Notice of Annual General Meeting/Proxy Form

Page 1 of 1
7 October 2025
ASX Market Announcements Office
ASX Limited
Exchange Centre
20 Bridge Street
Sydney NSW 2000
D
ear Officer
RE: Downer EDI Limited 2025 – Notice of Annual General Meeting and Proxy Form
Please find attached the following documents:
•Notice of Annual General Meeting (AGM); and
•Sample Proxy Form.
D
owner will hold its AGM at 11:00am (Sydney time) on Wednesday, 11 November 2025.
The N
otice of Meeting includes detailed information about how shareholders can participate in the
AGM.
Yours sincerely,
Downer EDI Limited
R
obert Regan
Company Secretary
A
uthorised for release by Downer’s Group General Counsel and Company Secretary, Robert
Regan.
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOWNER
1www.downergroup.com

2025 Notice of
Annual General Meeting

Notice is given that the Annual General Meeting
of the Shareholders of Downer EDI Limited
(Downer or Company) will be held at:
THE AUDITORIUM
Northside Conference Centre
Oxley Street (Cnr Oxley Street & Pole Lane)
Crows Nest NSW 2065
Live webcast link: https://publish.viostream.com/app/s-rwh6in7
On Tuesday, 11 November 2025
Commencing at 11:00am Sydney time (meeting).
Registration will commence at 10:30am
DOWNER EDI LIMITED ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
PO Box 1823, North Ryde NSW 2113
T +61 2 9468 9700
F +61 2 9813 8915
W www.downergroup.com
2025 Notice of Annual General Meeting Downer EDI Limited2
2025
Notice of Annual
General Meeting

DEAR SHAREHOLDER,
I am pleased to invite you to Downer’s 2025 Annual
General Meeting (AGM) to be held at 11:00am (Sydney
time) on Tuesday, 11 November 2025, which will
commence with two minutes silence in acknowledgment
of Remembrance Day. Registration will open from
10:30am (Sydney time).
The AGM will be held at the Northside Conference
Centre Oxley Street (Cnr Oxley Street & Pole Lane)
Crows Nest NSW 2065. The AGM will also be webcast live
at https://publish.viostream.com/app/s-rwh6in7.
Downer’s AGM is the occasion where shareholders vote on
a number of important resolutions, which are outlined in
this Notice of Meeting. It also provides shareholders with
the opportunity to meet with the Board, hear from the
Managing Director and CEO and ask questions.
FINANCIAL REPORT, DIRECTORS’ REPORT, AND
INDEPENDENT AUDITOR’S REPORT
The first item of business will be to consider and
receive the Financial Report, the Directors’ Report and
the Independent Auditor’s Report for the year ended
30 June 2025.
ELECTION AND RE-ELECTION OF DIRECTORS
The second item of business seeks approval for
the election of Kerry Gleeson and Annette Carey
as Independent Non-executive Directors, and the
re-election of Adelle Howse and Mark Menhinnitt as
Independent Non-executive Directors.
Kerry Gleeson joined the Board on 1 September 2025. Kerry
is an experienced Chair and Non-Executive Director in the
industrial, mining and resources sectors, with over 25 years
of ASX experience as a director, senior executive and
board advisor, working nationally and internationally.
Annette Carey joins the Board on 1 November 2025.
Annette has more than 20 years’ experience as a senior
executive, having led businesses in the logistics, supply
chain, government and security sectors in Australia and
internationally, and experience in strategy development,
mergers and acquisitions, business transformation
including digital transformation, project governance and
commercial negotiations.
Adelle Howse joined the Board in April 2022 and is
currently the Chair of the People and Culture Committee,
and a member of the Audit and Risk and Nominations
Committees. Adelle’s significant experience in the
infrastructure, energy and resources, construction, data
centre, telecommunication and property sectors as well
as in strategy development brings deep and relevant
knowledge to the Board.
I joined the Board in March 2022 and became the Chair
of the Board in March 2023. I also Chair the Nominations
Committee and I am a member of the People and
Culture, Project Governance and Zero Harm Committees.
My background is in the domestic and international
large infrastructure and development and urban
regeneration, construction, asset services, and operations
and maintenance sectors. If re-elected, I look forward to
working with the Board and the management team to
drive value for shareholders.
Kerry, Annette, Adelle and I have the full support of the
Board for election and re-election (as applicable).
REMUNERATION REPORT AND PERFORMANCE RIGHTS
The third item of business seeks approval of the
Remuneration Report, and the fourth item of business
seeks approval of the grant of performance rights to
the Managing Director, Peter Tompkins, as part of his
remuneration for the 2026 financial year.
The Board has been working hard over many years to
ensure that executive pay is appropriate and aligned with
the outcomes of the business. The Chair’s letter on page 78
of Downer’s Annual Report and the accompanying
pages of the Remuneration Report set out a summary of
Downer’s remuneration strategy and outcomes for the
2025 financial year as well as changes to the remuneration
framework, including those related to the proposed grant
of performance rights to the Managing Director.
I ask that you consider this letter and the accompanying
pages in the 2025 Annual report when forming your view
on these items of business.
REINSERTION OF PROPORTIONAL TAKEOVER
APPROVAL PROVISIONS
Downer’s constitution was amended in 2010 to include
a proportional takeover approval provision. The purpose
of this provision is to give shareholders the opportunity
to decide whether any proportional takeover bid for the
company should succeed. As outlined in the Notice of
Meeting, this item was last voted on by shareholders and
approved in 2022 and shareholders are now being asked
to vote on the reinsertion of these provisions.
Yours sincerely,
Mark Menhinnitt
Chair
Mark Menhinnitt
Chair
32025 Notice of Annual General Meeting Downer EDI Limited

