Downer EDI Limited/Announcement
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HY25 Results Presentation

Half Year Results12 February 2025DOWIndustrials

1H25 ResultsPresentation
For the six months ended 31 December 2024

13 February 2025

Downer 1H25 Results
2

Diversified exposure to growth sectors building long-term value

Energy transition

Population growth

Defence spending

Local industry revitalisation

Differentiators

Sovereign provider with

enduring customer relationships

and strong brand

Robust risk management

and governance framework

Market leadership with capabilities

built around stable cores

Strong culture of performance

and investment in our people

Sectors

Energy & Utilities

Telecommunications

Water

Power & Gas

Energy Networks

Industrial & Energy

Transport

Road Services

Rail & Transit Systems

Projects

Airports

Facilities

Government

Health & Education

Defence

The Downer advantage

Downer 1H25 Results
3

We have confidence in our market positions, medium-term market outlook and ongoing growth potential.

Planningis underway for a measured transition from turnaround to sustainable growth.

Key takeaways

Turnaround is on track

with more work to realise full potential

Positive earnings

improvement achieved

across all segments

Margin growth driven by focus

on revenue quality, enhanced

riskguardrails, back-to-basics

contracting disciplines, exiting

underperforming businesses

and cost out benefits

Cash backed earnings and

capital discipline are improving

free cash flow, strengthening

the balance sheet, and

providing greater capital

management flexibility

Accelerated delivery of cost

reductions exceeded targets,

helping to partially offset

softnessin some markets

Performance culture reset

supported by new

leadership, strengthened

governance and an

enhanced performance

model

High quality diversified

portfolio delivering

earnings resilience

in varied market conditions

Efficiencies achieved in

merged Industrial & Energy

and Utilities businesses,

which have been reclassified

from Facilities to the Energy &

Utilities segment

Significant tender activity

ongoing in 2H25 –

Defence EMOS,power

telecommunications, and

road maintenance

Downer Group 1H25 ResultsDowner 1H25 Results
4

Turnaround on track

Pro forma numbers are used throughout this presentation to provide a like for like comparison between reporting periods. Pro forma reflects the statutory results adjusted for ISI and

excludes the revenue and EBITA contribution relating to completed divestments. Refer to slide 24 for reconciliation.

Footnotes are presented on slide 29.

+37%

EBITACost out

$180m

Statutory NPAT

$75.5m

Leverage ratio

1.3x

Revenue

$5.5bn

Cash conversion

94%

NPATA

+70%

Interim dividend

10.8 cps

+80%

75% franked

60% payout ratio

Pro forma

1,2

$204.4mTarget upsized to $200m

by end of FY25

(annualised gross cost)

3

Normalised underlying

6

+650bp on 88% in 1H24

Pro forma

1,4

down 5.2% on 1H24

+4.7% from $72.1m in 1H24Net debt to EBITDA

5

from 1.4x at Jun-24

Pro forma

1,2

$127.3m

1H24

2.6%

1H25

3.7%

1H23

2.1%

110bp

160bp

3.7%

Performance driven by higher quality

work, cost out and improved delivery

EBITA margin

Downer 1H25 Results
5

02468

Transport

Performance overview

•Improvement in profitability driven by NZ Transport & Infrastructure,Rail & Transit Systemsand

overhead cost reductions

•Transport agencyinvestment in road surfacing remains subdued in AU

•Positive delivery of airport projects and commencement of NZ$800m Auckland Airport Domestic

Jet Terminal

•QTMP ongoingramp up, currently progressing stages of design and construction in readiness

for local rollingstock manufacturing at Torbanlea in QLD*

•Fortescue Zero partnership to support its ambition to develop Battery Electric and Hybrid

Locomotives

•Following a strategic review, negotiations commenced with Keolis to divest our 49% interest in

Keolis Downer (reclassified to asset held for sale in 1H25)

•Yarra Trams VIC contract completed in Nov-24 with commercial close process ongoing

Positioned for ongoing profitability improvement with good

underlying sector fundamentals in the medium-term

Road Services, Rail & Transit Systems, Projects, and Airports

All numbers are pro forma unless stated otherwise. Refer to footnote 1 on slide 29.

* Refer to slide 22for further details.

