Results of meeting

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11 November 2025



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


Dear Officer

RE: Results of Downer EDI Limited 2025 Annual General Meeting

In accordance with Listing Rule 3.13.2, it is confirmed that the resolutions relating to the following
matters were put to the Annual General Meeting of Downer EDI Limited held on Tuesday, 11 November
2025:

Item 2A Election of Director – Kerry Gleeson
Item 2B Election of Director – Annette Carey
Item 2C Re-election of Director – Adelle Howse
Item 2D Re-election of Director – Mark Menhinnitt
Item 3* Adoption of the Remuneration Report
Item 4 Approval of Managing Director’s Long-Term Incentive (LTI)
Item 5 Reinsertion of Proportional Takeover Approval Provisions
* This resolution is advisory only and does not bind the Directors of the Company.

The above matters were decided on a Poll.

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

Instructions given to validly appointed proxies
FOR AGAINST ABSTAIN OPEN
Election of Director – Kerry Gleeson 557,138,510 99.25% 3,661,280 0.65% 180,553 577,871 0.10%
Election of Director – Annette Carey 560,603,113 99.87% 197,518 0.03% 181,145 576,438 0.10%
Re-election of Director – Adelle Howse 556,686,392 99.16% 4,156,363 0.74% 133,338 582,121 0.10%
Re-election of Director – Mark Menhinnitt 551,877,329 98.31% 8,963,215 1.59% 139,696 577,974 0.10%
Adoption of the Remuneration Report 552,816,796 98.49% 7,869,447 1.40% 214,085 606,758 0.11%
Approval of Managing Director’s Long-
Term Incentive (LTI)
559,441,774 99.68% 1,280,760 0.22% 219,822 565,320 0.10%
Reinsertion of Proportional Takeover
Approval Provisions
560,068,959 99.77% 672,065 0.12% 206,818 610,372 0.11%
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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In accordance with section 251AA(2) of the Corporations Act, the following information is provided in
relation to the number of votes cast on the Polls:

Total number of votes cast on Polls
FOR AGAINST ABSTAIN RESULT
Election of Director – Kerry Gleeson 557,819,990 99.35% 3,661,280 0.65% 180,553 Passed
Election of Director – Annette Carey 561,283,160 99.97% 197,518 0.03% 181,145 Passed
Re-election of Director – Adelle Howse 557,372,122 99.26% 4,156,363 0.74% 133,338 Passed
Re-election of Director – Mark Menhinnitt 552,558,912 98.41% 8,963,215 1.59% 139,696 Passed
Adoption of the Remuneration Report 553,462,978 98.60% 7,869,447 1.40% 214,085 Passed
Approval of Managing Director’s Long-Term
Incentive (LTI)
560,046,818 99.78% 1,280,760 0.22% 219,822 Passed
Reinsertion of Proportional Takeover
Approval Provisions
560,782,940 99.88% 672,065 0.12% 206,818 Passed




Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary

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