ORDINARY BUSINESS
1. FINANCIAL REPORT, DIRECTORS’ REPORT AND INDEPENDENT AUDITOR’S REPORT
“To consider and receive the Financial Report, the Directors’ Report and the Independent Auditor’s Report of Downer for
the year ended 30 June 2025.”
Note:
„
No resolution is required for this item of business.
2. ELECTION AND RE-ELECTION OF DIRECTORS
To consider and, if thought fit, pass the following ordinary resolutions:
A. “ That Kerry Gleeson who was appointed as a Non-executive Director of the Company, effective 1 September 2025
in accordance with Rule 3.3 of the Company’s Constitution, retires and being eligible, is elected as a Non-executive
Director of Downer.”
B. “ That Annette Carey who was appointed as a Non-executive Director of the Company, effective 1 November 2025
in accordance with Rule 3.3 of the Company’s Constitution, retires and being eligible, is elected as a Non-executive
Director of Downer.”
C. “ That Dr Adelle Howse, who was appointed as a Non-executive Director of the Company on 1 April 2022 and in
accordance with Rule 3.6 of the Company’s Constitution, retires and being eligible, offers herself for re-election, is
re-elected as a Non-executive Director of Downer.”
D. “ That Mark Menhinnitt, who was appointed as a Non-executive Director of the Company on 1 March 2022 and in
accordance with Rule 3.6 of the Company’s Constitution, retires and being eligible, offers himself for re-election, is
re-elected as a Non-executive Director of Downer.”
3. ADOPTION OF REMUNERATION REPORT
To consider, and if thought fit, pass the following ordinary resolution:
“That the Remuneration Report for the year ended 30 June 2025 be adopted.”
Notes:
„
This resolution is subject to voting exclusions, which are set out in the Explanatory Memorandum.
„
This resolution is advisory only and does not bind Downer or the Directors.
„
The Directors will consider the outcome of the vote and comments made by shareholders on the Remuneration
Report at the meeting when reviewing Downer’s remuneration policies.
If 25% or more of votes that are cast are voted against this resolution and again at the 2026 Annual General Meeting in
relation to the 2026 Remuneration Report, shareholders will be required to vote at the 2026 Annual General Meeting on
a resolution that another meeting be held within 90 days, at which all of Downer’s Directors (other than the Managing
Director) would automatically cease to hold office at the end of that meeting unless they are willing to stand for
re-election and are re-elected, at that meeting.
A vote on this resolution must not be cast by or on behalf of a member of the key management personnel of Downer
(KMP), details of whose remuneration are included in the Remuneration Report, or by any of their closely related parties
(such as certain of their family members, dependants and companies they control).
However, this does not prevent those KMP or any of their closely related parties from voting as a proxy for a person who is
not a member of the KMP or a closely related party of KMP if:
„
the person specifies the way the proxy is to vote on this resolution in the proxy form; or
„
the person voting as a proxy is the Chair and the proxy form does not specify the way the proxy is to vote and
expressly authorises the Chair to exercise the proxy even if the resolution is directly or indirectly connected with the
remuneration of a member of the KMP for the Downer Group.
2025 Notice of Annual General Meeting Downer EDI Limited4

SPECIAL BUSINESS
4. APPROVAL OF MANAGING DIRECTOR’S LONG-TERM INCENTIVE (LTI)
To consider and, if thought fit, pass the following ordinary resolution:
“That approval is given to the grant of performance rights pursuant to the Company’s LTI Plan and the acquisition of
shares on vesting by issue or by transfer as the Managing Director’s long-term incentive for 2026 on the basis described in
the Explanatory Memorandum to this Notice of Meeting.”
Note:
„
The resolutions in Item 4 are subject to voting exclusions, which are set out in the Explanatory Memorandum.
A member of the KMP for the Downer Group and their closely related parties must not vote as proxy on this resolution
unless the proxy appointment specifies the way the proxy is to vote on the resolution. However, the Chair of the meeting
may vote an undirected proxy if the proxy appointment expressly authorises the Chair to exercise the proxy even if the
resolution is connected directly or indirectly with the remuneration of a member of KMP for the Downer Group.
5. REINSERTION OF PROPORTIONAL TAKEOVER APPROVAL PROVISIONS
To consider and, if thought fit, pass the following resolution as a special resolution:
“That the Company modify its constitution by reinserting clause 37 which contains proportional takeover approval
provisions for the purposes of section 648D of the Corporations Act 2001 (Cth), with effect from the close of the meeting.”
52025 Notice of Annual General Meeting Downer EDI Limited

INVITATION
Shareholders are invited to join the Directors for light
refreshments after the meeting.
HOW TO VOTE
Shareholders can vote on the items of business by:
„
Attending the meeting; or
„
Appointing a proxy, representative or attorney to
attend the meeting and vote on their behalf.
ELIGIBILITY TO ATTEND AND VOTE
You will be eligible to attend and vote at the meeting
if you are registered as a holder of Downer shares at
11:00am (Sydney time) on Sunday, 9 November 2025.
QUESTIONS AT THE MEETING
Please note, only shareholders, their proxies, attorneys or
representatives may ask questions or make comments
once they have been verified and they will be given
a reasonable opportunity to do so. Shareholders are
encouraged to lodge questions and comments prior to
the meeting.
CORPORATE REPRESENTATIVES
A shareholder, or proxy, that is a corporation and entitled
to participate and vote at the AGM may appoint an
individual as its corporate representative. Evidence of
the appointment of a corporate representative must
be lodged with Downer's share registry prior to the start
of the meeting or have previously been provided. The
appropriate “Appointment of Corporate Representative”
form may be obtained from Computershare or online
at www.investorcentre.com/au under the help tab,
"Printable Forms".
ATTORNEYS
A shareholder entitled to participate and vote at the
AGM is entitled to appoint an attorney to participate
and vote at the AGM on the shareholder's behalf. The
power of attorney appointing the attorney must be duly
signed and specify the name of each of the shareholder,
the Company and the attorney, and also specify the
meetings at which the appointment may be used. If the
appointor is an individual, the power of attorney must
be signed in the presence of at least one witness. To be
effective, the power of attorney must be received by
Downer's share registry not later than 48 hours before the
time for holding the meeting.
APPOINTING A PROXY
1. A proxy form is attached.
2. A member entitled to attend, participate and vote at
the meeting is entitled to appoint a proxy. If a member
is entitled to cast 2 or more votes at the meeting, that
member is entitled to appoint not more than two
proxies.
3. Where more than one proxy is appointed, each
proxy should be appointed to represent a specified
proportion of the member’s voting rights. In the
absence of such a specification, each proxy will be
entitled to exercise half the votes.
4. You may appoint either an individual or a body
corporate as your proxy. A proxy need not be a
member of Downer.
5. A proxy form must be signed by the member or the
member’s attorney. Proxies given by corporations
must be signed either under section 127 of the
Corporations Act 2001 (Cth) (Corporations Act) or in
accordance with the Constitution of the Company.
In the case of joint holdings, at least one of the joint
holders must sign the proxy form.
6. If you appoint the Chair of the meeting as your proxy
and do not direct the Chair of the meeting how to
vote on Item 3 (Adoption of Remuneration Report) or
Item 4 (Approval of Managing Director’s long-term
incentive) (which you may do by marking any one of
“For”, “Against” or “Abstain” on the proxy form for those
items of business), you will be expressly authorising
the Chair of the meeting to exercise your proxy even
if those Items are directly or indirectly connected with
the remuneration of a member of the KMP for the
Downer Group.
7. The proxy form and the power of attorney or other
authority (if any) under which it is signed (or a certified
copy of the power of attorney or authority) must
be received not later than 48 hours before the time
for holding the meeting, at the office of Downer’s
share registry:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001 Australia
Fax: 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
Shareholders can also cast their votes online at
www.investorvote.com.au by following the prompts.
To use this facility, you will need your Securityholder
Reference Number (SRN) or Holder Identification Number
(HIN) and postcode as shown on the proxy form. You will
be taken to have signed the proxy form if you lodge it in
accordance with the instructions on the website.
Custodian voting – For Intermediary Online subscribers
only (custodians) please visit www.intermediaryonline.com
to submit your voting intentions.
ANNUAL REPORT
Downer’s 2025 Annual Report is available on the Downer
website at www.downergroup.com.
ALL RESOLUTIONS WILL BE BY POLL
The Chair of the meeting intends to call a poll on each of
the resolutions set out in this Notice of Meeting.
2025 Notice of Annual General Meeting Downer EDI Limited6