EBITA margin

4.7% 1.4pp

EBITA

$129.4m 31.9%

79.6

1H24

1H25

98.1

1H23

129.4

3.1%

1H24

1H25

3.3%

1H23

4.7%

EBITA $mEBITA % margin

Revenue

$2.7bn 7.1%

2,561.5

1H24

1H25

2,950.0

1H23

2,741.1

Revenue $m

FY25

FY26

FY27

FY28

FY29

FY30+

Sector fundamentals and key drivers

•Underlying sector fundamentals of population and urban growth shaping long-terminfrastructure

requirements in road and rail with forward pipeline aligned to core services; maintenance,

operations and asset renewal segments fundamental to transport network function

•Scale, market leadership and competitive advantages of integrated value chain, supported by

strategic fixed asset investments, and long-term government relationships

•Upcoming trans-Tasman road maintenance opportunities with funding directed to NZ road projects

•Transport agency expenditure is expected to return to historical average levels over time to align

network maintenance with community expectations

•Well positioned to support customers in the energy transition and their decarbonisation

commitments with innovation in road science and Battery Electric and Hybrid Locomotives

•Emerging markets, including data and digital services, and demand for long-term asset

management provide sustainable growth

0.5% on 30-Jun-24

Work-in-hand

$19.3bn

Downer 1H25 Results
6

00.511.52

FY29

FY25

FY26

FY27

FY28

FY30+

Energy & Utilities

All numbers are pro forma unless stated otherwise. Refer to footnote 1 on slide 29.

Industrial & Energy business reclassification from Facilities to Energy & Utilities segment –refer slide 28 for financial impact.

1H24

1H25

37.9

1H23

52.6

7.2

1,553.4

1H24

1H25

1,678.4

1H23

1,578.8

Performance overview

•Merged Utilities and Industrial & Energy businesses and refreshed leadership have provided

enhanced capabilities to pursue energy transition opportunities, overhead efficiencies, and

improved earnings

•Enhanced governance practices driving repeatable, improved project performance

•Telco outperformance driven by strong investment in network upgrades in AU

•Stabilisation and closeout of low-margin contracts, particularly in Water and Energy Networks,

including non-renewal and demobilisation of $200m p.a. powermaintenance contract

completing in Jul-25

•Customer investment in Power Network build out continues to underpin an increase in secured

work

•Revenue impacted by softer NZ infrastructure market and deferrals of maintenance shutdown

work in industrial and power generation, partially offset by overhead cost reductions

Sector fundamentals and key drivers

•Key growth sector for the Downer Group

•Macro trendsof energy transition and decarbonisation, population growth, asset renewal and

technology advancements shaping the long-term sector outlook –closely aligned with core

capabilities and deep technical expertise

•Market leader well positioned for investment cycle in new power transmission infrastructure&

storage to connect to renewable generation

•Positive pipeline of investment in upgrades and maintenance of aging water infrastructure in

AU&NZ

•Telco transitions to network maintenance and 6G planning

Turnaround on track and positioned to benefit from key macro

trends to target above cycle growth in power and water

Telecommunications, Water, Power & Gas, and Industrial & Energy

EBITA margin

EBITA

Revenue

EBITA $mEBITA % marginRevenue $m

3.3% 1.0pp

$52.6m 38.8%

$1.6bn 5.9%

1H24

1H25

2.3%

1H23

3.3%

0.5%

$5.3bn

10.2% on 30-Jun-24

Work-in-hand

Downer 1H25 Results
7

Facilities

Performance review

•Improving operating leverage driven by enhanced contract performance management, and pricing

and cost management disciplines

•Operating model changes, process standardisation and system modernisation driving overhead

reductions

•Exit of non-core businesses including NZ Catering divestment (completed in 1H25) and one other

divestment to a preferred party (reclassified to asset held for sale in 1H25) expected to result in

~40%workforce reduction of ~5,000

•Long-term contracts underpinning WIH and pipeline, supported by renewals and new awards,

including the Defence Riverina Redevelopment Project in Dec-24

•Outcome of the Defence EMOS tender expected in 2H25, a key contract renewal for Group in 2025

Sector fundamentals and key drivers

•Fundamental drivers include aging population, population growth, housing, increasing sovereign

capability requirements, digital transformation and government outsourcing trends

•Market-leading positions centred around maintenance, support operations, and asset renewal

provides multiple paths for sustainable growth

•Uniquely positioned as experienced sovereign provider with on-shore labour resources and

capabilities

•Fiscal pressures on government budgets expected to create opportunity for innovation in

government service delivery models across core segments

•Defence market growth underpinned by strategic initiatives to grow capabilities, AUKUS

readiness, infrastructure investment and northern posture focus

•Breadth of capability in Defence sector across advisory, management contracting, asset lifecycle

and upgrades and facilities maintenance driven by Defence spending projections

1,218.0

1H24

1H25

1,071.5

1H23

1,111.2

01234

FY29

FY25

FY26

FY27

FY28

FY30+

1H24

1H25

6.3%

1H23

6.5%

6.3%

All numbers are pro forma unless stated otherwise. Refer to footnote 1 on slide 29.

