneration Report) in the proxy
form; or
„
the person voting as a proxy is the Chair and the proxy
form does not specify the way the proxy is to vote and
expressly authorises the Chair to exercise the proxy
even if the resolution is directly or indirectly connected
with the remuneration of a member of the KMP for the
Downer Group.
If you choose to appoint a proxy, you are strongly
encouraged to direct your proxy how to vote on Item 3
(Adoption of Remuneration Report) by marking any one of
“For”, “Against” or “Abstain” on the proxy form for that item of
business. As set out in the section on Appointing a Proxy, if
you have appointed the Chair of the meeting as your proxy
and you do not mark any of “For”, “Against” or “Abstain”
on the proxy form, you will be expressly authorising the
Chair to vote any proxies held by him in favour of Item 3
(Adoption of Remuneration Report), even if that item is
connected directly or indirectly with the remuneration of
a member of the KMP for the Downer Group.
The Chair of the meeting intends to vote any undirected
proxies in favour of Item 3 (Adoption of Remuneration
Report).
Item 4
Approval of Managing Director’s long-term
incentive (LTI)
It is proposed to grant the Managing Director performance
rights in Downer as the Managing Director’s 2025 long-
term incentive plan (2025 LTIP) on the terms set out below
(2025 Grant) and to seek approval for that grant under
ASX Listing Rule 10.14.
This approval is being sought because Listing Rule 10.14.1
provides that a listed company must not permit a director
of Downer to acquire equity securities under an employee
incentive scheme unless it has been approved by
shareholders. The 2025 Grant falls within Listing Rule 10.14.1
above and therefore requires the approval of Downer’s
shareholders under Listing Rule 10.14.
Resolution 4 seeks the required shareholder approval
to the 2025 Grant under and for the purposes of
Listing Rule 10.14.
If approval is granted under ASX Listing Rule 10.14, the
Company will be permitted to issue ordinary shares
in the Company to Mr Tompkins in satisfaction of its
obligations under those performance rights when they
vest. Further, Downer will be able to proceed with the 2025
Grant without impact on its ability to issue up to 15% of its
total ordinary securities without Shareholder approval in
any 12-month period.
Proposed long-term incentive for the Managing
Director for 2025
Under his employment agreement with Downer
as Managing Director, Mr Tompkins is entitled to be
granted performance rights each year with a maximum
value equal to 130% of his annual fixed remuneration.
Performance rights are being used to appropriately align
Mr Tompkins’s remuneration as Managing Director with
shareholder returns. The performance rights are subject to
long-term performance requirements and therefore only
vest to Mr Tompkins if those performance requirements
are met. If the resolution is not passed by shareholders, the
Board intends to provide a 2025 LTIP equivalent through an
alternative mechanism to meet Mr Tompkins’s contractual
entitlements.
In accordance with Downer’s contractual commitments,
it is proposed to grant Mr Tompkins performance rights
with a maximum value of 130% of his annual fixed
remuneration at the time the quantity of performance
rights is determined (as described below). Mr Tompkins’s
current annual fixed remuneration is $1,550,000. The grant
will be in the form of performance rights which are a right
to receive fully paid Downer ordinary shares which may be
purchased on-market or issued by the Company.
Notice of Annual General Meeting 2024 Downer EDI Limited9