EXPLANATORY MEMORANDUM
FOR SHAREHOLDERS
The purpose of this Explanatory Memorandum (which is included in and forms part of the Notice of Meeting) is to
provide shareholders with important information regarding the items of business proposed for the Downer 2025 Annual
General Meeting as well as assist shareholders to determine how they wish to vote on each resolution.
Shareholders should read the Notice of Meeting, including this Explanatory Memorandum carefully before deciding how
to vote on the resolutions.
ITEM 1 – FINANCIAL REPORT,
DIRECTORS’ REPORT AND
INDEPENDENT AUDITOR’S REPORT
The 2025 Annual Report (which includes the Financial
Report, the Directors’ Report and the Independent
Auditor’s Report) will be presented to the meeting.
Shareholders can access a copy of the report at the
Downer website, www.downergroup.com.
The Chair will give shareholders an opportunity to
ask questions about, and make comments on, the
management of Downer and the financial statements
and reports and Downer’s performance.
Shareholders will also be given an opportunity to ask
a representative of Downer’s auditor, PWC, questions
relevant to the conduct of the audit, the preparation
and conduct of the Independent Auditor’s Report, the
accounting policies adopted by the Company in relation
to the preparation of the financial statements, and the
independence of the auditor in relation to the conduct of
the audit.
The Chair will also allow a reasonable opportunity for a
representative of the auditor to answer written questions
to the auditor submitted by shareholders to Downer no
later than 5:00pm on Tuesday, 4 November 2025.
ITEM 2 – ELECTION AND
RE‑ELECTION OF DIRECTORS
ITEM 2A – ELECTION OF KERRY GLEESON
Kerry Gleeson was appointed to the position of
Non-executive Director, effective 1 September 2025.
Ms Gleeson retires and being eligible, offers herself for
election as an Independent Non-executive Director.
Ms Gleeson’s profile is set out below.
Kerry Gleeson (58)
Independent Non-executive Director since September 2025
Ms Gleeson is an experienced Chair and Non-executive
Director in the industrial, mining and resources sectors,
with over 25 years of ASX experience as a director, senior
executive and board advisor, working nationally and
internationally. Ms Gleeson spent over 15 years in private
corporate legal practice before a successful senior
executive career with an ASX listed global chemicals and
explosives Group.
Ms Gleeson is currently the Chair of St Barbara Limited
and a Non-executive Director of Australian Strategic
Materials Ltd and Chrysos Corporation Ltd and a former
Non-executive Director of 2 ASX listed companies,
including New Century Resources Ltd, a former Chair of
Trinity College, University of Melbourne and is a former
member of the ASIC Director Advisory Panel.
Ms Gleeson is a fellow of the Australian Institute of
Company Directors and holds a Bachelor of Laws from
the University of Essex.
BOARD RECOMMENDATION
The Directors, in the absence of Ms Gleeson, unanimously
recommend that shareholders vote in favour of this
resolution, as Ms Gleeson’s skills and experience (as set
out above) are valuable to the Board's existing skills and
experience.
The Chair of the meeting intends to vote undirected
proxies in favour of this resolution.
72025 Notice of Annual General Meeting Downer EDI Limited

