FY25 Results Presentation

FY25 Results Presentation
For the twelve months ended 30 June 2025
21 August 2025

2
FY25 Results
We are a leading provider of
integrated services across
Australia and New Zealand,
delivering and maintaining
essential infrastructure that
enables communities to thrive.
Enabling communities
to thrive

3
FY25 Results
Sustainable
growth
opportunities
Defence
spending
Energy
transition
Population
growth
The Downer advantage
Diversified exposure to growth sectors building long-term value
Robust risk
management
and governance
framework
Market leadership
with capabilities built
around stable cores
Strong culture of
performance and
investment in our people
Sovereign prime contractor,
with enduring local industry
supply chains, customer
relationships and strong
brand
Sectors
Transport
Road Services
Rail & Transit Systems
Projects
Energy & Utilities
Telecommunications
Water
Power & Gas
Industrial & Energy
Facilities
Defence
Health
Education
Government
AUS & NZ
local industry
revitalisation
Differentiators

4
FY25 Results
Steady progress in turnaround
with further scope to unlock our potential
Performance
culture reset

Improved free
cash flow
Earnings
resilience
FY25 results demonstrate improved
financial performance, portfolio
simplification, and a maturing high-
performance culture.
We remain confident in our market
positions, medium-term prospects
and growth potential, with the right
foundations in place to support a
measured transition focused on
sustainable growth.
Disciplined
revenue focus
Driving shareholder
returns
Supported by cash backed
earnings, capital discipline,
and strengthened balance
sheet to enable capital
management flexibility
Delivered through a high-
quality, diversified portfolio
positioned for sustainable
growth
Up to $230m on market share
buy-back
15
announced
alongside delivery of dividend
growth, higher payout ratio
and franking uplift
Enabled by new leadership,
an enhanced performance
model and stronger
governance
Underpinned by tighter
tendering aligned to strategy
and risk guardrails
Consistent margin
improvement
Driven by disciplined project
delivery, commercial
management, exit of non-
core /underperforming
businesses and cost out

5
FY25 Results
Final dividend
14.1cps
100% franked
65% payout ratio
Payout target range increased
to 60%-70% of U-NPATA
Delivering year-on-year improvement
20% TRIFR reduction
FY23
2.6%
FY24
3.2%
FY25
4.4%
EBITA margin
1,2
4.4%
1H
3.7%
2H
5.0%
1H
2.5%
2H
3.9%
1H
2.2%
2H
2.9%
Exceeded management target
3

minimum threshold of 4.2%
Performance driven by higher quality
order book, cost out, portfolio
simplification and improved delivery
Statutory NPAT
$149.1m
+82% on FY24
EBITA
1,2
+25%
$474.2m underlying EBITA
1,2
NPATA
1,2
$279.4m
At the top of the underlying
NPATA
1,2
guidance range
+33% on FY24
TRIFR
4
to 2.04
6% reduction in LTIFR
4
to 0.83
Safety
Total dividend
Cash conversion
5
98%
Cash backed results
5

Exceeded >90% target
Leverage ratio
0.9x
Net debt to EBITDA
6

Improved from 1.3x at Dec-24
Cost out
Annualised gross cost out
7
Exceeded $200m upsized
target
$213m
7.3%
EBITDA
margin
Underlying margin
24.9cps
89%
8
franked v 32% in FY24
63% payout ratio v 58% in FY24
+46% on FY24

6
FY25 Results
Reflects strategic divestments and run-off of low margin non-core contracts
FY24
underlying
revenue
FY24
pro forma
revenue
Organic
growth
Transport
Agency & NZ
fiscal
tightening
Exit of
contracts
outside risk
guardrails
Completion
of low margin
contracts
FY25
pro forma
revenue
FY25
underlying
revenue
Disciplined focus on quality of revenue
10,832
729
183
224
3.2%4.4%
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 and assets held for sale at 30-Jun-25. Refer to slide 35 for reconciliation. Footnotes are presented on slide 40.
11,968
Ongoing
operations
218
92
10
(2.5)%
10,886
10,566
▪Underlying revenue decrease
impacted by divestments and assets
held for sale
▪Pro forma revenue declined by 2.5%:
–Organic growth in Power, Water,
Rail & Transit Services, offset by
lower activity in Industrial & Energy
and Telecommunications
–Subdued volumes in AUS Road
Services
–Pockets of softness in NZ markets,
driven by reduced discretionary
maintenance spend by NZ
Government amid fiscal tightening
–Exit from non-core /
underperforming/low margin
contracts
–Enhanced risk guardrails adopted
in Hawkins, reinforcing disciplined
project selection and execution
(1.0)%
(2.0)%
~120bps
margin expansion
Assets held for sale
at 30-Jun-25
Divestments
completed
FY24
FY25
Pro forma
revenue
(0.2)% EBITA
margin
generated
FY24
underlying
1

EBITA margin
FY25
underlying
1

EBITA margin
Assets held for sale
at 30-Jun-25
Divestments
completed
FY24
FY25
Pro forma
revenue
$’m
1
1
99
(1.5)%
2.0%
10,832
10,566

7
FY25 Results
Transport
Supported by strong medium-term sector fundamentals
Transport
Road Services, Rail & Transit Systems, and Projects
$278.0m
EBITA
25
$5.4bn
Revenue
25
5.2%
EBITA margin
25
0.1% on pcp
4,988.8
5,360.7
5,367.5
FY24
FY25
FY23
231.5
250.3
278.0
4.6%
4.7%
5.2%
FY24
FY25
FY23
FY24
FY25
FY23
0.5pp on pcp
11.1% on pcp
Revenue, EBITA, EBITA margins and WIH are presented on a pro forma basis.
5
5
5
Work-in-hand
25
$’m
65.0% on Dec-24
$17.1bn
17.8
18.0
17.1
Dec-24
Jun-25
Jun-24
Operational and strategic highlights
▪Profitability uplift driven by improved contract delivery and overhead cost reductions
▪NZ Road Services momentum with increased Transport Agency activity and
commercial resets on low-margin maintenance contracts
▪AUS Road Services volumes impacted by ongoing softness in Transport Agency spend
offset by positive contribution from Airport runway projects
▪Rail & Transit Systems delivered margin growth from manufacturing projects
Project milestones, delivery and awards
▪Auckland City Rail Link commenced train testing in 2H25
▪NZ$800m Auckland Airport Domestic Jet Terminal has mobilised well
▪$4.6bn QTMP build programs progressed with some weather impacts; first prototype
train is currently being manufactured, with testing in QLD from late 2026
▪Yarra Trams contract completed in Nov-24, with commercial close in progress
▪WIH decrease primarily due to roll off of HCMT and progressive completion of QTMP
and Auckland Airport
▪Awarded NZ$311m NZ State highway alliance agreement for southern component of
Ōtaki to North of Levin
Commercial and strategic transactions
▪Sale agreement executed for 49% interest in Keolis Downer
25
– classified as asset held
for sale - completion targeted for late 2025, subject to FIRB approval and other
customary conditions