Industrial & Energy business reclassification from Facilities to Energy & Utilities segment –refer slide 28 for financial impact.

77.0

1H24

1H25

67.9

1H23

71.7

Predictable long-term contracts delivering essential services to

customer base

Government, Health & Education, and Defence

EBITA margin

EBITA

Revenue

EBITA $mEBITA % marginRevenue $m

6.5% 0.2pp

$71.7m 5.6%

$1.1bn 3.7%

Work-in-hand

$12.9bn

3.0% on 30-Jun-24

7

Downer 1H25 Results
8

Downer 1H25 Results

8

19.4

19.3

5.9

5.3

13.3

12.9

TransportEnergy & UtilitiesFacilities

Long-dated

Diversified

by industry

~90%

government related

~90%

services

8

$37.4bn work-in-hand

•Diversified portfolio of businesses with long-term contracts drives

resilience during cycles and underpins a solid order book

•Targeted improvement in risk profile of work-in-hand (WIH) with focus on

quality of revenue, risk appetite reset, exit ofunderperforming businesses

and run-off of low margin work

•Soft market conditions relating to AU transport agency spend levels and

NZ infrastructure markets

•Medium-term outlook for core addressable markets remains positive

including significant tender activity ongoing in 2H25 –Defence EMOS,

telecommunications, power and road maintenance

•Strong win rate for new work above historical average

•WIH profile reflects the progressive completion of large contracts

including QTMP, non-recurring water construction contracts nearing

completion, the non-renewal and demobilisation of the VIC power

maintenance contract, and pending renewals of industrial and energy

and Defence EMOS contracts

All numbers are pro forma unless stated otherwise. Refer to footnote 1 on slide 29.

ProfileMovement

7

$38.5bn

$37.4bn

▼2.9%

▼(0.4)

-3.0%

▼(0.1)

-0.5%

▼(0.6)

-10.2%

Jun-24Dec-24

02468101214

TransportEnergy & UtilitiesFacilities

FY30+

FY29

FY28

FY27

FY26

FY25

Downer 1H25 Results
9

ESG update

Included in the S&P Global Sustainability

Yearbook 2025

Fifth consecutive year

Social

Investing in our people and

enhancing the employee

experience

Governance

Committed to enhancing

internal controls and

processes

Board renewalcontinued

Enterprise Program Management

Office established to coordinate

key strategic projects

2.24

TRIFR

1H24:2.77

0.85

LTIFR

1H24:0.96

Reconciliation Action Plan

2025 to 2027

Inclusion & Belonging

Strategy and Action Plan

2024 to 2026

ACCC Dec-24 announcement:

Downer categorically denies the

ACCC’s allegations of historical

contraventions of Australian

competition law and will vigorously

defend any proceedings

Zero

Significant environmental

Cat 4+ incidents

Environmental

Maintain our license to

operate and focus on planned

GHG emissions reductions

Sustainability Linked Loan (SLL)

Progressing towards achieving the

sustainability performance target thresholds

The Downer Difference,

our high-performance

culture

159.7 ktCO

2

-e

Absolute Scope 1 and 2

GHG emissions

2.1% reduction

on 1H24:163.1 ktCO

2

-e

Safety

Launched

12 month rolling frequency rates

Downer 1H25 Results
1010

10

Financial performance

10

Downer 1H25 Results
11

Group financials

•Statutory revenue reduced 6.5% impacted by divestments, reduced AU transport agency spend, soft discretionary infrastructure spend in NZ,

and risk guardrail reset

•Statutory NPAT grew 4.7% to $75.5mand statutory EBITA grew 7.8% to $150.1m; result impacted by divestments,restructuring charges and

impairments

•Pro forma EBITA margin increased to 3.7% from 2.6% in 1H24; 37.1% pro forma EBITA growth to $204.4m

•Earnings growth matched with 94.2% cash conversion (normalised), an improvement of 650bp on 1H24

•Strengthened balance sheet with net debt to EBITDA of 1.3x, down from 1.4x at 30 June 2024

Statutory

Underlying

9

(excl. ISI)

Pro forma

1

(excl. divestments)

($m)1H251H24Change1H251H24Change1H251H24Change

Total revenue

4

5,221.25,583.2(6.5%)5,505.76,025.9(8.6%)5,486.75,785.3(5.2%)