ITEM 2B – ELECTION OF ANNETTE CAREY
Annette Carey was appointed to the position of
Non-executive Director, effective 1 November 2025.
Ms Carey retires and being eligible, offers herself for
election as an Independent Non-executive Director.
Ms Carey’s profile is set out below.
Annette Carey (64)
Independent Non-executive Director since November 2025
Ms Carey has more than 20 years’ experience as a
senior executive, where she has led multi-billion-dollar
operational businesses in the logistics, supply chain,
government and security sectors in Australia and
internationally. This included five years as CEO of Linfox
Logistics and Linfox Armaguard. Ms Carey is experienced
in strategy development, mergers and acquisitions,
business transformation including digital transformation,
project governance and commercial negotiations.
Ms Carey is currently a Non-executive Director of ASX
listed Sigma Healthcare, Kinetic Group and a former
Non-executive Director of National Intermodal.
Ms Carey holds a Bachelor of Laws and a Bachelor of Arts
from Monash University.
BOARD RECOMMENDATION
The Directors, in the absence of Ms Carey, unanimously
recommend that shareholders vote in favour of this
resolution, as Ms Carey’s skills and experience (as set
out above) are valuable to the Board's existing skills and
experience.
The Chair of the meeting intends to vote undirected
proxies in favour of this resolution.
ITEM 2C – RE-ELECTION OF ADELLE HOWSE
Adelle Howse is a Non-executive Director who is retiring by
rotation in accordance with Downer’s Constitution. Being
eligible to be re-elected as a Director of Downer, Dr Howse
intends to offer herself for re-election with the unanimous
support of the other Directors.
Ms Howse’ s profile is set out below:
Dr Adelle Howse (55)
Independent Non-executive Director since April 2022
Dr Howse has extensive senior executive and
non-executive experience in the infrastructure,
energy and resources, construction, data centres,
telecommunications and property sectors.
Dr Howse held several senior roles with CIMIC, including
Chief Strategy Officer.
Dr Howse is currently a Non-executive Director of
Macquarie Technology Group Limited, Scalare
Partners, Sydney Desalination Plant Pty Limited and
BAI Communications.
Dr Howse has previously served on the boards of Design
Studio Group, Ventia, Nextgen Holdings and Manila North
Tollroads Corporation.
Dr Howse holds a Bachelor of Science and Doctor
of Philosophy (Mathematics) from the University of
Queensland, an executive MBA from IMD, Switzerland
and a Graduate Diploma of Applied Finance and
Investment. She is a member of the Australian Institute of
Company Directors.
BOARD RECOMMENDATION
The Directors, in the absence of Dr Howse unanimously
recommend that shareholders vote in favour of this
resolution, as Dr Howse’s skills and experience (as set
out above) are valuable to the Board's existing skills
and experience. Dr Howse also adds considerable
strength and leadership to the Committees on which
she serves, being Chair of the People and Culture
Committee and a member of the Audit and Risk and
Nominations Committees.
The Chair of the meeting intends to vote undirected
proxies in favour of this resolution.
2025 Notice of Annual General Meeting Downer EDI Limited8

ITEM 2D – RE-ELECTION OF MARK MENHINNITT
Mark Menhinnitt is a Non-executive Director who is retiring
by rotation in accordance with Downer’s Constitution.
Being eligible to be re-elected as a Director of Downer,
Mr Menhinnitt intends to offer himself for re-election with
the unanimous support of the other Directors.
Mr Menhinnitt’ s profile is set out below:
Mark Menhinnitt (60)
Independent Non-Executive Director since March 2022
Mr Menhinnitt is an experienced director and
former senior executive with extensive domestic
and international experience in large infrastructure
development and urban regeneration, investment
management, construction, asset services, operations
and maintenance.
Mr Menhinnitt held several senior roles over a 30-year
career with Lendlease, including as Chief Executive Officer
of Lendlease Australia.
Mr Menhinnitt is currently a Non-executive Director of
The GPT Group and Chairman of Fluent Property Pty Ltd.
Mr Menhinnitt holds a Bachelor of Engineering
(Mechanical) and Master of Business (Applied Finance),
both from the Queensland University of Technology.
He is a member of the Australian Institute of Company
Directors and a Fellow of the Governance Institute
of Australia.
BOARD RECOMMENDATION
The Directors, in the absence of Mr Menhinnitt
unanimously recommend that shareholders vote in
favour of this resolution, as Mr Menhinnitt’s skills and
experience (as set out above) are valuable to the Board's
existing skills and experience. Mr Menhinnitt also adds
considerable strength and leadership as Chair of the
Board and to the Committees on which he serves, being
Chair of the Nominations Committee and a member of
the People and Culture, Project Governance and Zero
Harm Committees.
The Chair of the meeting intends to vote undirected
proxies in favour of this resolution.
Downer has assessed the independence of its Directors
having regard to the requirements for independence
which are set out in Principle 2 of the ASX Corporate
Governance Council's Principles and Recommendations
and has determined that each of Ms Gleeson, Ms Carey,
Dr Howse and Mr Menhinnitt, continue to be an
independent director.
ITEM 3 – ADOPTION OF
REMUNERATION REPORT
The Remuneration Report is contained in the Directors’
Report in the 2025 Annual Report. Shareholders can
access a copy of the report at the Downer website,
www.downergroup.com.
The Remuneration Report provides information about
the remuneration arrangements for KMP, which includes
Non-executive Directors and the most senior executives,
for the year to 30 June 2025.
The Remuneration Report covers the following matters:
„
An introductory letter from the Chair and Chair of the
People and Culture Committee to shareholders
„
Summary of changes to remuneration policy
„
Details of Key Management Personnel
„
Remuneration policy, principles and practices
„
Relationship between remuneration policy and
company performance
„
The Board’s role in remuneration
„
Description of executive remuneration
„
Details of executive remuneration
„
Executive equity ownership
„
Key terms of employment contracts
„
Related party information
„
Description of Non-executive Director remuneration.
Shareholders will be given a reasonable opportunity
to ask questions about, or make comments on, the
Remuneration Report. Shareholders will be asked to vote
on the Remuneration Report.
The resolution is advisory only and does not bind Downer
or its Directors. The Board will consider the outcome of
the vote and comments made by shareholders on the
Remuneration Report at the meeting when reviewing
Downer’s remuneration policies.
Under the Corporations Act, if at least 25% of the votes
cast on the resolution are against the adoption of the
relevant Remuneration Report at two consecutive Annual
General Meetings (each an “AGM”, and any such potential
25% or more vote ”against” commonly referred to as a
“first strike” or “second strike”), shareholders will be required
to vote at the second of those AGMs on a resolution
that another general meeting be held within 90 days, at
which all of the Company’s Directors in office at the time
of the Directors’ resolution to make the Directors’ Report
containing that second Remuneration Report (other than
the Managing Director) must stand for re-election.
At last year’s AGM the resolution to adopt the 2024
Remuneration Report was carried with over 97.48% of
votes cast “for” the Remuneration Report.
92025 Notice of Annual General Meeting Downer EDI Limited

