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HY26 Results Presentation

Half Year Results18 February 2026DOWIndustrials

1H26 Results Presentation
For the six months ended 31 December 2025

19 February 2026

2
1H26 Results

Defence

spending

Energy

transition

Diversified exposure to growth sectors building long-term value

ANZ local industry

revitalisation

Sustainable

growth

opportunities

Transport

Road Services

Projects

Rail & Transit Systems

Energy & Utilities

Power & Gas

Water

Energy & Industrial

Telecommunications

Facilities

Defence

Health

Education

Government

Population

growth

The Downer advantage - enabling communities to thrive

500+

Operating sites

23,500+

Employees

13,000+

Network of suppliers &

subcontractors engaged

in the 6 months to 31-Dec-25

Significant size,

scale and breadth

of capability

Sectors

Robust risk management

and governance

framework

Market leadership with

capabilities built around

strong cores

Strong culture of

performance and

investment in our people

Sovereign prime contractor,

enduring local industry supply

chains, customer relationships,

strong brand

Differentiators

3
1H26 Results

Demonstrated resilience

despite variability in market

conditions

Delivering bottom line

improvement


Ongoing opportunity

for improvement

Strategic wins growing

work-in-hand

Capacity to invest in

growth

Programs continue to

enhance contract margins

and cost to serve, with further

upside potential

Wins across energy, water,

defence and transport

position the business for

medium term growth

A strong balance sheet

provides the capacity to

pursue strategic growth

opportunities

Continued uplift in

performance, underpinned

by stronger contract delivery

and cash backed period-on-

period improvement

Topline reflects our risk culture

reset, portfolio simplification

strategy, and focus on

disciplined, high quality

revenue

Diversified portfolio

driving resilience

Key messages

At our Investor Day in Nov-25, we

set out a clear transition focused

on sustainable growth, supported

by new FY28 and FY30

management ambitions

We have the right foundations in

place and continue to strengthen

our market positions

On track to exceed management target

1

of >4.5% EBITA margin averaged across FY25/FY26

Quality of revenue

driving margin growth

4
1H26 Results

Building performance momentum

+8.9% on Jun-25

EBITA margin

2,3

4.6%

1H26

4.6%

1H25

3.7%

1H24

2.5%

On track to exceed

management target

1


of >4.5% averaged

across FY25 and FY26

Statutory NPAT

$98.0m

+30% on 1H25

EBITA

2,3

+11.2% on 1H25

$227.1m underlying EBITA

2,3

NPATA

2,3

$136.1m

+7% on 1H25

$38.2bn driven by

strategic wins

Work-in-hand

Interim dividend

Cash conversion

5

90.5%

Cash backed results

5


Exceeded >90% target

Leverage ratio

0.8x

Net debt to EBITDA

6


Improved from 1.3x at Dec-24

7.3%

EBITDA

margin

12.9cps

Underlying EPS

2,7

10% uplift on 17.0cps in 1H25

18.7cps

+19% on 1H25

100%

4

franked v 75% in 1H25

65% payout ratio v 60% in 1H25

For the six months ended 31 December 2025

Underlying margin

5
1H26 Results

1H25

underlying revenue

TransportEnergy & UtilitiesFacilitiesCorporate1H26

underlying revenue

Focus on revenue quality builds platform for sustainable growth

5,506

4,919

(3.3)%

0.5%

1H25

pro forma

revenue

$’m

2

2

9

(2.0)%

5,105

4,856

(0.1)%

Ongoing

softness in AUS

Road Services

Hawkins risk

guardrail reset

Nearing

completion of

major projects

(CRL, HCMT)

Timing of

opportunity

pipeline (NZ)

4% to 5% revenue CAGR

8

from FY26

63

401

Revenue from

divested

businesses

1H26

pro forma

revenue

Revenue from

divested

businesses

Strong growth in

Power Projects,

solid activity in

Energy &

Industrial

Consolidation of

Telco AUS

providers & lower

NBN volumes

Timing of ramp

up of newly won

work in Water

Growth in

Government/

IFM, Health and

Education

Solid EMOS

volumes ahead

of the AUS

Defence PAS

contract

transition

AUD / NZD foreign exchange translation impact

FY30 management ambition

Underlying revenue declined 3.6% on 1H25 pro forma

(pro forma revenue declined 4.9%)