EBITA

2

150.1139.27.8%204.3150.535.7%204.4149.137.1%

EBITA

2

%2.9%2.5%0.4pp3.7%2.5%1.2pp3.7%2.6%1.1pp

NPATA

2

87.280.28.7%127.276.167.1%127.374.970.0%

NPAT75.572.14.7%120.168.076.6%120.266.879.9%

Downer 1H25 Results
12

Reconciliation to statutory result

Pro forma to statutory EBITA ($m)

1,2,9

204.4

204.3

(19.8)

(11.5)

(15.7)

150.1

(0.1)

(7.2)

Proforma EBITADivestedUnderlying EBITADivestmentsTransformationReg and legalImpairmentStatutory EBITA

0

50

100

150

200

250

-Accelerated amortisation, write-downs and impairment of

IT assets $11.1m

-Termination of surplus vehicle leases and office space,

and asbestos related site rectification costs $4.6m

Underlying

EBITA

Net loss on

divestments

including exit

costs

Transformation

and restructure

costs

Regulatory

reviews and

legal matters

Impairment,

asset write-

downs

and other

Statutory

EBITA

Earnings from

divestments

Pro forma

EBITA

-Net loss of divestment of Catering NZ business $16.5m

-Other exit costs, include divestment program related costs, $3.3m

Costs incurred in business reset:

-Redundancy and severance $7.2m

-Transformation program (including IT) $4.3m

Net EBITA

contribution from

divestments

completed in the

period removed

(not in go forward

earnings)

Refer to slide 24 and

25.

Downer 1H25 Results
13

Ongoing improvement in cash conversion

Disciplined back to basics focus –contract management, cash collection, resolution of variations and claims

(80.1)

(227.5)

639.8

837.6

220.1

(40.8)

(74.8)

(3.9)

11.9

(2.7)

0

200

400

600

800

1,000

1,200

1

2

3

Opening

cash

Operating

cash flow

Net capexPayment of

lease

liabilities

ITDividendsNet

divestments

Borrowings

and FX

Closing

cash

5

Advances

and receipts

from other

parties

4

2. Net capex

Net capex spend lower by

$5.6m or 12.1% dueto lower

Road Services business and

IT spend

4. Advances and receipts from

other parties

Includes KD JV loan settlement

$9.8m

5. Dividends

Payment relates to FY24 final

dividend 11.0 cps and ROADS

3. Payment of lease liabilities

Lower by $5.1m or 6.4% from

lease terminations and

consolidation of property leases

1. Operating cash flow

94% normalised cash

conversion

6

, up from 88% in

1H24

Free cash flow increased to $112.5m in 1H25 from $19.9m in 1H24

Downer 1H25 Results
14

Progress on capital allocation framework

•Operating cash flow –achieved target average cash conversion>90%

•Improved free cash flow has driven a further reduction in leverage

•Target leverage ratio updated to ~1.5x

•Tax –increase in tax payments enabled lift in franking to 75%

Securing

balance

sheet

Business

sustainability

Portfolio and

capital return

choices

Operating cash flow

Cash generated from

business performance

Interest / tax

Lease costs / maintenance capex

Capital recycling / growth capex / M&A

Target net debt to EBITDA

Excess OCF

Free cash flow

Maintenance dividends

Excess FCF

Special dividend / share buyback

•Capex –disciplined management of investing capital with ongoing support for organicgrowth

•Dividend policy –achieved top end of 50% to 60% payout ratio target range–reassess as

turnaround progresses and franking improves to 100%

•Earning the right to grow –focus on turnaround and optimising business performance, readying

for transition to growth as performance improvement gathers momentum

•Acquisitions / divestments –finalising non-core divestments in 2H25 with ongoing portfolio

management focus

•Strategic review of capital and funding structure underway with new initiatives to

simplify,create efficiencies, optimise structure and shareholder returns

Downer 1H25 Results
15

0

100

200

300

400

500

600

700

800

900

FY25FY26FY27FY28FY29FY30FY31FY32FY33

Debt maturity profile (A$m)

Syndicate bank facilities

A$ MTN

JPY MTN

USPP

Bilateral bank facilities

Group debt profile

•Compliant with all financial covenants

•Weighted average debt facility duration of 2.5 years

10

(2.9 years at 30 June 2024)

