Chair's Address & CEO's Report to Shareholders

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11 November 2025


ASX Market Announcements Office
ASX Limited
Level 27, 39 Martin Place
Sydney NSW 2000


Dear Officer

RE: Downer EDI Limited 2025 Annual General Meeting

Please find attached a copy of the following documents related to the Annual General Meeting of Downer
EDI Limited to be held at 11:00am today:
• Chair’s address to shareholders;
• Chief Executive Officer’s report; and
• Slide presentation for the meeting.

Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary

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


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

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Chair’s Address
Ladies and gentlemen,

Financial Year 2025 marked a clear step forward in the Downer Group’s financial and operational reset. The
Company delivered another period of consistent performance driven by disciplined execution and steady
improvement in margin expansion, cash generation, and shareholder returns.

We have continued to make steady progress in our transformation program – implementing changes to
simplify our business, improve efficiency, and enhance returns for our shareholders.

The first day of the 2025 financial year saw the launch of The Downer Difference, our high-performance
cultural blueprint built on accountability, customer-centricity, and inclusion – the values and behaviours that
define who we are and how we work. Throughout the year, led with passion by our CEO, Peter Tompkins,
significant effort went into embedding this culture across the organisation – it is being embraced with energy
and ownership by our people.

On 21 August 2025, we announced our intention to undertake an on-market share buy-back of up to $230
million – or approximately five percent of issued capital.

The buy-back commenced on 17 September. Supported by a strong balance sheet and high operating cash
conversion, this decision reflects growing confidence in the company’s performance and outlook. It also
aligns with our disciplined approach to capital allocation, and we consider it to be an effective mechanism to
return value to shareholders while preserving the flexibility to support sustainable growth.

We also continue to monitor the role of our ROADS securities in our capital structure.

Further, we also increased our dividend payout ratio range to 60 to 70 percent of underlying NPATA, up from
50 to 60 percent, and we are targeting fully franked dividends going forward. The final dividend of 14.1 cents
per share is 100 percent franked and represents an increased payout ratio of 65 percent. This brings the
FY25 total dividends to 24.9 cents per share, which is an increase of 46.5 percent on the prior year and
represents a full year payout ratio of 63 percent.

The uplift in both franking and the payout ratio reflects the solid financial foundation we have built – one that
allows us to return more value to shareholders while continuing to invest with discipline for the future.

Risk management remains central to our transformation, and we continued to strengthen our risk disciplines
throughout FY25.

At a Board level, and augmenting the risk focus of the Audit and Risk Committee, the Project Governance
Committee is responsible for oversight of key opportunities and contracts to ensure alignment with our
strategy, capability and capacity to deliver within acceptable risk profiles. At a management level, quarterly
business reviews and monthly project reviews continue to drive performance, transparency and
accountability. The Board Risk Appetite Standard has been operationalised in each Business Unit, driving
disciplined decision making when pursuing opportunities.

Remuneration remains another important area of focus. Sustainable success relies on structures that are
fair, fit-for-purpose, and aligned with both business strategy and shareholder expectations. During the year,
we completed a comprehensive review of remuneration frameworks and levels, overseen by the Board
People and Culture Committee and supported by independent external advisors.

While the overall structure of the FY26 Short-Term Incentive plan is largely retained, specific measures have
been enhanced. The Funds From Operations metric has been replaced with Operating Cash Flow to better
reflect our focus on cash generated from operations. People measures incorporate specific employee
engagement actions together with an employee engagement score and participation measured via an
upgraded employee engagement survey. Deferred STI awards will be issued as restricted rights at the start
of the deferral period, further aligning incentives with shareholder outcomes.

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We also refined and simplified the Long-Term Incentive plan for FY26. It now includes two equally weighted
measures – Earnings Per Share growth and relative Total Shareholder Return – with updated vesting scales.
These changes strengthen accountability, align with market practice, and reinforce our strategic priorities as
the transformation continues.

Ladies and gentlemen, safety remains our highest priority. In FY25, we continued to embed a safety culture
grounded in accountability – empowering teams to work smarter, speak up, and adapt to changing work
conditions. We focused on visible leadership, with Downer leaders actively engaging with frontline teams.
Across the year, more than 67,000 field safety engagements were undertaken by senior, middle, and
frontline leaders. These interactions led to both immediate in-field improvements, as well as the development
of 12 critical control projects for implementation across the business.

Pleasingly, Downer’s lagging indicators improved in FY25. Our Lost Time Injury Frequency Rate at 0.83 was
better than target and lower than the FY24 result. Our Total Recordable Injury Frequency Rate at 2.04 was
materially better than target and again also lower than our FY24 result.

Downer’s commitment to environmental responsibility continues to strengthen. In FY25, we achieved a 7.7
percent reduction in total Scope 1 and 2 emissions, supported by decarbonisation initiatives such as plant
upgrades, electrification of key plant assets, asphalt plant upgrades and efficiencies, and fleet rationalisation
and conversion.

We continued our focus on Board renewal during the year. On 20 June, we announced that two new Non-
Executive Directors, Kerry Gleeson and Annette Carey, would join the Board. Kerry and Annette bring
diverse experience and expertise and are already contributing significant value to the organisation. It was
also announced on 20 June that Teresa Handicott would be retiring at today’s AGM. Teresa has made a
significant contribution to Downer since joining the Board in September 2016, providing a strong voice on
operational performance and governance. I thank Teresa for her commitment and contribution, I wish Teresa
all the best in the future, and I will say a few more words on that prior to the close of our meeting today.