broadly aligned with our expectations

9

6
1H26 Results

Jun-25

11

Dec-25

$35.1bn

TransportEnergy & UtilitiesFacilities

024681012

FY26

FY27

FY28

FY29

FY30

FY31+

Profile


at Dec-25

$38.2bn

$’bn

▪WIH growth: Energy & Utilities +21.6%, Facilities

+20.2% and Transport -3.5%

▪~$4.5bn of preferred bidder status contracts,

disclosed on 21-Aug-25, converted into WIH

▪Good momentum with new contract wins,

renewals and extensions across Defence,

Power Projects, Water, Energy & Industrial,

Housing and Rail positioning transition to

sustainable growth

▪~$1.5bn preferred bidder positions in larger

contracts (at 18-Feb-26, excluded from WIH)

for ~$1bn; road maintenance contracts in NZ

and Sydney motorway contract, plus

~$500m integrated facilities management

contract

▪Medium-term outlook remains pos i t i v e ,

supported by active tendering across core

addressable markets including NZ

Infrastructure, Road Services, Water, Power,

Rail and Facilities Management

Work-in-hand increased 8.9% to $38.2bn

Robust

order book

Diversification

driving resilience

Long-dated

contracts

Diversified

by industry

~90%

government related

~90%

services

10

7
1H26 Results

185.6

14.3

8.8

6.7

4.3

219.7

1H25

underlying EBITA

TransportEnergy & UtilitiesFacilitiesCorporate1H26

underlying EBITA

3.7%

Margin improvement across all segments

4.6%

~90bps margin expansion

1H25

underlying

EBITA margin

2

1H26

underlying

EBITA margin

2

18.7

7.4

204.3

227.1

Pro forma EBITA increased 18.4%

through disciplined approach to improving

revenue quality and stronger contract delivery

$’m

1H25

pro forma EBITA

EBITA from divested

businesses

1H26

pro forma EBITA

EBITA from divested

businesses

9

9

Towards 6% EBITA margin

12

22

FY30 management ambition

8
1H26 Results

Supported by strong medium-term sector fundamentals

Transport

Road Services, Rail & Transit Systems, and Projects

$129.3m

EBITA

9

$2.5bn

Revenue

9

5.3%

EBITA margin

9

64.0% on pcp

2,623.5

2,555.5

2,453.9

1H25

1H26

1H24

93.0

115.0

129.3

3.5%

4.5%

5.3%

1H25

1H26

1H24

1H25

1H26

1H24

50.8pp on pcp

512.4% on pcp

Revenue, EBITA, EBITA margins and WIH are presented on a pro forma basis.

Work-in-hand

11

$’m

63.5% on Jun-25

$16.5bn

18.0

17.1

16.5

Jun-25

Dec-25

Dec-24

Operational and strategic highlights

▪Appointment of new Transport & Infrastructure COO Doug Moss, commencing Apr-26

▪Profitability uplift driven by improved contract delivery and disciplined cost management

▪Enhanced contract delivery driving solid performance in NZ business despite lower activity

levels in some areas

▪AUS Road Services volumes remain impacted by soft Transport Agency spend, partially

offset by positive project performance

▪Rail & Transit Systems performance supported by strong progress on QTMP

▪Hawkins maintained profitability on a lower revenue base driven by disciplined project

selection and delivery

Project milestones, delivery and awards

▪Auckland City Rail Link commenced train testing in 2H25, targeting opening in 2H CY26

▪$4.6bn QTMP project; first train prototype nearing completion, testing to commence in late

2026/early 2027, construction of new Torbanlea facility nearing completion, enabling the

manufacturing of the first locally built train to commence

▪Awarded NZ$311m NZ State highway alliance agreement for southern component of Ōtaki to

North of Levin, commenced in Spring 2025

▪~$1bn preferred bidder status (at 18-Feb-26, excluded from WIH) for NZ State Highway road

maintenance contracts and Sydney motorway network maintenance contract

Commercial and strategic transactions

▪Divestment of 49% interest in Keolis Downer completed on 1-Dec-25 generating $68.7m

collected from sale proceeds and $27.3m from dividends

9
1H26 Results

Attractive underlying opportunities and value

drivers align with integrated value chain

Transport

Cash

generation

Strategically

positioned assets

Vertically

integrated

Balanced risk

profile

Sector outlook

▪Population and urban growth continue to shape long-term road and rail infrastructure

demand

▪Ongoing investment into long-term road and rail maintenance, operations and asset

renewal remains fundamental to network performance

▪AUS Transport Agency spending on road surfacing expected to return towards historical

levels over time

▪NZ Roads and Rail outlook improving, supported by updated national and regional

infrastructure programs

▪Airport investment remains supportive, with major domestic terminal and runway works

underpinning near-term activity

▪Continued emerging demand for data, digital and long-term asset management services