8
FY25 Results
Transport
Cash
generation
Strategically
positioned assets
Vertically
integrated
Balanced risk
profile
Sector fundamentals and key drivers
▪Population and urban growth driving long-term road and rail infrastructure
requirements
▪Scale, market leadership and integrated value chain
▪Strategic assets and long-term government relationships
▪Strong pipeline with potential to return to historical spending
▪Energy transition tailwinds supporting Road Science innovations, and
Battery Electric and Hybrid Locomotives
▪Emerging market exposure including data and digital services
Portfolio fundamentals
Attractive underlying opportunities and value
drivers align with integrated value chain
5yr outlook†
Road services
Road projects
NZ road / rail‡
Rail services
~$30bn
Target segments
Asphalt surfacing
Rail services
Rollingstock
Asset management
Civil infrastructure and building
sectors
FY25 revenue
$5.4bn
Addressable market
27
▪Non-cyclical growth opportunities, including infrastructure for the 2032 Brisbane
Olympics
▪VIC and NZ maintenance funding potential to address backlog and network
resilience
▪Significant opportunities in NZ under recent Government infrastructure
development policy announcements
▪Urban growth and network expansion driving rail sector demand, with steady
rollingstock investment in new trains, refurbishments and upgrades including
NSW Future Fleet program and VIC MR5 Trains
Market outlook
Source: † Oxford Economics.
‡ NZ Government announcements, Transport GPS 2024-2027 3 year funding period.
Addressable Market – Oxford Economics , Infometrics NZ, ANZ Government Budgets, Markets & Markets.

9
FY25 Results
4.0%
$3.0bn 
$121.7m
Telecommunications, Water, Power & Gas, and Industrial & Energy
EBITA
10
Revenue
10
EBITA margin
10
3,089.2
3,260.2
3,009.5
6.7
84.6
121.7
0.2%
2.6%
4.0%
FY24
FY25
FY23
FY24
FY25
FY23
FY24
FY25
FY23
7.7% on pcp
43.9% on pcp
1.4pp on pcp
Revenue, EBITA, EBITA margins and WIH are presented on a pro forma basis.
$’m
6
5
5
Energy & Utilities
Turnaround momentum with sector growth in Power and Water
Work-in-hand
10
$5.1bn
56.3% on Dec-24
Operational and strategic highlights
▪Turnaround focus on improved project delivery, enhanced governance, and
completion of underperforming contracts
▪Enhanced capabilities to pursue energy transition opportunities, with refreshed
leadership and combined Utilities and Industrial & Energy businesses
▪Overhead efficiencies achieved through restructure, operating model changes and
closure of underperforming sites
▪Significant EBITA uplift supported by improvement in Power Projects (incl. transmission
lines and substations) and Water
Project milestones and delivery
▪Stabilisation and close out of low-margin legacy contracts in Water
▪Exit and demobilisation of margin-dilutive $200m p.a. VIC Power Maintenance
contract, completed in Jul-25
Awards and secured work
▪Awarded NZ$600m electricity field services contract with Powerco NZ, up to 12yrs
▪Extended $200m gas services contract with AusNet Services, for 3yrs
▪~$1bn (total value) telecommunications contracts:
5.4
4.8
5.1
Dec-24
Jun-25
Jun-24
▪Chorus Field Services Agreement, for 7yrs
▪Telstra Wireless Network Modernisation,
up to 5yrs
▪nbn Node to Premise, up to 5yrs
▪OneNZ, up to 7yrs

10
FY25 Results
Transport
Energy & Utilities
Portfolio fundamentals
Strong investment in essential energy and water
networks supporting sector growth outlook
Sector fundamentals and key drivers
▪Market leader with geographic resource pools across AUS and NZ
▪Essential services sector driven by demand growth and non-discretionary
spend from asset owners
▪Energy transition, decarbonisation, network resilience and technology
advancements
▪Ageing water infrastructure in all major urban centres driving forecast growth in
network upgrades, maintenance and resilience
▪Resilience of telecommunications networks to keep pace with digital and data
demands
Cash
generation
Exposure to high
growth sectors
Capital
light
Balanced risk
profile
~$35bn
Addressable market
27

5yr outlook†
Electricity projects
Electricity services
Water projects
Water services
Telco services
Target segments
Water
Power projects
Telecommunications
Essential service maintenance
▪Expanded investment in energy and water networks supports a positive sector
growth outlook
▪Government policies driving near-term energy investments, including
transmission build-out, grid-firming electricity assets and transitional gas, with
strong growth in NSW, QLD and SA
▪Non-cyclical growth opportunities, including infrastructure for the 2032 Brisbane
Olympics
▪Telecommunications infrastructure build phase post peak with progressive
transition to maintenance
Market outlook
†Source: Oxford Economics
Addressable Market – Oxford Economics & Infometrics NZ.
$3.0bn
FY25 revenue

11
FY25 Results
▪Revenue of $2.2bn down 0.6%
impacted by exit of non-core
businesses including NZ Catering
divestment (completed in 1H25) and
Australia direct cleaning (completed
in 2H25)
•EBITA % margin in l
•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
•E
of ~5,000
Transport
Facilities
Defence, Health, Education, and Government
7.0%$150.7m
EBITA
10
$2.2bn
$’m
Revenue
10
Long-term contracts delivering essential services to
high quality customer base
0.1% on pcp
1.5% on pcp
0.1pp on pcp
2,209.3
2,161.9
2,163.4
FY24
FY25
FY23
7.1%
6.9%
7.0%
156.8
148.4
150.7
FY24
FY25
FY23
FY24
FY25
FY23
Revenue, EBITA, EBITA margins and WIH are presented on a pro forma basis.
5
5
5
Work-in-hand
10
$12.9bn
50.6% on Dec-24
EBITA margin
10
Operational and strategic highlights
▪Consistent performance contribution with growth in Government/IFM and Defence
Estate Maintenance businesses
▪Sustained strong EBITA margin through cost discipline and efficiencies,
performance improvement initiatives and portfolio optimisation
▪Ongoing investment in Asset Works Management System to enhance service
delivery and efficiency
▪2025 Prime Contractor of the Year - Australian Defence Industry Awards
▪2024 Prime Contractor of the Year - New Zealand Ministry of Defence Awards for
Excellence to Industry
Contract milestones and awards
▪Defence Base Services Transformation Property and Asset Services (PAS) tender
outcome anticipated 1Q26; EMOS 6 month contract extension through to 31-Jan-26
▪Awarded $220m contract for Defence Professional Services, up to 4yrs
▪Awarded $360m subcontract for facilities management services for Dept. of Home
Affairs, up to 9yrs
▪Mobilisation and ramp-up of the Homes NSW public housing portfolio (RAPM)
Commercial and strategic transactions
▪Portfolio simplification achieved through divestments of NZ Catering, AUS Cleaning,
and NZ Cleaning (completed Jul-25), reducing workforce by ~40% or ~5,000 roles
▪Solid pipeline supported by continued government and commercial outsourcing,
supporting long-term contract visibility
13.3
12.9
12.9
Dec-24
Jun-25
Jun-24

