Results of Meeting

Page 1 of 2

20 November 2024



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


Dear Officer

RE: Results of Downer EDI Limited 2024 Annual General Meeting

In accordance with Listing Rule 3.13.2, it is confirmed that the resolutions relating to the following
matters were put to the Annual General Meeting of Downer EDI Limited held on Wednesday,
20 November 2024:

Item 2 Election of Director – Peter Barker
Item 3* Adoption of the Remuneration Report
Item 4 Approval of Managing Director’s Long-Term Incentive (LTI)
Item 5 Appointment of Price WaterhouseCoopers (PwC) as auditor of the Company
* This resolution is advisory only and does not bind the Directors of the Company.

The above matters were decided on a Poll.

In accordance with section 251AA(2) of the Corporations Act, the following Proxy Information is
provided in relation to instructions given to validly appointed proxies as at proxy close:

Instructions given to validly appointed proxies
FOR AGAINST ABSTAIN OPEN
Election of Director – Peter Barker 549,980,656
99.75%
715,061
0.13%
62,802

666,564
0.12%
Adoption of the Remuneration Report 536,227,512
97.36%
13,867,179
2.52%
663,828

666,564
0.12%
Approval of Managing Director’s Long-Term
Incentive (LTI)
549,106,524
99.60%
1,557,488
0.28%
100,774

660,297
0.12%
Appointment of Price WaterhouseCoopers (PwC)
as auditor of the Company
550,418,846
99.84%
218,501
0.04%
122,172

665,564
0.12%




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

Page 2 of 2

In accordance with section 251AA(2) of the Corporations Act, the following information is provided in
relation to the number of votes cast on the Polls:

Total number of votes cast on Polls
FOR AGAINST ABSTAIN RESULT
Election of Director – Peter Barker 550,936,709
99.87%
715,061
0.13%
62,802

Passed

Adoption of the Remuneration Report 537,014,004
97.48%
13,867,379
2.52%
663,828

Passed
Approval of Managing Director’s Long-Term
Incentive (LTI)
549,933,339
99.72%
1,557,688
0.28%
100,774

Passed
Appointment of Price WaterhouseCoopers (PwC)
as auditor of the Company
551,368,699
99.96%
223,701
0.04%
122,172

Passed




Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary

Authorised for release by Downer’s Group General Counsel and Company Secretary, Robert Regan.