Board recommendation
The Directors unanimously recommend that
shareholders vote in favour of Item 3 (Adoption of
Remuneration Report).
Voting exclusions
A vote on Item 3 (Adoption of Remuneration Report) must
not be cast by or on behalf of a member of the KMP or
by any of their closely related parties (such as certain
of their family members, dependants and companies
they control).
However, this does not prevent a member of the KMP,
details of whose remuneration are included in the
Remuneration Report, or any of their closely related
parties, from voting as a proxy for a person who is not
a member of those KMP or any of their closely related
parties if:
„
the person specifies the way the proxy is to vote on
Item 3 (Adoption of Remuneration Report) in the proxy
form; or
„
the person voting as a proxy is the Chair and the proxy
form does not specify the way the proxy is to vote and
expressly authorises the Chair to exercise the proxy
even if the resolution is directly or indirectly connected
with the remuneration of a member of the KMP for the
Downer Group.
If you choose to appoint a proxy, you are strongly
encouraged to direct your proxy how to vote on Item 3
(Adoption of Remuneration Report) by marking any one
of “For”, “Against” or “Abstain” on the proxy form for that
item of business. As set out in the section on Appointing
a Proxy, if you have appointed the Chair of the meeting
as your proxy and you do not mark any of “For”, “Against”
or “Abstain” on the proxy form, you will be expressly
authorising the Chair to vote any proxies held by him
in favour of Item 3 (Adoption of Remuneration Report),
even if that item is connected directly or indirectly
with the remuneration of a member of the KMP for the
Downer Group.
The Chair of the meeting intends to vote any
undirected proxies in favour of Item 3 (Adoption of
Remuneration Report).
ITEM 4 – APPROVAL OF MANAGING
DIRECTOR’S LONG‑TERM
INCENTIVE (LT I)
It is proposed to grant the Managing Director
performance rights in Downer as the Managing Director’s
2026 long-term incentive plan (2026 LTIP) on the terms
set out below (2026 Grant) and to seek approval for that
grant under ASX Listing Rule 10.14.
This approval is being sought because Listing Rule 10.14.1
provides that a listed company must not permit a director
of Downer to acquire equity securities under an employee
incentive scheme unless it has been approved by
shareholders. The 2026 Grant falls within Listing Rule 10.14.1
above and therefore requires the approval of Downer’s
shareholders under Listing Rule 10.14.
Resolution 4 seeks the required shareholder approval
to the 2026 Grant under and for the purposes of
Listing Rule 10.14.
If approval is granted under ASX Listing Rule 10.14, the
Company will be permitted to issue ordinary shares in the
Company to Mr Tompkins in satisfaction of its obligations
under those performance rights when they vest. Further,
Downer will be able to proceed with the 2026 Grant
without impact on its ability to issue up to 15% of its total
ordinary securities without Shareholder approval in any
12-month period.
PROPOSED LONG-TERM INCENTIVE FOR THE
MANAGING DIRECTOR FOR 2026
Under his employment agreement with Downer as
Managing Director, Mr Tompkins is entitled to be
granted performance rights each year with a maximum
value equal to 130% of his annual fixed remuneration.
Performance rights are being used to appropriately align
Mr Tompkins’s remuneration as Managing Director with
shareholder returns. The performance rights are subject to
long-term performance requirements and therefore only
vest to Mr Tompkins if those performance requirements
are met. If the resolution is not passed by shareholders,
the Board intends to provide a 2026 LTIP equivalent
through an alternative mechanism to meet Mr Tompkins’s
contractual entitlements.
In accordance with Downer’s contractual commitments,
it is proposed to grant Mr Tompkins performance rights
with a maximum value of 130% of his annual fixed
remuneration at the time the quantity of performance
rights is determined (as described below). Mr Tompkins’s
current annual fixed remuneration is $1,675,000. The grant
will be in the form of performance rights which are a right
to receive fully paid Downer ordinary shares which may
be purchased on-market or issued by the Company.
Mr Tompkins is also eligible to receive an annual
short-term incentive (STI) up to a maximum opportunity
of 120% of his annual fixed remuneration. Any entitlement
to an STI is in accordance with the plan rules. There is
no STI entitlement where Mr Tompkins’s employment
2025 Notice of Annual General Meeting Downer EDI Limited10

terminates prior to the end of the financial year,
other than in the event of a change in control or by
mutual agreement.
Dividends will be paid or accumulated only from the time
the performance rights vest.
ENTITLEMENT UNDER THE 2026 GRANT
Mr Tompkins will receive a grant on the same terms and
at the same time as other eligible employees.
Subject to shareholder approval being obtained, the
maximum number of performance rights granted to
Mr Tompkins will be 302,473. This quantity was calculated
as his annual fixed remuneration of $1,675,000 multiplied
by the participation rate of 130% divided by $7.1990 being
the daily average of the volume weighted average price
of Downer shares for the 10 trading days following the
release of Downer’s results for the year ended 30 June
2025. Each performance right will convert to one ordinary
share once all vesting conditions are met.
If shareholders approve the proposed resolution in Item 4
(Approval of Managing Director’s long-term incentive), the
2026 Grant will be made within 12 months from the date
of this meeting.
Details of any securities issued under the Company’s
LTI Plan will be published in each annual report of the
Company relating to a period in which securities have
been issued, and that approval for the issue of securities
was obtained under ASX Listing Rule 10.14.
Any additional persons referred to in ASX Listing Rule 10.14
who become entitled to participate in the Company’s
LTI Plan after the resolution is approved and who are
not named in this Notice of Meeting and Explanatory
Memorandum will not participate until approval is
obtained under ASX Listing Rule 10.14.
PRICE ON GRANT OR VESTING
No amount is payable by the Managing Director on grant
or vesting of the performance rights.
VESTING CONDITIONS
Vesting of performance rights granted under the 2026
LTIP will be subject to:
„
meeting certain performance hurdles over a specified
period; and
„
continued employment with Downer over a period
determined by the Board (service period).
Mr Tompkins’s proposed 2026 Grant will be divided into
two equal tranches subject to the following performance
hurdles:
„
relative total shareholder return (TSR); and
„
compound annual earnings per share growth (EPS).
Total Shareholder Return Tranche
TSR is measured over the three-year performance period
to 30 June 2028. TSR is calculated as the difference in
share price over the performance period, plus the value
of shares earned from reinvesting dividends received over
this period, expressed as a percentage of the share price
at the beginning of the performance period. If the TSR
for each company in the comparator group (see below)
is ranked from highest to lowest, the median TSR is the
percentage return to shareholders that exceeds the TSR
for half of the comparison companies. The 75th percentile
TSR is the percentage return required to exceed the TSR
for 75% of the comparison companies.
For rights in the TSR tranche to vest, absolute TSR must be
positive (‘positive TSR gateway’).
Performance rights in the tranche to which the relative
TSR performance requirement applies vest in accordance
with the following table:
Downer’s TSR
ranking against the
comparator group
% of performance rights
subject to the relative TSR
<50th percentileNil
50th percentile50%
Above 50th and below
75th percentile
Straight line vesting
between the 50th
percentile and 75th
percentile
75th percentile and above100%
The comparator group for the 2026 Grant is the
companies, excluding financial services companies, in
the ASX100 index as at the start of the performance
period on 1 July 2025.
Earnings Per Share Tranche
EPS growth is measured over the three-year performance
period to 30 June 2028. The EPS measure is based on
AASB 133 Earnings per Share and is externally audited.
FY25 EPS will be adjusted, if required, to ensure it reflects
an appropriate baseline performance level.
The tranche of performance rights dependent on the
EPS performance condition vests pro rata between
4% compound annual EPS growth and 9% compound
annual EPS growth.
112025 Notice of Annual General Meeting Downer EDI Limited