•Weighted average cost of debt of 5.6% in 1H25

•Commenced a strategic review of capital and funding structure

•Committed to maintaining Fitch BBB investment grade rating with Stable Outlook

•Sufficient headroom to fund the maturity of A$191m USPP maturing on 8 July 2025

Debt facilities $mJun-23Dec-23Jun-24Dec-24

Total limit

2,567.8

2,574.7 2,572.12,557.8

Drawn

1,592.8

1,237.7 1,307.11,082.8

Available

975.0

1,337.0 1,265.01,475.0

Cash

889.1

553.4 837.6639.8

Total liquidity

1,864.1

1,890.4 2,102.62,114.8

Net debt

11

703.7

684.3 469.5447.5

Leverage ratio

Net debt / EBITDA

5

2.0x

1.8x 1.4x1.3x

Downer 1H25 Results

15

16
DownerInvestor Presentation 202516

Priorities

and outlook

16

Downer 1H25 Results
17

Downer 1H25 Results

17

Momentum in our turnaround

Portfolio

•Three divestments in progress reclassified to assets held for sale, including a sale agreement executed

on the Laundries divestment

•Completed Catering divestment

Simplify portfolio

Cost out

•$180m cumulative annualisedgross cost out

3

achieved –on track for $200m target by end of FY25

•Business unit contribution plus acceleration and uplift in savings to mitigate softness in some markets

•Ongoing efficiencies in Corporate (IT, Shared Services)

Efficient operating model

Transformation update: on targetProgress in 1H25

Leadership

& culture

•Refreshed leadership: 75% of ELT and 26% of SLTpromoted / new to Downer

•Launch of 'The Downer Difference' in 1H25 with embedment of new performance culture underway

•New leadership programs, performance management and remuneration framework reviews in progress

Driving a performance culture

Project

margins

•Enhanced tendering governance in place

•Enhancements to risk appetite / guardrails in progress

•Back to basics focus and lifting contracting disciplines

•Project Delivery Excellence program underway

•Uplift in project performance reporting in progress

•Upgrading work and project management solutions to improve project control, productivity, efficiency and

build competitive advantage

•Ongoing progress in derisking project exposures

Tendering / governance

Project delivery

FY24

FY24

FY24

FY24

FY24

1H25

1H25

1H25

1H25

1H25

Downer 1H25 Results
18

1H25 performance was in line with expectations.

We are continuing to focus on building a high-quality order

book with adherence to enhanced risk guardrails and

operating disciplines.

We are targeting ongoing improvement in EBITA margin

performance across each of our segments.

Market conditions are expected to remain varied, particularly

lower Australian transport agency spend and softer economic

conditions in New Zealand.

For FY25we are targeting underlying NPATA of between

$265m to $280m assuming no material change in

economic conditions or market demand, and no material

weather disruptions*.

>4.5%

average EBITA margin

across FY25 and FY26

These targets are reflected in the LTI scorecard

gates and are not provided as guidance.

≥4.2%

minimum threshold

EBITA margin in FY25

FY25 Group outlook

* Forward looking statements, including FY25 underlying NPATA guidance, are to be read in conjunction with the

important notice and disclaimer on slide 30.

Managementtarget EBITA margin

12

19
Supplementary

information

Downer 1H25 Results
20

Purpose, Pillars & Culture

Downer 1H25 Results
21

Diversified portfolio across

Transport, Energy & Utilities and Facilities

1H25

Total Revenue

$5.5bn

1,4

Transport

51%

1H25

Segment

EBITA

$253.7m

1,2

All numbers are pro forma unless stated otherwise. Refer to footnote 1 on slide 29.

Downer 1H25 Results
22

Queensland Train Manufacturing

Program (QTMP) ramp up

Leading provider of rollingstock asset management services in AU,

with expertise across every project phase from design and

manufacture to through life support, fleet maintenance and overhaul

•Largest investment in new rollingstock in Queensland history

•~$4.6bn project commenced in Jun-23

•Ongoing ramp up, currently progressing stages of design and construction in

readiness for local rollingstock manufacturing

Downer will deliver:

•65 six-car passenger trains

•Two training simulators

•Purpose built train manufacturing facility at Torbanlea, QLD

•Maintenance facility at Ormeau, QLD

•Passenger train maintenance

Component

Revenue

proportion

Delivery profile

Manufacturing & maintenance facilities~35%

Fleet delivery~45%

Maintenance (through life support)~20%Transition inFull fleet

FY23FY27FY33

Downer Group 1H25 ResultsDowner 1H25 Results
23

$180m cumulative annualised cost out

3

achieved

$180m

Cumulative annualised gross cost

out achieved since transformation

program initiated in Feb-23

050100150200250

1H25

FY24

1H24

AchievedRemaining

On track to achieve upsized target

$200m

By end of FY25

2H25 run rate benefit expected from

the $50m gross cost out in 1H25

$45m

$20m$180m

$130m

$20m

$80m

>$100m target by end of FY25

Announced 27-Feb-23

$175m target by end of FY25

Announced 14-Feb-24

$200m target by end of FY25

Announced 13-Feb-25

Downer 1H25 Results
24

Reconciliation of pro forma to statutory result ($m)EBITEBITA

2

Net finance costTax expense

13

NPATA

2

Amortisation of

acquired

intangibles

(post-tax)NPAT

Pro forma result194.2204.4(40.4)(36.7)127.3(7.1)120.2

Net divestment contribution(0.1)(0.1)--(0.1)-(0.1)