12
FY25 Results
Facilities
Portfolio fundamentals
Sector fundamentals and key drivers
Cash
generation
Exposure to high
growth sectors
Capital
light
Long term secured
contracts
▪Ageing population, population growth, housing shortages, digital
transformation and sovereign capability needs
▪Market-leading positions in maintenance, support operations and asset
renewals
▪Expertise as an AUS and NZ sovereign provider with locally embedded resources
strengthens competitive advantage
▪Defence growth fuelled by strategic policy initiatives, infrastructure investment
and geopolitical factors
Continued opportunity in integrated
facilities management solutions and partnering
~$45bn
Addressable market
27
Target segments
Defence
Health
Education
Government services
5yr outlook†
AUS & NZ Defence ‡
Facilities
management
services ‡
Non-residential
building services
Social housing
services
† Oxford Economics. ‡ IBIS World.
Addressable Market – Oxford Economics, Infometrics NZ, IBIS World & ANZ Government Budgets.
Market outlook
▪Defence sector growth driven by geopolitics and >2% GDP funding
▪Urban shift and ageing populations increasing Health and Education and social
housing demands in AUS and NZ cities
▪Ageing asset base driving maintenance and asset management needs
$2.2bn
FY25 revenue

13
FY25 Results
18.0
17.117.1
4.8
5.15.1
12.9
12.912.9
4.5
Long-dated
~90%
government
related
Diversified
by industry
~90% services
11
Dec-24
Jun-25
$35.6bn
TransportEnergy & UtilitiesFacilities
024681012
FY26
FY27
FY28
FY29
FY30
FY31+
Movement
12
Profile at Jun-25
$35.1bn
preferred
bidder status
post 30-Jun-25
$’bn
Reflects deliberate
reset to revenue quality
▪Diversified portfolio with long-term contracts
provides resilience across cycles and supports a
solid order book
▪Risk profile strengthened; targeted exits from
underperforming businesses, run-off of low-margin
work, and disciplined focus on revenue quality
▪Reflects strategic contract transitions:
–Progressive completion of QTMP build phase
and non-recurring Water projects
–Timing of renewal activity of key contracts (e.g.
EMOS, NZ road maintenance contracts)
–Non-renewal of VIC power maintenance
contract
▪Continued investment in Power Network build-out
▪Softer AUS Transport Agency spend
▪Positive medium-term outlook across core markets;
active tendering in Defence, Road Services, Water,
Power Projects, Rail, Facilities Management and
Social Housing.
$35.1bn work-in-hand + $4.5bn preferred
13

14
FY25 Results
Social
Investing in our people and
enhancing the employee
experience
Governance
Committed to enhancing
internal controls and
processes
Environmental
Maintain our license to
operate and focus on planned
GHG emissions reductions
ESG update
Zero
Significant Cat 4+
environmental
incidents

Environmental
Maintain our license to operate
and focus on planned GHG
emissions reductions
Sustainability
Linked Loan (SLL)
Achieved the sustainability
performance target thresholds
302.2 k t C O ₂-e
Absolute Scope 1 and 2
(Market-based) GHG emissions
7.7% reduction on FY24: 327.2k t C O ₂-e
Social
Investing in our people and
enhancing the employee
experience
Governance
Committed to enhancing
internal controls and processes
Safety
12 month rolling frequency rates
Board renewal continued
Enterprise Program Management
Office running to coordinate
key strategic projects
ACCC Dec-24 announcement:
Downer categorically denies the
ACCC’s allegations of historical
contraventions of Australian
competition law and is vigorously
defending proceedings
Reconciliation Action Plan
2025 to 2027
Inclusion & Belonging Strategy
and Action Plan 2024 to 2026
The Downer Difference,
our high-performance
culture
Fifth consecutive year
Included in the S&P Global
Sustainability Yearbook 2025
2.04
TRIFR
4
FY24:2.54
0.83
LTIFR
4
FY24:0.88
Launched

15
FY25 Results
Financial
performance

16
FY25 Results
Margin uplift supported by strong cash conversion
$277m
$383m
$459m
FY23FY24FY25
Revenue
9
EBITA
9
LeverageFree cash flow
FY23FY24FY25
2.0x
1.4x
0.9x
FY23FY24FY25
$10.6bn
Ongoing focus on quality
$459m
98% cash conversion
5
0.9x
Improved from 2.0x
▪Growth impacted by strategic
exits of low margin operations
▪Significant improvement in free
cash flow
▪Cash conversion exceeding
>90% target
▪Earnings growth matched with
cash backed earnings
▪Earnings improvement across
all segments:
–Successful E&U turnaround
–Improvement in Transport
despite market variability
–Solid contribution from
Facilities
▪Strengthened balance sheet
through earnings growth,
improved cash collection and
ongoing capital discipline
+19.8% on FY24
Solid financial
performance
supported by cash
backed earnings and
capital discipline,
positioning the
balance sheet for
capital management
flexibility
$(94)m
$284m
$324m
63%
104%
98%
Free cash flow
Cash conversion
FY23FY24FY25
$324m
Pro forma revenuePro forma EBITA
$10,295m
$10,832m
$10,566m
Net debt / EBITDA