Explanatory Memorandum for Shareholders
Mr Tompkins is also eligible to receive an annual short-term
incentive (STI) up to a maximum opportunity of 100% of his
annual fixed remuneration. Any entitlement to an STI is in
accordance with the plan rules. There is no STI entitlement
where Mr Tompkins’s employment terminates prior to
the end of the financial year, other than in the event of a
change in control or by mutual agreement.
Dividends will be paid or accumulated only from the time
the performance rights vest.
Entitlement under the 2025 grant
Mr Tompkins will receive a grant on the same terms and at
the same time as other eligible employees.
Subject to shareholder approval being obtained, the
maximum number of performance rights granted to Mr
Tompkins will be 360,149. This quantity was calculated as
his annual fixed remuneration of $1,550,000 multiplied by
the participation rate of 130% divided by $5.5949 being the
daily average of the volume weighted average price of
Downer shares for the 10 trading days following the release
of Downer’s results for the year ended 30 June 2024. Each
performance right will convert to one ordinary share once
all vesting conditions are met.
If shareholders approve the proposed resolution in Item 4
(Approval of Managing Director’s long-term incentive), the
2025 Grant will be made within 12 months from the date of
this meeting.
Details of any securities issued under the Company’s
LTI Plan will be published in each annual report of the
Company relating to a period in which securities have
been issued, and that approval for the issue of securities
was obtained under ASX Listing Rule 10.14.
Any additional persons referred to in ASX Listing Rule 10.14
who become entitled to participate in the Company’s
LTI Plan after the resolution is approved and who are
not named in this Notice of Meeting and Explanatory
Memorandum will not participate until approval is
obtained under ASX Listing Rule 10.14.
Price on grant or vesting
No amount is payable by the Managing Director on grant
or vesting of the performance rights.
Vesting conditions
Vesting of performance rights granted under the 2025 LTIP
will be subject to:
„
meeting certain performance hurdles over a specified
period; and
„
continued employment with Downer over a period
determined by the Board (service period).
Mr Tompkins’s proposed 2025 Grant will be divided
into three equal tranches subject to the following
performance hurdles:
„
relative total shareholder return (TSR);
„
compound annual earnings per share growth (EPS);
and
„
net profit after tax and before amortisation of
acquired intangibles (NPATA) and free cash flow (FFO)
(Scorecard).
TSR is measured over the three-year performance period
to 30 June 2027. TSR is calculated as the difference in
share price over the performance period, plus the value
of shares earned from reinvesting dividends received over
this period, expressed as a percentage of the share price
at the beginning of the performance period. If the TSR
for each company in the comparator group (see below)
is ranked from highest to lowest, the median TSR is the
percentage return to shareholders that exceeds the TSR for
half of the comparison companies. The 75th percentile TSR
is the percentage return required to exceed the TSR for 75%
of the comparison companies.
For rights in the TSR tranche to vest, absolute TSR must be
positive (‘positive TSR gateway’).
Performance rights in the tranche to which the relative TSR
performance requirement applies vest in accordance with
the following table:
Downer’s TSR ranking
against the comparator
group
% of performance rights subject
to the relative TSR
<50th percentileNil
50th percentile30%
Above 50th and below
75th percentile
Straight line so that a further
2.8% of the performance
rights in the tranche will vest
for every 1% increase between
the 50th percentile and
75th percentile
75th percentile and
above
100%
The comparator group for the 2025 Grant is the
companies, excluding financial services companies, in the
ASX100 index as at the start of the performance period on
1 July 2024.
EPS growth is measured over the three-year performance
period to 30 June 2027. The EPS measure is based on AASB
133 Earnings per Share and is externally audited. The EPS
baseline will be adjusted to take account of elements of
performance in FY24.
Notice of Annual General Meeting 2024 Downer EDI Limited10