Underlying

9

result194.1204.3(40.4)(36.7)127.2(7.1)120.1

Net loss on divestments and exit costs(23.6)(19.8)

-

3.9(15.9)(2.7)(18.6)

Transformation and restructure costs(11.5)(11.5)

-

3.5(8.0)

-

(8.0)

Regulatory reviews and legal matters(7.2)(7.2)

-

2.1(5.1)

-

(5.1)

Impairment, asset write-downs and other(18.4)(15.7)

-

4.7(11.0)(1.9)(12.9)

Total individually significant items

(60.7)(54.2)-14.2(40.0)(4.6)(44.6)

Statutory result

133.4150.1(40.4)(22.5)87.2(11.7)75.5

Reconciliation of pro forma to statutory result

Downer 1H25 Results
25

($m)

1H25

Pro forma

1H25

Divestments

impact

1H25

Underlying

9

1H24

Pro forma

1H24

Divestments

impact

14

1H24

Underlying

9

Transport

Revenue2,741.14.22,745.32,950.0146.73,096.7

EBITA129.4(0.6)128.898.12.7100.8

EBITA %4.7%(14.3%)4.7%3.3%1.8%3.3%

Energy & Utilities

Revenue1,578.8-1,578.81,678.44.91,683.3

EBITA52.6-52.637.90.838.7

EBITA %3.3%-3.3%2.3%16.3%2.3%

Facilities

Revenue1,111.214.81,126.01,071.589.01,160.5

EBITA71.70.572.267.9(2.1)65.8

EBITA %6.5%3.4%6.4%6.3%(2.4%)5.7%

Corporate

Revenue55.6-55.685.4-85.4

EBITA(49.3)-(49.3)(54.8)-(54.8)

Group

Revenue5,486.719.05,505.75,785.3240.66,025.9

EBITA204.4(0.1)204.3149.11.4150.5

EBITA %3.7%(0.5%)3.7%2.6%0.6%2.5%

Pro forma, which excludes results of divested operations, provides

additional information on the impact of the divestment program over the

last two years.

In 1H25, one divestment completed and three pending divestments were

reclassified to assets held for sale.

Assets held for sale reflected in

pro forma and underlying result

Segment

Interest of 49% in Keolis Downer Pty LtdTransport

Interest of 29.9% in HT Hold Co Pty Ltd

(an Australian laundries business)

Unallocated

OtherFacilities

Divestments excluded from

pro forma result

SegmentCompleted

Catering NZFacilities1H25

Repurpose It joint ventureTransport1H24

VEC contractsTransport1H24

Advance Metering (smart-meter) assets

Energy &

Utilities

1H24

AE Smith New ZealandFacilities1H24

Asset and Development ServicesFacilities1H24

Australian Transport ProjectsTransport2H23

Reconciliation pro forma to underlying result

Downer 1H25 Results
26

Underlying

9

performance ($m)1H251H24Change

Totalrevenue

4

5,505.76,025.9

(8.6%)

EBITDA

357.6309.1

15.7%

Depreciation and amortisation

15

(153.3)(158.6)

3.3%

EBITA

2

204.3150.5

35.7%

Amortisation of acquired intangibles

(10.2)(11.6)

12.1%

EBIT

194.1138.9

39.7%

Netinterestexpense

(40.4)(47.4)

14.8%

Profit before tax

153.791.5

68.0%

Taxexpense

(33.6)(23.5)

(43.0%)

Netprofitaftertax

120.168.0

76.6%

NPATA

2

127.276.1

67.1%

EBITAmargin

3.7%2.5%

1.2pp

Effectivetaxrate

21.9%25.7%

(3.8pp)

ROFE

15.3%10.1%

5.2pp

Total dividend(cents per share)

10.86.0

80.0%

Underlying

9

segment performance ($m)1H251H24Change

Transport

128.8100.8

27.8%

Energy & Utilities

52.638.7

35.9%

Facilities

72.265.8

9.7%

Corporate (refer below)

(49.3)(54.8)

10.0%

Underlying EBITA

2

204.3150.5

35.7%

Total individually significant items

(54.2)(11.3)

(>100%)

Statutory EBITA

150.1139.2

7.8%

Underlying NPATA

2

127.276.1

67.1%

Statutory NPAT

75.572.1

4.7%

Corporate costs in the period impacted by the following:

▪Transformation resulted in changes to the role of Corporate, leading to a more efficient model

▪Cost reductions achieved with lower headcount across corporate functions

▪Decrease in insurancecosts

▪Cost reductions partially offset by cost increases in salaries, management incentives, CPI / cost

indexation of IT service agreements and property leases.