17
FY25 Results
458.7
15.5
474.2
(32.4)
(51.3)
(10.7)
(69.1)
310.7
Pro forma
EBITA
Earnings from
divestments
& AHFS
Underlying
EBITA
Net loss on
divestments and
exit costs
Transformation and
restructure costs
Regulatory reviews
and legal matters
Impairment, asset
write-downs and
other
Statutory
EBITA
-
100
200
300
400
500
Net divestment
gain after
related program
costs $14.1m
Impairment of
assets held for
sale (Keolis
Downer) $38.6m
Power
Maintenance
contract exit
costs $7.9m
14
Reconciliation to statutory result
Pro forma to statutory EBITA
1,2,9
Net EBITA
contribution from
divestments
completed in FY25
and assets held for
sale at 30-Jun-25
Refer to slides 35
and 36.
Costs incurred in
business reset
underpinned the
$213m cost-out
program:
•Redundancy/
severance
$16.7m
•Transformation
(incl. IT) $34.6m
Impairment and
site rectification of
rail facility $40.8m
Accelerated
amortisation and
impairment of IT
assets $24.0m
Termination of
surplus property
and other $4.3m
ISI category previously reported with nature of costs consistent with prior periods
New ISI items recognised in 2H25
$’m

18
FY25 Results
837.6
562.5
(111.4)
(147.6)
20.4
(158.8)
61.9
(230.8)
833.8
Opening cashOperating cash
flow
Net capexPayment of lease
liabilities
Advances/receipts
from other parties
Dividends
paid
Net divestmentsBorrowings
and FX
Closing cash
-
250
500
750
1,000
1,250
1,500
98% normalised
cash conversion
5
Primarily
maintenance
capex in the
Transport
segment
Includes KD
loan
settlement
$16.6m
Payment relates
to FY24 final
dividend of
11.0cps, interim
dividend of
10.8cps and
ROADS
Cash backed result
Disciplined back to basics focus – contract management, cash collection, resolution of variations and claims
$’m
Free cash flow of $323.9m,
up 14.0% from $284.1m in FY24

19
FY25 Results
Debt facilities $'mDec-23Jun-24Dec-24Jun-25
Total limit 2,574.7 2,572.1 2,557.8 2,706.4
Drawn 1,237.7 1,307.1 1,082.8 1,081.4
Available 1,337.0 1,265.0 1,475.0 1,625.0
Cash

553.4 837.6 639.8 833.8
Total liquidity 1,890.4 2,102.6 2,114.8 2,458.8
Net debt
17
684.3 469.5 447.5 259.3
Leverage ratio
Net debt / EBITDA
6
1.8x1.4x1.3x0.9x
Group debt profile
•Compliant with all financial covenants
•Weighted average debt maturity of 3.5 years
16
(2.5 years at 31 Dec 24)
•Weighted average cost of debt of 5.4% in FY25
•Committed to maintaining Fitch BBB investment grade rating with Stable Outlook
•Refinanced $1bn syndicated sustainability-linked loan facility in Jun-25 and repaid
US$100m and A$30m USPP on 8-Jul-25
Debt maturity profile (A$'m)
A$ MTN
Syndicated Bridge Loan Facilities
Bilateral Loan Facilities
Syndicated Loan Facilities
USD Private Placement Notes
AUD Private Placement Notes
JPY MTN
FY26FY27FY28FY29FY30FY31FY32FY33
-
200
400
600
800
•Total limit includes $400m AMTN bridge which will be cancelled upon refinancing
the existing $500m note maturing in Apr-26
•Total limit includes USPP repayment in Jul-25
Repaid
8-Jul-25

20
FY25 Results
Cash generated from
business performance
Interest and tax
Progress on capital allocation framework
Target net debt to EBITDA
Balance sheet
strength
Lease costs / maintenance capex
Dividends
Capital recycling / growth capex / M&A
Special dividend / share buy-back /
ROADS redemption
Sustainable
capital
management
Operating cash flow
▪Capex decreased due to increased focus on capital discipline, improved asset
utilisation, phasing of maintenance cycles, and contract renewal timing
▪Transition to sustainable growth will see disciplined approach to further investment
in core businesses to support organic growth opportunities
Sustaining free cash flow
Portfolio and capital
return choices
▪FY25 final dividend lifted to 65% payout ratio
▪Dividend payout range target increased to 60% to 70% of underlying NPATA
▪Cash conversion exceeded >90% target
▪FY25 final dividend franking uplift to 100%
8
, targeting fully franked dividends in FY26
▪Improved free cash flow has driven a further reduction in leverage to 0.9x, well
below the ~1.5x target
▪Non-core divestments finalised, Keolis Downer completion subject to FIRB approval and
customary conditions, with ongoing portfolio management focus
▪Announced an on-market share buy-back of up to $230m (~5% of issued capital)
15
▪Capacity to support growth capex and targeted bolt-on inorganic opportunities

21
FY25 Results
Driving shareholder return
Investment focus remains on
productivity-enhancing and cost to s e r v e
initiatives with capacity for selective inorganic
growth opportunities
–Next transformation
phase focused on
operational
modernisation
–Standardisation of
processes to improve
consistency and
efficiency
–Digitisation of workflows
to streamline delivery
and build capacity
–Adoption of AI to
enhance productivity
and capture cost
efficiencies
Dividend uplift
5.0
6.0
10.8
8.0
FY23FY24FY25
+46%
on FY24
total dividend
FY25 final dividend fully franked
8
Payout range target increased to 60%-70%
of underlying NPATA
Focused on optimising franking credit
utilisation to enhance shareholder returns:
Targeting 100% franked dividends in FY26
24.9cps
17.0cps
13.0cps
Average
franking
8
89%
32%
Final
Interim
Share buy-back
15
announced
Up to $230m
Strong balance sheet with capacity to invest in
sustainable growth
Signals confidence in Company’s financial
strength and outlook
Leverage target at or around 1.5x remains
unchanged
~5% of
issued capital
Unfranked
14.1
11.0

22
FY25 Results
Priorities
and outlook

23
FY25 Results
▪Well positioned sovereign
capability with Defence Base
Services Transformation Property
and Asset Services (PAS) (formerly
EMOS) tender outcome
anticipated 1Q26
▪Targeting growth in Government,
supported by a solid opportunity
pipeline
▪Divestment of lower margin
cleaning and catering businesses
to improve revenue quality
▪Investment in business platforms
to target further margin growth
Transport
Segment outlook
Energy & UtilitiesFacilities
▪Subdued volumes in AUS Road
Services
▪NZ Road Services outlook
supported by Government
national/regional roads programs
▪QTMP project built environment
phase peaked in FY25
▪Key opportunities in Rail (Future
Fleet NSW, MR5), AUS and NZ road
maintenance and NZ
Infrastructure
▪Completion of Keolis Downer
divestment targeted for late 2025,
subject to FIRB approval and
customary conditions
▪Further growth in Power projects
and a healthy energy sector
pipeline
▪Strong Water sector demand
anticipated, driven by ageing
infrastructure and increased
urban sprawl
▪Non-renewal and demobilisation
of margin dilutive $200m p.a VIC
Power maintenance contract
completing Jul-25
▪Close out of legacy Water projects
to enhance margin performance
▪Investment in capability and next
phase of transformation to drive
further margin uplift
* Forward looking statements are to be read in conjunction with the important notice and disclaimer on slide 41.