Explanatory Memorandum for Shareholders
The tranche of shares dependent on the EPS performance
condition vests pro rata between 5% compound annual
EPS growth and 10% compound annual EPS growth.
Performance rights in the tranche to which the EPS
performance requirement applies vest in accordance with
the following table:
Downer’s EPS compound
annual growth
% of performance rights subject
to EPS condition that qualify to
vest
<5%Nil
5%30%
Above 5% and below 10%Straight line so that a further
14% of the performance
rights in the tranche will vest
for every 1% increase in EPS
growth between 5% and 10%
10% or more 100%
The Scorecard condition will be comprised of two
independent absolute components of equal weighting.
These components will be based on Group NPATA and
Group FFO. FFO is defined as net cash flow from operating
activities less investing cash flow.
The performance of each component will be measured
over the three-year period to 30 June 2027.
NPATA and FFO targets will be set at the beginning of
each of the three financial years. The performance of
each component will be assessed each year relative
to the targets. Performance of each component will be
determined as the average of the annual performance
assessments for the three years.
For rights in the Scorecard tranche to vest, a minimum
earnings margin target must be achieved. The minimum
earnings margin target has been introduced to ensure
that the Managing Director is rewarded for earnings of
appropriate quality. This is a measurement of Earnings
Before Interest, Tax and Amortisation of acquired
intangibles (EBITA) in relation to the 2025 and 2026
financial years as follows:
„
A minimum EBITA margin of 4.2% for 2025; and
„
A minimum average EBITA of 4.5% across 2025
and 2026.
Performance rights in the tranche to which the Scorecard
performance requirement applies vest in accordance with
the following table:
Scorecard result
% of performance rights subject
to Scorecard condition that
qualify to vest
<90%Nil
90%30%
Above 90% and below
110%
Straight line so that a further
3.5% of the performance
rights in the tranche will vest
for every 1% increase between
90% and 110%
110% or more 100%
Once some or all of the performance rights have met the
vesting conditions, the performance rights will not vest
unless the Board is satisfied there has been no conduct
on the part of Mr Tompkins that the Board considers
inappropriate and that the financial results against which
the performance vesting condition were tested were not
incorrect in a material respect and were not reversed or
restated.
Performance period
The performance period for the 2025 Grant will be the
three years from 1 July 2024 to 30 June 2027 and the service
period will end on 30 June 2028.
Change of control
Under the 2025 LTIP, if there is a change in control of
Downer during the performance period, provided at least
12 months of the 2025 Grant’s performance period have
elapsed, unvested performance rights pro-rated with the
elapsed performance period are tested for vesting with
performance against the relevant performance hurdles for
that period.
Performance rights that have already been tested and
have met performance requirements but remain subject
to the completion of the service period condition will
fully vest.
Neither unvested pro-rated performance rights nor
performance rights that have already been tested and
met performance requirements will vest unless the Board
is satisfied that there has been no conduct on the part of
Mr Tompkins that the Board considers inappropriate and
that the financial results against which the performance
hurdles were tested were not incorrect in a material
respect and were not reversed or restated.
Notice of Annual General Meeting 2024 Downer EDI Limited11

Explanatory Memorandum for Shareholders
Cessation of employment
Upon cessation of employment of the Managing Director
for any reason, all performance rights that have not
vested by the cessation of employment will be forfeited
unless, subject to the termination benefit provisions of
the Corporations Act, the Board exercises its discretion to
permit the Managing Director to retain performance rights
by deeming him to be an “Eligible Leaver”. If Mr Tompkins
is deemed to be an Eligible Leaver, he may be entitled to
retain some or all of his performance rights and these will
be tested for vesting against the Vesting Conditions other
than the Continued Employment Condition in their normal
course. An Eligible Leaver’s performance rights will be
settled with fully paid Downer ordinary shares or in cash in
the Board’s sole and absolute discretion. No performance
rights will vest unless the Board is satisfied that there has
been no conduct on the part of Mr Tompkins that the
Board considers inappropriate and that the financial
results against which the performance hurdles were tested
were not incorrect in a material respect and were not
reversed or restated.
Other information
„
Mr Tompkins is the only Director of the Company who is
entitled to participate in the 2025 LTIP
„
No loan is being made to Mr Tompkins in relation to the
acquisition of performance rights
„
The following table shows the number of performance
rights and restricted shares that have been previously
granted by Downer to Mr Tompkins under the
Company’s LTI Plan
„
Each of the performance rights described below are
a right to receive fully paid Downer ordinary shares on
vesting. Each of the restricted shares described below
were held in trust until vesting
„
Each of the performance rights and restricted shares
were granted for nil acquisition price
„
The performance rights are not transferable, and do
not confer any right to vote or to a dividend, nor do they
confer any right to a return of capital, to participate in
surplus profits or assets of Downer, or to participate in
new issues of securities.
Ye a r
Number of
performance
rights
Number of
restricted
shares
2012–82,343
201355,710–
201430,447–
201568,740–
2016124,551–
201789,087–
201867,70 5–
201976,894–
202079,543–
2021146,079–
202293,679–
2023234,479
2024
480,448
Board recommendation
In the view of the Non-executive Directors, it is in the best
interests of shareholders to approve the performance right
based 2025 long-term incentive grant to the Managing
Director because it appropriately aligns the Managing
Director’s remuneration with shareholder returns. Your
directors (in the absence of the Managing Director)
therefore recommend shareholders approve the 2025
Grant and the Managing Director’s participation in the
2025 LTIP.
Notice of Annual General Meeting 2024 Downer EDI Limited12