Performance rights in the tranche to which the EPS
performance requirement applies vest in accordance
with the following table:
Downer’s EPS compound
annual growth
% of performance rights
subject to EPS condition
that qualify to vest
<4%Nil
4%30%
Above 4% and below 9%Straight line vesting from
30% at 4% EPS and 100%
at 9% EPS
9% or more 100%
Board Approval Condition
Once some or all of the performance rights have met the
vesting conditions, the performance rights will not vest
unless the Board is satisfied there has been no conduct
on the part of Mr Tompkins that the Board considers
inappropriate and that the financial results against which
the performance vesting condition were tested were not
incorrect in a material respect and were not reversed
or restated.
PERFORMANCE PERIOD
The performance period for the 2026 Grant will be the
three years from 1 July 2025 to 30 June 2028 and the
service period will end on 30 June 2029.
CHANGE OF CONTROL
Under the 2026 LTIP, if there is a change in control of
Downer during the performance period, provided at least
12 months of the 2026 Grant’s performance period have
elapsed, unvested performance rights pro-rated with the
elapsed performance period are tested for vesting with
performance against the relevant performance hurdles
for that period.
Performance rights that have already been tested and
have met performance requirements but remain subject
to the completion of the service period condition will
fully vest.
Neither unvested pro-rated performance rights nor
performance rights that have already been tested and
met performance requirements will vest unless the Board
is satisfied that there has been no conduct on the part of
Mr Tompkins that the Board considers inappropriate and
that the financial results against which the performance
hurdles were tested were not incorrect in a material
respect and were not reversed or restated.
CESSATION OF EMPLOYMENT
Upon cessation of employment of the Managing
Director for any reason, all performance rights that
have not vested by the cessation of employment will
be forfeited unless, subject to the termination benefit
provisions of the Corporations Act, the Board exercises
its discretion to permit the Managing Director to retain
performance rights by deeming him to be an “Eligible
Leaver”. If Mr Tompkins is deemed to be an Eligible
Leaver, he may be entitled to retain some or all of his
performance rights and these will be tested for vesting
against the vesting conditions other than the continued
employment condition in their normal course. An Eligible
Leaver’s performance rights will be settled with fully paid
Downer ordinary shares or in cash in the Board’s sole and
absolute discretion. No performance rights will vest unless
the Board is satisfied that there has been no conduct
on the part of Mr Tompkins that the Board considers
inappropriate and that the financial results against which
the performance hurdles were tested were not incorrect in
a material respect and were not reversed or restated.
OTHER INFORMATION
„
Mr Tompkins is the only Director of the Company who
is entitled to participate in the 2026 LTIP
„
No loan is being made to Mr Tompkins in relation
to the acquisition of performance rights or
the acquisition of shares on vesting of any
performance rights
„
The following table shows the number of performance
rights and restricted shares that have been previously
granted by Downer to Mr Tompkins under the
Company’s LTI Plan
„
Each of the performance rights described below are
a right to receive fully paid Downer ordinary shares on
vesting. Each of the restricted shares described below
were held in trust until vesting
„
Each of the performance rights and restricted shares
were granted for nil acquisition price
„
The performance rights are not transferable, and
do not confer any right to vote or to a dividend, nor
do they confer any right to a return of capital, to
participate in surplus profits or assets of Downer, or to
participate in new issues of securities.
2025 Notice of Annual General Meeting Downer EDI Limited12

Year
Number of
performance
rights
Number of
restricted shares
2012-82,343
201355,710-
201430,447-
201568,740-
2016124,551-
201789,087-
201867,70 5-
201976,894-
202079,543-
2021146,079-
202293,679-
2023234,479
2024480,448
2025360,149
BOARD RECOMMENDATION
In the view of the Non-executive Directors, it is in the best
interests of shareholders to approve the performance
rights based 2026 long-term incentive grant to the
Managing Director because it appropriately aligns the
Managing Director’s remuneration with shareholder
returns. Your directors (in the absence of the Managing
Director) therefore recommend shareholders approve the
2026 Grant and the Managing Director’s participation in
the 2026 LTIP.
VOTING EXCLUSIONS
The Company will disregard any votes cast in favour of
Item 4 by or on behalf of:
„
Mr Tompkins; or
„
associates of Mr Tompkins.
However, the Company need not disregard a vote cast in
favour of the resolution by:
„
a person as proxy or attorney for a person who is
entitled to vote on the resolution, in accordance with
directions given to the proxy or attorney to vote on the
resolution in that way; or
„
the Chair of the meeting as proxy or attorney for a
person who is entitled to vote on the resolution, in
accordance with a direction given to the Chair to vote
on the resolution as the Chair decides; or
„
a holder acting solely in a nominee, trustee, custodial
or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
–
the beneficiary provides written confirmation to
the holder that the beneficiary is not excluded
from voting, and is not an associate of a person
excluded from voting, on the resolution; and
–
the holder votes on the resolution in accordance
with directions given by the beneficiary to the
holder to vote in that way.
Shareholders should note that apart from Mr Tompkins
no Director is eligible to participate in any employee
incentive scheme in relation to the Company.
If you choose to appoint a proxy, you are strongly
encouraged to direct your proxy how to vote on Item 4
(Approval of Managing Director’s long-term incentive
2026) by marking any one of “For”, “Against” or “Abstain”
on the proxy form for that item of business. As set out in
the section on Appointing a Proxy, if you have appointed
the Chair of the meeting as your proxy and you do not
mark any of “For”, “Against” or “Abstain” on the proxy
form, you will be expressly authorising the Chair to vote
any proxies held by him in favour of Item 4 (Approval
of Managing Director’s long-term incentive) even if
that item is connected directly or indirectly with the
remuneration of a member of KMP for the Downer Group.
The Chair of the meeting intends to vote any undirected
proxies in favour of Item 4 (Approval of Managing
Director’s long-term incentive 2026).
132025 Notice of Annual General Meeting Downer EDI Limited