24
FY25 Results
This target is reflected in the
LTI scorecard gates and is not
provided as guidance
Group outlook
We enter FY26 with good momentum, confidence in our market
positions, and greater stability in our business following the
completion of our portfolio simplification.
>4.5%
average EBITA margin
across FY25 and FY26
Forward looking statements are to be read in conjunction with the important notice and disclaimer on slide 41.
* FY25 pro forma revenue was $10.566bn.
The next phase of our transformation
will include investments in modernising
our work practices with further
standardisation, digitisation and
adoption of AI to drive productivity,
improved customer experience and
cost efficiency benefits.
In FY26 we are targeting both
underlying earnings and EBITA margin
improvement, with underlying revenue
forecast to be flat to slightly lower than
FY25 pro forma revenue.
In the short term, market conditions are
expected to be stable, with Australian
Transport Agency spend expected to
remain subdued.
In the medium term, the outlook for
sustainable growth is positive, assisted
by New Zealand transport infrastructure
programs and favourable sector
exposures; energy transition, defence
spending, population growth and local
industry revitalisation.
Executing on-market
share buy-back
15
Up to
$230m
~5% of issued capital
Management target
EBITA margin
3,26
*

25
FY25 Results
Supplementary
information

26
FY25 Results
Purpose,
Pillars &
Culture
OUR PURPOSE
OUR PILLARS
OUR CULTURE

27
FY25 Results
•Keolis Downer
•Cleaning NZ
•Australian Transport Projects
•Repurpose It Joint Venture
•VEC contracts
•Advanced Metering (Smart-meter) assets
•AE Smith New Zealand
•Asset & Development services
•Catering NZ
•Laundries
•Cleaning AUS
Capital intensive, cyclical and
exposed to market volatility
Capital-light, diversified,
disciplined risk management,
sustainable improvement focus
Portfolio simplification reshapes Downer
Exit from mining and transport construction businesses, shifting toward specialist contractor
AcquisitionDivestment / exit
20212022202420252023
20162017201820192020
Assets held for sale
at 30-Jun-25
Hawkins
•Spotless
•AGIS and Envista
Urban services portfolio
rationalisation
•Mining and Laundries
divestments
•Engineering and Construction
legacy contracts wind down
•Exit of Hospitality contracts
Growth supported by bolt-on and transformational
acquisitions, including Spotless for its capital-light,
lower-risk, annuity-style earnings.
Transition to a services-led model
delivering recurring revenues and
predictable, de-risked cashflows
Trans-Tasman and
sector focused
operating structure
under new leadership
Portfolio simplification strengthens
core competencies, reduces
complexity, exits lower margin non-
core businesses

28
FY25 Results
RationaleFinancials $’m
Undervalued
Sector
exposure
Risk
management
CyclicalityNon-coreRevenue
18
EBITA
18
FY24FY25FY24FY25
Divestments - FY24 & FY25 407 102 (5) -
Repurpose It 15 - - -
Australian Transport Projects 146 5 2 (1.0)
Asset and Development Services 42 - (1) (0.3)
AE Smith New Zealand (3) 5 (1) -
VEC Contracts 19 - (4) (0.7)
Spotless Advanced Metering 5 - 1 -
Cleaning AUS and Catering businesses 86 41 1 2.6
Laundries business 97 51 (2) (0.3)
Assets held for sale
19
- FY25 729 218 3 15
Keolis Downer 682 186 3 14.4
Cleaning NZ 47 32 - 0.8
Good progress in
reshaping portfolio
Divested a combination of
underperforming, low margin and
non-core businesses
Finalising portfolio simplification
and applying capital
management framework
Portfolio simplification

29
FY25 Results
Momentum in our turnaround
Leadership
& culture
▪Refreshed leadership: 75% of ELT and 26% of SLT promoted / new to Downer
▪Launched 'The Downer Difference'; embedding a new high-performance culture
▪Progressed new leadership programs, performance management and remuneration framework reviews
Transformation update: on target
▪Strengthened tendering governance
▪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, boost productivity and
efficiency, and build competitive advantage
▪Derisking project exposures including completion of underperforming contracts and commercial matters
▪Completed NZ Catering, AUS Cleaning and Laundries divestments
▪Divestments classified as assets held for sale; NZ Cleaning (completed 31-Jul-25) and 49% interest in Keolis Downer
with completion expected in late 2025, subject to FIRB approval and other customary conditions
Project
margins
Cost out
Portfolio
Simplify portfolio
Efficient operating model
Driving a performance culture

Tendering / governance
Project delivery











FY24
Progress in FY25
FY24
FY24
FY24
FY24
FY25
FY25
FY25
FY25
FY25
▪$213m cumulative annualised gross cost out
7
achieved – exceeding $200m FY25 upsized target
▪Business unit contribution and accelerated savings initiatives respond to market conditions
▪Ongoing efficiencies in Corporate (IT, Shared Services, reset role of Corporate)

30
FY25 Results
Investing to support next phase of growth
Better supporting our customers and front line teams through improved delivery and business support capabilities
Modernising work
practices
Simplification,
standardisation and
digitisation to reshape our
ways of working to provide
contemporary tools of trade
for our teams and
competitive cost to serve for
our customers. Targeting
improved productivity, risk
management and
streamlining of operating
models
Continuous
improvement
Programs to refine our
operational business by
embedding disciplined
practices that drive a culture
of cost leadership and cost-
to-serve reductions across
the operating cost base

Doing it for our
customers
Initiatives that place the
customer voice at the
forefront, aligning business
growth with a deep
understanding of evolving
customer needs as we
transition toward
sustainable growth
Project delivery
excellence
We continue to build our
delivery capabilities with
investments to modernise
our work and project
management platforms,
project controls, L&D
programs and key
leadership roles to position
us for sustainable growth
Performance
culture
Driven through our People
Strategy and The Downer
Difference performance
culture, we continue to
strengthen our EVP by
developing leadership
capabilities, performance
management, refreshing our
incentive models,
modernising our technology,
and enhancing our support
services