Explanatory Memorandum for Shareholders
Voting exclusions
The Company will disregard any votes cast in favour of
Item 4 by or on behalf of:
„
Mr Tompkins; or
„
associates of Mr Tompkins.
However, the Company need not disregard a vote cast in
favour of the resolution by:
„
a person as proxy or attorney for a person who is
entitled to vote on the resolution, in accordance with
directions given to the proxy or attorney to vote on the
resolution in that way; or
„
the Chair of the meeting as proxy or attorney for a
person who is entitled to vote on the resolution, in
accordance with a direction given to the Chair to vote
on the resolution as the Chair decides; or
„
a holder acting solely in a nominee, trustee, custodial
or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
—the beneficiary provides written confirmation to
the holder that the beneficiary is not excluded from
voting, and is not an associate of a person excluded
from voting, on the resolution; and
—the holder votes on the resolution in accordance
with directions given by the beneficiary to the holder
to vote in that way.
Shareholders should note that apart from Mr Tompkins no
Director is eligible to participate in any employee incentive
scheme in relation to the Company.
If you choose to appoint a proxy, you are strongly
encouraged to direct your proxy how to vote on Item 4
(Approval of Managing Director’s long-term incentive
2025) by marking any one of “For”, “Against” or “Abstain” on
the proxy form for that item of business. As set out in the
section on Appointing a Proxy, if you have appointed the
Chair of the meeting as your proxy and you do not mark
any of “For”, “Against” or “Abstain” on the proxy form, you will
be expressly authorising the Chair to vote any proxies held
by him in favour of Item 4 (Approval of Managing Director’s
long-term incentive) even if that item is connected directly
or indirectly with the remuneration of a member of KMP for
the Downer Group.
The Chair of the meeting intends to vote any undirected
proxies in favour of Item 4 (Approval of Managing Director’s
long-term incentive 2025).
ITEM 5
Appointment of PricewaterhouseCoopers
(PWC) as auditor of the Company
KMPG has been the auditor of the Company since 2014.
On 4 March 2024, the Company announced that it
pleaded a defensive Third-Party Statement of Claim and
proportionate liability defence against KPMG.
Consequently, KPMG submitted the Application for ASIC
consent to resign as an auditor of a public company on
5 March 2024 having identified a conflict of interest. On
15 March 2024, ASIC consented to the resignation of KPMG
as to take effect on the later of the day specified in the
notice of resignation or the day when the disclosure about
details of outgoing auditor, proposed incoming auditor
and the reason for the change in auditor are made by the
Company.
The Company commenced a process to appoint a
replacement auditor for the financial year ending 30 June
2024. Following a tender process, which included a
detailed review and assessment of the capabilities of
alternative audit service firms, the Directors proposed the
appointment of PricewaterhouseCoopers (PWC) as auditor
of the Company. Having received the consent from PWC to
act as auditor, the Company announced the appointment
of PWC as auditor of the Company on 10 April 2024.
Under the Corporations Act, the appointment of PWC as
auditor is effective up to the next AGM of the Company,
where shareholders must approve the appointment of
the new auditor. In accordance with section 327B(1)(b) of
the Corporations Act, the Company is seeking shareholder
approval for the ongoing appointment of PWC as the
auditor of the Company.
In accordance with section 328B(1) of the Corporations
Act, notice in writing nominating PWC as auditor has been
given to the Company by a member. A copy of this notice
is included in this Notice of Meeting.
Board recommendation
The Directors unanimously recommend that shareholders
vote in favour of this resolution. The Chair of the meeting
intends to vote any undirected proxies in favour of Item 5
(Appointment of PWC as auditor of the Company).
By order of the Board
Robert Regan, Company Secretary
Sydney, 16 October 2024