Group underlying financial performance

Downer 1H25 Results
27

Cash flow

Change in cash ($m)1H251H24Change

Total operating cash flow220.1168.2

30.9%

Net capex(40.8)(46.4)

12.1%

Payment of principal lease liabilities(74.8)(79.9)

6.4%

IT (3.9)(13.3)

70.7%

Advances to/from JVs and other11.9(8.7)

>100%

Free cash flow112.519.9

>100%

Dividends paid(80.1)(60.3)

(32.8%)

Divestments(2.7)70.7

(>100.0%)

Acquisitions (deferred settlement)-(1.3)

100.0%

Net repayment of borrowings(223.6)(366.6)

39.0%

Net decrease in cash(193.9)(337.6)

42.6%

Cash at the end of the period639.8553.4

15.6%

Total liquidity

2,114.81,890.4

11.9%

Cash conversion ($m)1H251H24Change

Underlying

9

EBIT

194.1138.9

39.7%

Add: Depreciation and amortisation

15

163.5170.2(3.9%)

Underlying

9

EBITDA

15

357.6309.1

15.7%

Operating cash flow

220.1168.2

30.9%

Add: Net interest paid

38.943.3

(10.2%)

Add: Tax paid

33.915.4

>100%

Adjusted operating cash flow

292.9226.9

29.1%

EBITDA conversion

81.9%73.4%

8.5pp

Normalised

6

EBITDA conversion

94.2%87.7%

6.5pp

Depreciation and amortisation ($m)1H251H24Change

Depreciation –PP&E

54.758.3

(6.2%)

Depreciation –right of use asset

70.874.8

(5.3%)

IT amortisation

15

21.325.5

(16.5%)

Amortisation of acquired intangibles

15

16.711.6

44.0%

Depreciation and amortisation

163.5170.2

(3.9%)

Downer 1H25 Results
28

1H24

Reconciliation ($m)

1H24

Reported

Impact of 1H25

Divestments

14

Business unit

reclassifications

1H24

Restated

SegmentRevenueEBITARevenueEBITARevenueEBITARevenueEBITA

Transport2,950.098.1----2,950.098.1

Energy & Utilities1,206.617.9--471.820.01,678.437.9

Facilities1,577.387.9(34.0)-(471.8)(20.0)1,071.567.9

Comparative

Financials ($m)

1H23

Restated

1H24

Restated

1H25

SegmentRevenueEBITARevenueEBITARevenueEBITA

Transport2,561.579.62,950.098.12,741.1129.4

Energy & Utilities1,553.47.21,678.437.91,578.852.6

Facilities1,218.077.01,071.567.91,111.271.7

1H24

Reconciliation ($m)

1H24

Reported

Business unit

reclassifications

1H24

Restated

SegmentRevenueEBITARevenueEBITARevenueEBITA

Transport3,096.7100.8--3,096.7100.8

Energy & Utilities1,211.518.7471.820.01,683.338.7

Facilities1,632.385.8(471.8)(20.0)1,160.565.8

Comparative

Financials ($m)

1H23

Restated

1H24

Restated

1H25

SegmentRevenueEBITARevenueEBITARevenueEBITA

Transport3,157.1101.93,096.7100.82,745.3128.8

Energy & Utilities1,558.37.91,683.338.71,578.852.6

Facilities1,369.872.71,160.565.81,126.072.2

Underlying

Reclassification of BU segments

Pro forma

Downer 1H25 Results
29

Notes

1.Pro forma reflects the statutory results adjusted for individually significant items (ISI) and excludes the revenue and EBITAcontribution relating to completed divestments to provide a like for like comparison between

reporting periods. 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. Refer to slides 24 and

25 for reconciliations.

2.Downer calculates and forecasts EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.

3.Cumulative annualised gross cost out since transformation program initiated in Feb-23.

4.Total revenue includes revenue and other income. Total revenue for underlying and pro forma is a non-statutory disclosure and also includes notional revenue from joint ventures and other alliances not proportionately

consolidated.

5.Net debt to EBITDA ratio is net debt $946.9m, comprising lease liabilities, borrowings, deferred finance charges, cross currencyand interest rate swaps, less cash, divided by underlying EBITDA (underlying EBIT and

statutory D&A).