31
FY25 Results
Statutory
Underlying
1

(excl. ISI)
Pro forma
9

(excl. divestments and AHFS)
($'m)FY25FY24ChangeFY25FY24ChangeFY25FY24Change
Revenue
20
10,531.5 11,050.8 (4.7) % 10,885.7 11,967.6 (9.0) % 10,566.2 10,832.2 (2.5) %
EBIT 283.2 180.5 56.9 % 453.2 357.7 26.7 % 437.7 359.8 21.7 %
EBITA
2
310.7 203.6 52.6 % 474.2 380.8 24.5 % 458.7 382.9 19.8 %
EBITA
2
% 3.0 % 1.8 % 1.2 pp 4.4 % 3.2 % 1.2 pp 4.3 % 3.5 % 0.8 pp
EBITDA
21
% 5.9 % 4.8 % 1.1 % 7.3 % 5.9 % 1.4 % 7.4 % 6.5 % 0.9 %
NPATA
2
168.4 98.3 71.3 % 279.4 210.1 33.0 % 264.2 211.3 25.0 %
NPAT 149.1 82.1 81.6 % 264.7 193.9 36.5 % 249.5 195.1 27.9 %
Group financials
▪Statutory revenue reduced 4.7% impacted by divestments, reduced AUS Transport Agency spend, soft discretionary
infrastructure spend in NZ, and risk guardrail reset, when adjusted for individually significant items (ISI), divestments and
assets held for sale, revenue reduced 2.5%.
▪Statutory NPAT grew 81.6% to $149.1m and statutory EBITA grew 52.6% to $310.7m - despite this improvement, the result
was impacted by losses on divestments, restructuring charges, transformation program costs and asset impairments.
Refer to slide 17 for ISI and Note B3 of the Annual Report.
▪Underlying NPATA of $279.4m, at the top of the $265m to $280m FY25 guidance range
▪Earnings growth matched with 98% cash conversion exceeding >90% target
▪Strengthened balance sheet with net debt to EBITDA improving to 0.9x
FY25FY24Change
Leverage ratio0.9x1.4x(0.5)x
Total dividend24.9cps17.0cps
46.5 pp
Payout ratio % 63 % 58 %
5 pp
Franking
8
% 89 % 32 % 57 pp

32
FY25 Results
Road
Services
28%
Rail &
Transit
Systems
13%
NZ
Projects
(including
Building)
10%
Power &
Gas
5%
Industry &
Energy
8%
Telco
8%
Water
7%
Govt /
H&E
13%
Defence
8%
Diversified
portfolio across
Transport,
Energy & Utilities
and Facilities
Transport
51%
Energy &
Utilities
28%
Facilities
21%
Transport
51%
Energy &
Utilities
22%
Facilities
27%
FY25
revenue
$10.6bn
9,20
FY25
segment
EBITA
$550.4m
2,9
Mature / GDP growth
26
High growth potential /
GDP+ growth
26
▲
●
●
●
▲
▲
●
▲
▲
▲
●

33
FY25 Results
Queensland Train Manufacturing
Program (QTMP) ramp up
Leading provider of
rollingstock asset
management services in
Australia, with proven expertise
across all project phases—from
design and manufacture to
through-life support, fleet
maintenance and overhaul.
▪Largest investment in new rollingstock
in QLD history
▪~$4.6bn project commenced in Jun-23
with ~33% of revenue delivered to
date
▪Design and construction progressing,
some weather impacts in FY25
▪First prototype train is currently being
manufactured, with testing in QLD
from late 2026
▪Continued high levels of activity
expected through FY26 as both
facilities and initial fleet
manufacturing advance towards
completion / commencement
Component
Revenue
proportion
Delivery
profile
Manufacturing &
maintenance facilities
~35%
                    
Fleet delivery~45%
                    
Maintenance
(through life support)
~20%
    Transition inFull fleet
 FY23 FY27   FY33       
▪Downer is pleased to support the
recruitment and training of skilled
frontline and professional staff in
preparation for local rollingstock
manufacturing. A national EOI
campaign is underway to secure
talent for ~270 positions
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

34
FY25 Results
$80m
$130m
$213m
$20m
$45m
AchievedRemaining
-20406080100120140160180200220
1H24
FY24
FY25
Gross cost out
7
exceeded upsized target
$213m
Cumulative annualised gross cost
out achieved since transformation
program initiated in Feb-23.
>$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

35
FY25 Results
Reconciliation of pro forma to statutory result
($'m)
EBIT
Amortisation
of acquired
intangibles
EBITA
2
Net finance
cost
Tax expense
22
NPATA
2
Amortisation of
acquired
intangibles
(post-tax)
NPAT
Pro forma result 437.7 21.0 458.7 (82.1) (112.4) 264.2 (14.7) 249.5
Net divestment and assets held for sale contribution 15.5 - 15.5 - (0.3) 15.2 - 15.2
Underlying
1
result 453.2 21.0 474.2 (82.1) (112.7) 279.4 (14.7) 264.7
Net loss on divestments and exit costs (36.2) 3.8 (32.4)
-
13.7 (18.7)
(2.7)
(21.4)
Transformation and restructure costs (51.3) - (51.3)
-
15.5 (35.8)
-
(35.8)
Regulatory reviews and legal matters (10.7) - (10.7)
-
3.1 (7.6)
-
(7.6)
Impairment, asset write-downs and other (71.8) 2.7 (69.1)
-
20.2 (48.9) (1.9) (50.8)
Total individually significant items (170.0) 6.5 (163.5) - 52.5 (111.0) (4.6) (115.6)
Statutory result 283.2 27.5 310.7 (82.1) (60.2) 168.4 (19.3) 149.1