ITEM 5 – RE‑INSERTION OF
PROPORTIONAL TAKEOVER
APPROVAL CONDITIONS
Under the Corporations Act, a company may include
provisions in its constitution to enable it to refuse to
register shares acquired under a proportional takeover
bid unless a resolution approving the bid is passed by
the shareholders.
Proportional takeover approval provisions are contained
in rule 37 of the Company’s existing Constitution which
was approved by shareholders at the Annual General
Meeting on 3 November 2010. However, rule 37 will be
automatically omitted from the Company's Constitution
on 3 November 2025, the third anniversary of that
provision's most recent approval by the shareholders on
3 November 2022.
Rule 37 of the existing Constitution includes provisions
requiring shareholder approval of a proportional takeover
bid. If the reinsertion of the proportional takeover approval
provisions is approved, these provisions will have effect for
a further 3 years from the date of reinsertion. The Board
considers it in the interests of shareholders to reinsert
these provisions into the Constitution.
Where the approval of shareholders is sought to insert or
reinsert proportional takeover provisions in a constitution,
the Corporations Act requires certain information to be
included in the notice of meeting. That information is set
out below.
PROPORTIONAL TAKEOVER BID
A proportional takeover bid is a takeover bid where the
offer made to each shareholder is only for a proportion of
that shareholder’s shares.
EFFECT OF THE PROVISIONS PROPOSED TO BE
RE-INSERTED
If a proportional takeover bid is made, the Directors must
ensure that a resolution of shareholders to approve the
takeover bid is voted on, in general, more than 14 days
before the last day of the bid period. The vote is decided
on a simple majority and each person (other than the
bidder and their associates) who, as at the end of the day
on which the first offer under the bid was made, held bid
class securities, is entitled to vote. If the resolution is not
passed, transfers giving effect to takeover contracts for
the bid will not be registered and the offer will be taken to
have been withdrawn. If the resolution is not voted on, the
bid will be taken to have been approved.
If the bid is approved (or taken to have been approved),
the transfers must be registered (provided they comply
with other provisions of the Corporations Act and
the Constitution).
The proportional takeover approval provisions do not
apply to full takeover bids and will only apply until
3 years after the date of reinsertion. The provisions may
be reinserted for a further term, but only by a special
resolution of shareholders.
REASONS FOR THE PROPOSAL
The Board considers that shareholders should have
the opportunity to reinsert the proportional takeover
approval provisions. Without these provisions, a bidder
might be able to obtain control of the Company using a
proportional takeover bid without shareholders having
the opportunity to sell all their shares, potentially leaving
existing shareholders locked into a minority position in
the Company.
The proportional takeover approval provisions give
shareholders the opportunity to decide whether a
proportional takeover bid should proceed. If it does
proceed, individual shareholders can make a separate
decision as to whether they wish to accept the
proportional offer for their shares.
KNOWLEDGE OF ANY ACQUISITION PROPOSALS
As at the date of this notice of meeting, none of the
directors is aware of any proposal by a person to acquire,
or to increase the extent of, a substantial interest in
the Company.
POTENTIAL ADVANTAGES AND DISADVANTAGES
Potential advantages
The potential advantages for shareholders of the
proportional takeover provisions include:
„
shareholders have the right to decide by majority vote
whether an offer under a proportional takeover bid
should proceed;
„
they may help shareholders to avoid being locked in
as a minority;
„
they increase shareholders’ bargaining power and
may assist in ensuring that any proportional takeover
bid is adequately priced; and
„
knowing the view of the majority of shareholders may
help each individual shareholder assess the likely
outcome of the proportional takeover bid and decide
whether to accept or reject an offer under the bid.
2025 Notice of Annual General Meeting Downer EDI Limited14

Potential disadvantages
The potential disadvantages for shareholders of the
proportional takeover provisions include:
„
The proportional takeover approval provisions
make a proportional takeover bid more difficult to
achieve which may have the effect of discouraging
proportional takeover bids.
„
This may potentially reduce opportunities for
shareholders to sell some of their shares at an
attractive price to persons seeking to secure control
of the Company and may reduce an element of
takeover speculation from the Company's share price,
although this effect may be negligible as proportional
takeover bids are less common today than they have
been in the past.
„
The provisions constitute a potential restriction on the
ability of shareholders to deal freely with their shares.
Since the existing Constitution was adopted, there
have been no full or proportional takeover bids for the
Company. Therefore, there has been no example against
which to assess the advantages or disadvantages of the
provisions for the Board and shareholders respectively,
however, the Board is not aware of any potential takeover
bid that was discouraged by these provisions.
The Board does not believe the potential disadvantages
outweigh the potential advantages of reinserting
the proportional takeover approval provisions in
the Constitution.
Reinserting the proportional takeover approval provisions
in the Constitution will not confer any particular
advantages or disadvantages on the Directors in their
capacity as Directors of the Company. The Directors
therefore consider that they remain free to make
a recommendation on whether an offer under a
proportional takeover bid should be accepted.
BOARD RECOMMENDATION
The Directors unanimously recommend that shareholders
vote in favour of this resolution. The Chairman
intends to vote any undirected proxies held by him in
favour of Item 5 (Reinsertion of Proportional Takeover
Approval Provisions).
By order of the Board
Robert Regan, Company Secretary
Sydney, 7 October 2025
152025 Notice of Annual General Meeting Downer EDI Limited