Notice of Annual General Meeting 2024 Downer EDI Limited13

Explanatory Memorandum for Shareholders
The Company Secretary
Downer EDI Limited ACN 003 872 848 (Company)
Triniti Business Campus
Level 2, Trinity III
39 Delhi Road
North Ryde NSW 2113

16 September 2024



Dear Company Secretary

Re: Notice of nomination of proposed auditor
I Robert John Regan, being a member of the Company, in accordance with section 328B of the
Corpoations Act 2001 (Cth) nominate PricewaterhouseCoopers, of One International Towers
Sydney, Watermans Quay, Barangaroo NSW 2000 to be appointed as the auditor of the
Company.

Yours faithfully

Robert John Regan




Notice of Annual General Meeting 2024 Downer EDI Limited14

ALBANY STREET
POLE LANE
CHANDOS STREET
PACIFIC HWY
CLARKE STREET
LITHGOW STREET
CLARKE LANE
NICHOLSON STREET
RIVER ROAD
ST LEONARDS
STATION
NEWLANDS
PARK
WILLOUGHBY ROAD
OXLEY STREET
Public transport
The closest train station is St Leonards. There are several
bus routes from the city and further north or west that
stop in Crows Nest and/or St Leonards. For information
about train and bus times, please call 131 500 or visit
www.transportnsw.info.
Parking
On-street parking near the Centre is generally metered
parking (2P or less) with strictly enforced regulations. The
Hume Street Car Park is located directly across from the
Northside Conference Centre. There are three additional
parking stations in close proximity to the venue which are:
Holtermann Street, Nicholson Street and Alexander Street.
Go paperless
We encourage you to change your report preferences
to electronic delivery. To change your preferences or
update your details please contact Computershare
on the details provided below or online at:
http://www.computershare.com.au/easyupdate/dow.
Further information
If you would like any further information regarding
Downer’s AGM, please contact the Company’s share
registry, Computershare, on 1300 556 161 if calling within
Australia or +61 3 9415 4000 if calling from outside Australia.
Information about Downer
Information about Downer’s FY24 performance can
be read in the Annual Report and Sustainability Report
available at www.downergroup.com.
Getting
there
Notice of Annual General Meeting 2024 Downer EDI Limited15

DOWNER EDI LIMITED ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
PO Box 1823, North Ryde NSW 2113
T +61 2 9468 9700
F +61 2 9813 8915
W www.downergroup.com

SRN/HIN: I9999999999
Phone:
1300 556 161 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
DOWNER EDI LIMITED
ABN 97 003 872 848
Downer EDI Limited Annual General Meeting
Control Number: 999999
PIN: 99999
The Downer EDI Limited Annual General Meeting will be held on Wednesday, 20 November 2024 at 11:00am
(AEDT). You are encouraged to participate in the meeting using the following options:
To lodge a proxy, access the Notice of Meeting and other meeting documentation visit
www.investorvote.com.au and use the below information:
MAKE YOUR VOTE COUNT
For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Monday,
18 November 2024.
TO VIEW THE MEETING VIA WEBCAST
If you cannot attend the AGM in-person, we encourage you to watch the AGM via a live
webcast by visiting https://publish.viostream.com/app/s-rki9f7p on your smartphone, tablet or
computer.
Please note that you will not be able to vote, ask questions or make comments, so we
encourage you to submit any questions that you have in advance of the meeting and appoint a
proxy to vote on your behalf.
The meeting will be held at:
The Auditorium, Northside Conference Centre, Oxley Street (Cnr Oxley Street and Pole Lane),
Crows Nest, NSW 2065
ATTENDING THE MEETING IN PERSON
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form
and may elect not to receive annual reports. To do so, contact Computershare.
DOW
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000001
*L000001*