36
FY25 Results
Reconciliation pro forma to underlying result
FY25FY24
($'m)
Pro forma
Assets held
for sale
Divestments
impact
Underlying
1
Pro forma
Assets held
for sale
Divestments
impact
23
Underlying
1
Transport
Revenue 5,367.5 185.6 4.7 5,557.8 5,360.7 681.7 179.6 6,222.0
EBITA 278.0 14.4 (1.7) 290.7 250.3 2.5 (2.4) 250.4
EBITA % 5.2 % 7.8 % 6.7 % 5.2 % 4.7 % 0.4 % – % 4.0 %
Energy & Utilities
Revenue 3,009.5 – – 3,009.5 3,260.2 – 5.4 3,265.6
EBITA 121.7 – – 121.7 84.6 – 1.1 85.7
EBITA % 4.0 % – % – % 4.0 % 2.6 % – % 20.4 % 2.6 %
Facilities
Revenue 2,163.4 32.2 46.3 2,241.9 2,161.9 46.9 124.7 2,333.5
EBITA 150.7 0.8 2.3 153.8 148.4 0.2 (1.4) 147.2
EBITA % 7.0 % 2.5 % 3.9 % 6.9 % 6.9 % 0.4 % (0.7) % 6.3 %
Corporate
Revenue 25.8 – 50.7 76.5 49.4 – 97.1 146.5
EBITA (91.7) – (0.3) (92.0) (100.4) – (2.1) (102.5)
Group
Revenue 10,566.2 217.8 101.7 10,885.7 10,832.2 728.6 406.8 11,967.6
EBITA 458.7 15.2 0.3 474.2 382.9 2.7 (4.8) 380.8
EBITA % 4.3 % 7.0 % 4.9 % 4.4 % 3.5 % 0.4 % (0.2) % 3.2 %
Pro forma, which excludes results of divested operations,
provides additional information on the impact of the divestment
program detailed below.
Pro forma results exclude the following
divestments
SegmentCompleted
Interest of 29.9% in HT Hold Co Pty Ltd (an
Australian laundries business)
Unallocated2H25
Cleaning AUSFacilities2H25
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
Pro forma results exclude the following assets held
for sale
Segment
Interest of 49% in Keolis Downer Pty LtdTransport
Cleaning NZ (completed 31-Jul-25)Facilities

37
FY25 Results
Group underlying financial performance
Underlying
1
performance ($'m)FY25FY24Change
Total revenue
20
10,885.7 11,967.6 (9.0) %
EBITDA 795.7 703.7 13.1 %
Depreciation and amortisation
21
(321.5) (322.9) 0.4 %
EBITA
2
474.2 380.8 24.5 %
Amortisation of acquired intangibles (21.0) (23.1) 9.1 %
EBIT 453.2 357.7 26.7 %
Net interest expense (82.1) (88.7) 7.4 %
Profit before tax 371.1 269.0 38.0 %
Tax expense (106.4) (75.1) (41.7) %
Net Profit after tax 264.7 193.9 36.5 %
NPATA
2
279.4 210.1 33.0 %
EBITA margin 4.4 % 3.2 % 1.2pp
Effective tax rate 28.7 % 27.9 % 0.8pp
ROFE 18.1 % 13.3 % 4.8pp
Total dividend (cents per share)24.917.0 46.5 %
Underlying
1
segment performance ($'m)FY25FY24Change
Transport 290.7 250.4 16.1 %
Energy & Utilities 121.7 85.7 42.0 %
Facilities 153.8 147.2 4.5 %
Corporate (refer below) (92.0) (102.5) 10.2 %
Underlying EBITA
2
474.2 380.8 24.5 %
Total individually significant items (163.5) (177.2) 7.7 %
Statutory EBITA 310.7 203.6 52.6 %
Underlying NPATA
2
279.4 210.1 33.0 %
Statutory NPAT 149.1 82.1 81.6 %
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 were achieved through lower headcount across corporate functions,
cost management disciplines, rationalisation of IT and efficiencies in shared services.
▪Decreases were achieved in insurance costs
▪Cost reductions partially offset by cost increases in salaries and incentives, CPI / cost
indexation of IT service agreements and property leases.

38
FY25 Results
Change in cash ($'m)FY25FY24Change
Total operating cash flow 562.5 544.1 3.4 %
Net capex (111.4) (91.8) (21.4) %
Payment of principal lease liabilities (147.6) (163.5) 9.7 %
Advances from / (to) JVs and Other 20.4 (4.7) >100.0%
Free cash flow 323.9 284.1 14.0 %
Dividends paid (158.8) (107.0) (48.4) %
Divestments 61.9 68.5 (9.6) %
Acquisitions (deferred settlement) - (1.3) 100.0 %
Net repayment of borrowings (230.1) (296.1) 22.3 %
Net decrease in cash (3.1) (51.8) 94.0 %
Cash at the end of the period 833.8 837.6 (0.5) %
Total liquidity 2,458.8 2,102.6 16.9 %
Cash conversion ($'m)FY25FY24Change
Underlying
1
EBIT 453.2 357.7 26.7 %
Add: Depreciation and amortisation
21
342.5 346.0 (1.0) %
Underlying
1
EBITDA
21,24
795.7 703.7 13.1 %
Operating cash flow 562.5 544.1 3.4 %
Add: Net interest paid 79.2 80.9 (2.1) %
Add: Tax paid 45.5 10.6 >100.0%
Adjusted operating cash flow 687.2 635.6 8.1 %
EBITDA conversion 86.4 % 90.3 % (3.9) pp
Normalised
5
EBITDA conversion 97.9 % 104.4 % (6.5) pp
Depreciation and amortisation ($'m)FY25FY24Change
Depreciation – PP&E 111.2 123.1 (9.7) %
Depreciation – right of use asset 140.9 153.3 (8.1) %
IT amortisation
24
62.9 46.5 35.3 %
Amortisation of acquired intangibles
24
27.5 23.1 19.0 %
Depreciation and amortisation 342.5 346.0 (1.0) %
Cash flow

39
FY25 Results
Reclassification of BU segments
FY24
Reconciliation
($'m)
FY24 Reported
Impact of FY25
Divestments and
AHFS
23
Business unit
reclassifications
FY24 Restated
SegmentRevenueEBITARevenueEBITARevenueEBITARevenueEBITA
Transport 6,042.4 252.8 (681.7) (2.5) - - 5,360.7 250.3
Energy & Utilities 2,395.3 54.5 - - 864.9 30.1 3,260.2 84.6
Facilities 3,159.2 179.3 (132.4) (0.8) (864.9) (30.1) 2,161.9 148.4
Comparative Financials
($'m)
FY23 Restated
23
FY24 RestatedFY25
SegmentRevenueEBITARevenueEBITARevenueEBITA
Transport 4,988.8 231.5 5,360.7 250.3 5,367.5 278.0
Energy & Utilities 3,089.2 6.7 3,260.2 84.6 3,009.5 121.7
Facilities 2,209.3 156.8 2,161.9 148.4 2,163.4 150.7
FY24 Reconciliation
($'m)
FY24 Reported
Business unit
reclassifications
FY24 Restated
SegmentRevenueEBITARevenueEBITARevenueEBITA
Transport 6,222.0 250.4 - - 6,222.0 250.4
Energy & Utilities 2,400.7 55.6 864.9 30.1 3,265.6 85.7
Facilities 3,198.4 177.3 (864.9) (30.1) 2,333.5 147.2
Comparative Financials
($'m)
FY23 RestatedFY24 RestatedFY25
SegmentRevenueEBITARevenueEBITARevenueEBITA
Transport 6,852.5 288.9 6,222.0 250.4 5,557.8 290.7
Energy & Utilities 3,098.1 7.1 3,265.6 85.7 3,009.5 121.7
Facilities 2,573.1 144.7 2,333.5 147.2 2,241.9 153.8
UnderlyingPro forma
During the period, we reclassified the Industrial & Energy and the New Energy businesses from the Facilities segment into the Energy & Utilities (previously Utilities) segment to reflect
the merged operations.
As a result, the FY24 results for the Facilities and Energy & Utilities segments have been restated. Refer to Note B1 in the Annual Report for further detail.