Finally, I want to address the Australian Competition and Consumer Commission (ACCC) matter. On 12
December 2024, the ACCC commenced civil proceedings against a Downer subsidiary, Spotless Facility
Services Pty Ltd, relating to allegations of historical contraventions of Australian competition law concerning
the supply of estate maintenance and operations services to the Department of Defence (Defence).
I want to state very clearly that Downer categorically denies these allegations and will vigorously defend any
proceedings.

The Downer Board and management is taking this matter very seriously, and we are of the strong view that
neither Spotless nor the two Spotless employees referred to by the ACCC engaged in unlawful conduct.
Downer is committed to acting in accordance with the standards that have underpinned the long-standing,
trusted relationship we have with Defence. We take compliance with our regulatory obligations very
seriously, and are confident we have a robust governance framework in place to manage risk and support
compliance with Australian competition law.

Spotless filed its defence in the Federal Court of Australia on 2 May 2025, and the matter is tentatively listed
for hearing on 30 March 2027.

Ladies and gentlemen, while much progress has been made, there is more to do. Our focus remains on
delivering Downer’s transformation and creating sustainable value for shareholders, customers, and the
communities we serve.

On behalf of the Board, I want to thank Peter, his Executive team, and all our people for their commitment
and performance over the past year. And I extend my sincere thanks to our shareholders for your ongoing
support and confidence in Downer.

I will now hand over to Peter to address the meeting before returning to present the resolutions. Thank you.

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CEO’s Address
Thank you, Chairman, Ladies and gentlemen, Financial Year 2025 was a year of solid progress for Downer
and builds on a transformation that we commenced two-and-a-half years ago with our back-to-basics
strategy.

Downer is well on the way to being a more consistent and disciplined organisation. By simplifying our
portfolio, focusing on delivery, enhanced risk management and building a culture of accountability, we now
have a strong foundation for long-term value creation.

As mentioned by our Chairman, Downer’s key safety performance indicators improved over the past 12
months. The completion of more than 60,000 safety leadership interactions across the business in FY25
reinforced our commitment to safety as our number one priority.

In terms of financial performance, Downer again delivered year-on-year improvement. Our continued focus
on quality of earnings and operating discipline saw our underlying EBITA margin grow to 4.4 percent – up
from 3.2 percent in FY24.

By focusing on delivery excellence, risk management and improving our cost to serve, underlying NPATA
rose 33 percent and earnings were backed by strong normalised cash conversion of 98 percent. Our
balance sheet continued to strengthen, with net debt to EBITDA under 1x, providing considerable capital
management flexibility going forward.

Excluding businesses sold or held for sale, FY25 revenue decreased by 2.5 percent on a pro forma basis –
this reflects our ongoing strategic focus on quality of revenue and the application of our risk guardrails.

Our portfolio simplification program was also completed in FY25, enabling our leaders to focus on growing
work-in-hand in our core markets and setting the business up for sustainable medium-term growth.

Our progress was reflected in the operational performance of all our core businesses in FY25.

Transport recorded an 11.1 percent increase in earnings at an EBITA margin of 5.2 percent, up 0.5 percent.
This was achieved despite our asphalt business in Australia continuing to face market challenges. Our
Transport business in New Zealand is performing well, and the Queensland Train Manufacturing Program is
progressing as expected.

Energy & Utilities achieved another year-on-year improvement, with a 43.9 percent increase in earnings.
The merger of our Utilities and Industrial & Energy teams has strengthened our position to capture more
opportunities with the combined technical capabilities supported by refreshed leadership. Power Projects
delivered a strong result with good momentum in key transmission line and substation projects, and all
legacy loss-making water projects having now been completed. Our Energy & Utilities business is now
match fit and has a very strong set of addressable markets to focus on.

And Facilities had another good year, with revenue remaining stable and EBITA margin growing to 7
percent. Integrated FM, Defence and Government all delivered year-on-year revenue and earnings growth
through higher volumes, as did the Health and Education Public Private Partnerships, which continued to
perform consistently well. In September of the current financial year, the Facilities business renewed its
Estate Services contract with the Department of Defence, which increases work-in-hand by over $3 billion
and reconfirms our position as a trusted, sovereign provider of asset management services to the Australian
Defence Force.

Across all segments, we have confidence in our market positions, capabilities and our ability to serve our
customers with a unique, whole-of-life approach to their critical infrastructure.

At our FY25 results presentation in August we provided an outlook for the FY26 Financial Year, where we
said we were targeting both underlying earnings and EBITA margin improvement, with underlying revenue
forecast for the full year to be flat to slightly lower than FY25 pro forma revenue.

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In the first four-and-a-half months of FY26, trading has been in line with our expectations and our outlook for
the FY26 financial year remains unchanged.

At our Investor Day on 27 November, we are looking forward to providing an update on our strategy, insights
into our core markets, and our medium-term ambitions for the business.

Ladies and gentlemen, I want to thank you, our shareholders, for your ongoing support. FY25 was an
important year of progress and consolidation for Downer. I would also like to thank Teresa Handicott who
retires from the Board and welcome both Kerry Gleeson and Annette Carey.

In closing, I want to acknowledge our 26,000 employees and 21,000 delivery partners, whose commitment,
skill, and hard work make everything we achieve possible.

Together, we deliver for our customers and enable communities to thrive every day.

Thank you.

Procedures and protocols
Downer

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2025
Annual General Meeting