SRN/HIN: I9999999999
DOW
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
DOWNER EDI LIMITED
ABN 97 003 872 848
XX
For your proxy appointment to be effective it
must be received by 11:00am (AEDT) on
Monday, 18 November 2024.
All your securities will be voted in accordance with your directions.
YOUR VOTE IS IMPORTANT
Phone:
1300 556 161 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Proxy Form
Lodge your Proxy Form:How to Vote on Items of Business
Online:
Lodge your vote online at
www.investorvote.com.au using your
secure access information or use your
mobile device to scan the personalised
QR code.
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the
meeting you will need to provide the appropriate “Appointment of Corporate
Representative”. A form may be obtained from Computershare or online at
www.investorcentre.com/au and select "Printable Forms".
PARTICIPATING IN THE MEETING
SIGNING INSTRUCTIONS FOR POSTAL FORMS
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
By Fax:
Your secure access information is
APPOINTMENT OF PROXY
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
Control Number: 999999
PIN: 99999
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, at least one of the
securityholders must sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry,
please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the company (pursuant to section 204A
of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also
sign alone. Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please sign in the appropriate place to indicate the office
held. Delete titles as applicable.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes
opposite each item of business. If you do not mark a box your proxy may vote or abstain as
they choose (to the extent permitted by law). If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
percentage or number of securities you wish to vote in the For, Against or Abstain box or
boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the
meeting and vote on a poll. If you appoint two proxies you must specify the percentage of
votes or number of securities for each proxy, otherwise each proxy may exercise half of the
votes. When appointing a second proxy write both names and the percentage of votes or
number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
You may elect to receive meeting-related
documents, or request a particular one, in
electronic or physical form and may elect
not to receive annual reports. To do so,
contact Computershare.
Samples/000001/000002/i12
*M00000112Q02*


I 9999999999
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act
generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the
extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Downer EDI Limited to be held at The Auditorium, Northside
Conference Centre, Oxley Street (Cnr Oxley Street and Pole Lane), Crows Nest, NSW 2065 and as a virtual meeting on Wednesday, 20
November 2024 at 11:00am (AEDT) and at any adjournment or postponement of that meeting.
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting
as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 3
and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 3 and 4 are connected directly or
indirectly with the remuneration of a member of key management personnel, which includes the Chair.
Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on
Resolutions 3 and 4 by marking the appropriate box in step 2.
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the
Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
IND
DOW311511A
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
XX
Appoint a Proxy to Vote on Your Behalf
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
Proxy Form
Please markto indicate your directions
I/We being a member/s of Downer EDI Limited hereby appoint
the Chair
of the Meeting
OR
PLEASE NOTE: Leave this box blank if
you have selected the Chair of the
Meeting. Do not insert your own name(s).
Step 1
Step 2
Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
This section must be completed.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
Update your communication details
By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile NumberEmail Address
(Optional)
Signature of Securityholder(s)
Step 3
ForAgainstAbstain
Resolution 2Election of Director - Mr Peter Barker
Resolution 3Adoption of Remuneration Report
Resolution 4Approval of Managing Director’s Long-term Incentive (LTI)
Resolution 5Appointment of PricewaterhouseCoopers (PWC) as auditor of the Company
Date
/ /

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