40
FY25 Results
Notes
All amounts are presented in Australian dollars which is the Company’s functional and presentation currency.
In some instances, totals may not add due to rounding.
1.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 and assets
held for sale. Non-IFRS measures have not been subject to
audit or review. Refer to slide 35 for reconciliations.
2.Downer calculates and forecasts EBITA and NPATA by
adjusting EBIT and NPAT to add back acquired intangible
assets amortisation expense.
3.The management targets, ≥4.2% minimum threshold E B I T A
margin in FY25 and >4.5% average EBITA margin across FY25
and FY26, are incorporated into Downer’s long-term incentive
plan and are not provided as guidance.
4.LTIFR: Lost Time Injury Frequency Rate/million hours worked,
TRIFR: Total Recordable Injury Frequency Rate/million hours
worked.
5.Normalised underlying cash conversion has been adjusted to
remove the cash outflows associated with FY24 and FY25 ISI
(not in underlying EBITDA) totalling $92.0m (FY24 equivalent of
$75.9m 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 38.
6.Net debt to EBITDA ratio is net debt $711.3m, comprising lease
liabilities, borrowings, deferred finance charges, cross currency
and interest rate swaps, less cash, divided by underlying
EBITDA (underlying EBIT and statutory D&A).
7.Cumulative annualised gross cost out achieved since
transformation program initiated in Feb-23.
8.The interim dividend in 1H25 of 10.8 cents per share (cps) was
75% franked, the final dividend of 14.1 cps was 100% franked
(2024: The interim dividend in 1H24 of 6.0 cps was not franked,
the final dividend of 11.0 cps for FY24 was 50% franked.)
9.Pro forma reflects the statutory results adjusted for individually
significant items (ISI) (refer to Note B3 of the Annual report) and
excludes the revenue and EBITA contribution relating to
completed divestments and assets held for sale 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 35 and 36 for reconciliations.
10.Industrial & Energy business reclassification from Facilities to
Energy & Utilities segment. Refer to slide 39 for financial impact.
11.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).
12.Dec-24 work-in-hand has been restated to be comparable with
Jun-25 segment classification, and to remove impact of
divestments. Work-in hand excludes Keolis Downer which is
held for sale.
13.The preferred bidding status value is not a forecast, it excludes
options, immaterial wins and revenue burn since 30-Jun-25.
14.Downer has incurred exit costs associated with the Victorian
Power Maintenance Contract. The nature of this long term
contract and related obligations are in-substance akin to a
business divestment.
15.The timing and value of shares purchased will be determined
by market conditions, prevailing share price, trading volumes
and other relevant factors. $230m represents 5% of issued
capital at a closing share price of $6.86 at 13-Aug-25.
16.Syndicated bridge excluded as it represents a short-term
facility for the purpose of refinancing the AMTN. It is expected
to be cancelled following successful issuance.
17.Excludes lease liabilities, deferred finance charges, cross
currency and interest rate swaps.
18.The proceeds on disposal and annualised revenue are
indicative and subject to finalisation.
19.Assets held for sale: On 1-Jul-25, Downer entered into an
agreement to sell its 49% interest in Keolis Downer (KD) to Keolis
with completion, subject to FIRB approval and customary
conditions, expected in late 2025. On 31-Jul-25, the sale of
Cleaning NZ to Dimeo completed.
20.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.
21.EBITDA is calculated as reported EBIT and statutory depreciation
and amortisation.
22.Tax expense of $112.7m is calculated by adjusting underlying tax
of $106.4m and $6.3m tax on amortisation of acquired intangible
assets.
23.The comparative FY24 and FY23 period has been amended to
remove the contribution of businesses divested in FY25 and
assets held for sale at 30-Jun-25. Refer to slide 39.
24.Amortisation expensed within ISI of $25.6m comprises $6.5m of
accelerated amortisation of acquired intangible assets and
$19.1m of IT amortisation.
25.Keolis Downer contribution in FY25: revenue $185.6m (FY24:
$681.7m), EBITA $14.4m (FY24: $2.5m), WIH $1.3bn (Dec-24: $1.3bn).
26.This information is not provided as guidance. Any forward
looking statements are to be read in conjunction with the
important notice and disclaimer.
27.Addressable market sizes are estimates prepared by the
company based on third-party market research and other
publicly available information overlaid to the sectors where the
company performs maintenance and construction activities.
Figures used throughout are not to be relied upon, are unverified
and are not to be interpreted as a statement regarding the
company’s future prospects of capturing market share or win
rates.

41
FY25 Results
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 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.
Factors that could cause actual results or performance to differ
materially include without limitation the following: volatility in 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 the applicable 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
30 June 2025.
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 with ASX.
In particular, this presentation forms part of a package of information
about Downer. It should be read in conjunction with Downer's
Appendix 4E and Annual Report also released today.
The information in this presentation remains subject to change
without notice. Circumstances may change and the contents of this
presentation may become outdated as a result.
Forward-looking statements and statements regarding other
information contained in this presentation may also be made –
verbally and 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.

1H25 Results
42
Downer EDI Limited (Downer) is a leading provider of integrated
services across Australia and New Zealand, delivering and maintaining
essential infrastructure that enables communities to thrive.
The demand for our services is shaped by investment in the energy
transition, defence capability, government services and infrastructure
expansion necessary to support population growth, and local industry
revitalisation.
The sectors where we operate include roads, rail, ports and airports,
power, gas, water, telecommunications, energy networks, health,
education, defence, and other government sectors.
Downer is one of Australia’s and New Zealand’s largest private sector
employers, with approximately 26,000 people, who are united by our
high-performance culture, known as ‘The Downer Difference’.
For more information visit downergroup.com.