PUBLIC TRANSPORT
The closest train stations are Crows Nest Metro and St Leonards Station. There are several bus routes from the city and
further north or west that stop in Crows Nest and/or St Leonards. For information about train and bus times, please call
131 500 or visit www.transportnsw.info.
PARKING
On-street parking near the Centre is generally metered parking (2P or less) with strictly enforced regulations. The Hume
Street Car Park is located directly across from the Northside Conference Centre. There are three additional parking
stations in close proximity to the venue which are: Holtermann Street, Nicholson Street and Alexander Street.
GO PAPERLESS
We encourage you to change your report preferences to electronic delivery. To change your preferences or update your
details please contact Computershare on the details provided below or online at: https://www.investorcentre.com/.
FURTHER INFORMATION
If you would like any further information regarding Downer’s AGM, please contact the Company's share registry,
Computershare, on 1300 556 161 if calling within Australia or +61 3 9415 4000 if calling from outside Australia.
INFORMATION ABOUT DOWNER
Information about Downer’s FY25 performance can be read in the Annual Report and Sustainability Report available at
www.downergroup.com.
Getting there
ALBANY STREET
POLE LANE
CHANDOS STREET
PACIFIC HWY
CLARKE STREET
LITHGOW STREET
CLARKE LANE
NICHOLSON STREET
RIVER ROAD
ST LEONARDS
STATION
CROWS NEST
METRO
NEWLANDS
PARK
WILLOUGHBY ROAD
OXLEY STREET
THE AUDITORIUM
Northside Conference Centre
Oxley Street (Cnr Oxley Street & Pole Lane)
Crows Nest NSW 2065
On Tuesday, 11 November 2025
Commencing at 11:00am Sydney time (meeting).
Registration will commence at 10:30am

SRN/HIN: I9999999999
Phone:
1300 556 161 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Downer EDI Limited Annual General Meeting
Control Number: 999999
PIN: 99999
The Downer EDI Limited Annual General Meeting will be held on Tuesday, 11 November 2025 at 11:00am
(AEDT). You are encouraged to participate in the meeting using the following options:
To lodge a proxy, access the Notice of Meeting and other meeting documentation visit
www.investorvote.com.au and use the below information:
MAKE YOUR VOTE COUNT
For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Sunday, 9
November 2025.
TO VIEW THE MEETING VIA WEBCAST
If you cannot attend the AGM in-person, we encourage you to watch the AGM via a live
webcast by visiting https://publish.viostream.com/app/s-rwh6in7 on your smartphone, tablet or
computer.
Please note that you will not be able to vote, ask questions or make comments, so we
encourage you to submit any questions that you have in advance of the meeting and appoint a
proxy to vote on your behalf.
The meeting will be held at:
The Auditorium, Northside Conference Centre, Oxley Street (Cnr Oxley Street and Pole Lane),
Crows Nest, NSW 2065
ATTENDING THE MEETING IN PERSON
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form
and may elect not to receive annual reports. To do so, contact Computershare.
DOW
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
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SAMPLEVILLE VIC 3030
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SRN/HIN: I9999999999
DOW
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
XX
For your proxy appointment to be effective it
must be received by 11:00am (AEDT) on
Sunday, 9 November 2025.
All your securities will be voted in accordance with your directions.
YOUR VOTE IS IMPORTANT
Phone:
1300 556 161 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
Need assistance?
Proxy Form
Lodge your Proxy Form:How to Vote on Items of Business
Online:
Lodge your vote online at
www.investorvote.com.au using your
secure access information or use your
mobile device to scan the personalised
QR code.
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the
meeting you will need to provide the appropriate “Appointment of Corporate
Representative”. A form may be obtained from Computershare or online at
www.investorcentre.com/au and select "Printable Forms".
PARTICIPATING IN THE MEETING
SIGNING INSTRUCTIONS FOR POSTAL FORMS
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
By Fax:
Your secure access information is
APPOINTMENT OF PROXY
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
Control Number: 999999
PIN: 99999
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, at least one of the
securityholders must sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry,
please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the company (pursuant to section 204A
of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also
sign alone. Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please sign in the appropriate place to indicate the office
held. Delete titles as applicable.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes
opposite each item of business. If you do not mark a box your proxy may vote or abstain as
they choose (to the extent permitted by law). If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
percentage or number of securities you wish to vote in the For, Against or Abstain box or
boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the
meeting and vote on a poll. If you appoint two proxies you must specify the percentage of
votes or number of securities for each proxy, otherwise each proxy may exercise half of the
votes. When appointing a second proxy write both names and the percentage of votes or
number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
You may elect to receive meeting-related
documents, or request a particular one, in
electronic or physical form and may elect
not to receive annual reports. To do so,
contact Computershare.
Samples/000001/000002/i12
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
I 9999999999
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act
generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the
extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Downer EDI Limited to be held at The Auditorium, Northside
Conference Centre, Oxley Street (Cnr Oxley Street and Pole Lane), Crows Nest, NSW 2065 and as a virtual meeting on Tuesday, 11 November
2025 at 11:00am (AEDT) and at any adjournment or postponement of that meeting.
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting
as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 3
and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 3 and 4 are connected directly or
indirectly with the remuneration of a member of key management personnel, which includes the Chair.
Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on
Resolutions 3 and 4 by marking the appropriate box in step 2.
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the
Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
IND
DOW319618A
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
XX
Appoint a Proxy to Vote on Your Behalf
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
Proxy Form
Please markto indicate your directions
I/We being a member/s of Downer EDI Limited hereby appoint
the Chair
of the Meeting
OR
PLEASE NOTE: Leave this box blank if
you have selected the Chair of the
Meeting. Do not insert your own name(s).
Step 1
Step 2
Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
This section must be completed.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director & Sole Company Secretary
Director
Director/Company Secretary
Update your communication details
By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile NumberEmail Address
(Optional)
Signature of Securityholder(s)
Step 3
ForAgainstAbstain
Resolution 2AELECTION OF DIRECTOR - KERRY GLEESON
Resolution 2BELECTION OF DIRECTOR - ANNETTE CAREY
Resolution 2CRE-ELECTION OF DIRECTOR - ADELLE HOWSE
Resolution 2DRE-ELECTION OF DIRECTOR - MARK MENHINNITT
Resoulution 3ADOPTION OF REMUNERATION REPORT
Resolution 4APPROVAL OF MANAGING DIRECTOR’S LONG-TERM INCENTIVE (LTI)
Resolution 5REINSERTION OF PROPORTIONAL TAKEOVER APPROVAL CONDITIONS
Date
/ /

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