6.Normalised underlying cash conversion has been adjusted to remove the cash outflows associated with FY24 and 1H25 ISI (not inunderlying EBITDA) totalling $43.8m (1H24 equivalent of $20.7m and $23.5m Australian

Transport Projects GST payment). Cash conversion is calculated as operating cash flow excluding tax and interest, divided by underlying EBITDA. Refer to slide 27.

7.Jun-24 work-in-hand has been restated to be comparable with Dec-24 segment classification, and to remove impact of divestments.

8.Non-services work in hand includes construction work-in-hand -NZ Projects (Transport), a portion of Water and Power & Gas (Energy & Utilities) and the construction component of QTMP (Transport).

9.The underlying result is a non-IFRS measure that is used by management to assess the performance of the business and includes the contribution of divested businesses. Non-IFRS measures have not been subject to

audit or review. Refer to slide 24 for reconciliation to statutory results.

10.Based on the weighted average life of debt facilities (by A$m limit).

11.Excludes lease liabilities, deferred finance charges, cross currency and interest rate swaps.

12.The management targets, ≥4.2% minimum threshold EBITA margin in FY25 and >4.5% average EBITA margin across FY25 and FY26, areincorporated into Downer’s long-term incentive plan and are not provided as

guidance.

13.Tax expense of $36.7m is calculated by adjusting underlying tax of $33.6m and $3.1m tax on amortisation of acquired intangible assets.

14.The comparative 1H24 period has been amended to remove the contribution of businesses divested in 1H25 per slides 28.

15.Amortisation expensed within ISI of $12.7m comprises $6.5 million of accelerated amortisation of acquired intangible assets and $6.2m of IT amortisation. Underlying EBITDA is calculated as underlying EBIT and statutory

depreciation and amortisation.

All amounts are presented in Australiandollars which is the Company’s functional and presentation currency.

In some instances, totals may not add due to rounding.

Downer 1H25 Results
30

Important notice and disclaimer

The information in this presentation has been prepared by Downer EDI Limited ABN 97 003 872 848 (Downer or the Company) and includes general background information about Downer’s activities current as at the date of

this presentation. This information is given in summary form and does not purport to be complete.

This presentation 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 financialperformance 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 areoutside 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.

Factors that could cause actual results or performance to differ materially include without limitation the following: volatilityin customer demand for services, weather-related challenges and impacts and uncertainty in general

economic conditions. The Company assumes no obligation to update such statements, subject to disclosure obligations under theapplicable law and ASX listing rules. Past performance information in this presentation is given

for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

The information contained in this presentation may include information derived from publicly available sources that have not been independently verified.

To the maximum extent permitted by law, the Downer disclaims all responsibility for the information in this presentation being inaccurate or incomplete in any way for any reason.

This presentation is not, and is not intended to constitute, financial advice, or an offer or an invitation, solicitation or recommendation to acquire or sell Downer shares or any other financial products in any jurisdiction and is not a

prospectus, product disclosure statement, disclosure document or other offering document under Australian law or any other law. This presentation also does not form the basis of any contract or commitment to sell or apply for

securities in Downer or any of its subsidiaries. It is for information purposes only. Downer does not warrant or represent that the information in this presentation is free from errors, omissions or misrepresentations or is suitable

for your intended use. The information contained in this presentation has been prepared without taking account of any person’s investment objectives, financial situation or particular needs and nothing contained in this

presentation constitutes investment, legal, tax or other advice. The information provided in this presentation may not be suitable for your specific needs and should not be relied upon by you in substitution of you obtaining

independent advice. Subject to any terms implied by law and which cannot be excluded, Downer accepts no responsibility for any loss, damage, cost or expense (whether direct or indirect) incurred by you as a result of any

error in, omission from or misrepresentation in this presentation.

Unless otherwise specified all information is for the period ended 31 December 2024.

Certain financial data included in this presentation 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 presentation. These measures have not been subject to audit or review.

This presentation should be read in conjunction with Downer’s other periodic and continuous disclosure announcements lodged withASX. In particular, this presentation forms part of a package of information about Downer. It

should be read in conjunction with Downer's Appendix 4D and Half Year Report also released today.

The information in this presentation remains subject to change without notice. Circumstances may change and the contents of thispresentation may become outdated as a result.

Forward-looking statements and statements regarding other information contained in this presentation may also be made –verballyand in writing –by members of the Company’s management in connection with this

presentation. Such statements are also subject to the same limitations, uncertainties and assumptions which are set out in this presentation.

Downer 1H25 Results
31

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.