▪Energy transition in transport, including low-emissions rollingstock, supports longer- t e r m

opportunity in rail

Portfolio fundamentals

~$30bn

Target segments

Asphalt surfacing

Rail services

Rollingstock

Asset management

Civil infrastructure and building

sectors

1H26 revenue

$2.5bn

Addressable market

13

3%–4%

revenue CAGR

8

from FY26

FY30

management ambition

Towards 6.5%

EBITA margin

12

10
2025 Investor Day

10

1H26 Results

4.4%

$1.3bn 

$57.5m

Power & Gas, Water, Energy & Industrial, Telecommunications

EBITA

9

Revenue

9

EBITA margin

9

1,589.4

1,462.2

1,293.7

42.1

48.7

57.5

2.6%

3.3%

4.4%

1H25

1H26

1H24

1H25

1H26

1H24

1H25

1H26

1H24

611.5% on pcp

518.1% on pcp

51.1pp on pcp

Revenue, EBITA, EBITA margins and WIH are presented on a pro forma basis.

Energy & Utilities

Secured work supporting participation in upcoming

energy and water opportunities

$6.2bn

521.6% on Jun-25

Operational and strategic highlights

▪Uplift in profitability driven by Power Projects (incl. transmission lines and substations),

Energy & Industrial and disciplined cost management

▪New Water contracts mobilising with activity ramp up expected in 2H26

▪Efficiencies delivered through operating model changes and site / contract closures

▪Telco reset following consolidation of AUS providers and lower NBN volumes

▪Delivering on electrical and water infrastructure to support data centre sector growth

Project milestones and delivery

▪Strong activity levels and contribution uplift across Power Projects portfolio

▪New Water contract with Urban Utilities commenced in Sept-25, supporting the delivery of

capital works in SEQ up to 10yrs

▪Commenced NZ$600m electricity field services contract with Powerco NZ in Jul-25

▪Completion of margin-dilutive $200m p.a. VIC Power Maintenance contract in Jul-25

Awards and secured work

▪WIH grew 21.6% to over $6bn; strategic wins in Power, Energy & Industrial, Water and NZ Telco

▪Awarded ~$700m in Power Projects, including Powerlink and Transgrid panels, and other

TNSP electrical infrastructure projects supporting BESS/Renewables grid connections

▪Awarded $750m Chevron contract in Energy & Industrial, up to 15yrs incl. extension option

▪Extended $200m gas services contract with AusNet Services, for 3yrs, commencing in Apr-26

4.7

5.1

6.2

Jun-25

Dec-25

Dec-24

$’m

Revenue, EBITA, EBITA margins and WIH are presented on a pro forma basis.

Work-in-hand

11

11
2025 Investor Day

11

1H26 Results

Energy & Utilities

Portfolio fundamentals

Strong investment in essential networks

supporting sector growth outlook

Cash

generation

Exposure to high

growth sectors

Capital

light

Balanced risk

profile

~$35bn

Addressable market

13


Target segments

Water

Power generation, transmission, distribution

Renewables and firming energy

Telecommunications

Essential service maintenance

$1.3bn

1H26 revenue

Sector outlook

▪Continued strong pipeline across the energy sector, with increased spending on power transmission,

storage, network connections to renewables, grid stabilisation and network resilience

▪Government policies are accelerating near-term energy investment, particularly in NSW, QLD and WA

▪Ageing water infrastructure in ANZ urban centres is driving upgrades and maintenance programs

▪Demand in water capital is driving customers to package into programs to secure capability and

attract delivery partners

▪New Zealand Council Controlled Organisations providing framework to ramp up water capital

spending

▪Telco market is transitioning from major build programs to network maintenance, augmentation,

resilience, response to data demands and beyond 5G planning

▪Data centre sector growth driving energy demand

8%–9%

revenue CAGR

8

from FY26

FY30

management ambition

Towards 7%

EBITA margin

12

12
1H26 Results

Facilities

Defence, Health, Education, and Government

7.0%$77.6m

EBITA

9

$1.1bn

$m

Revenue

9

Long-term contracts delivering essential services to

high quality customer base

52.4% on pcp

59.4% on pcp

50.4pp on pcp

1,048.8

1,082.0

1,107.5

1H25

1H26

1H24

6.4%

6.6%

7.0%

67.6

70.9

77.6

1H25

1H26

1H24

1H25

1H26

1H24

Revenue, EBITA, EBITA margins and WIH are presented on a pro forma basis.

$15.5bn

520.2% on Jun-25

EBITA margin

9

Operational and strategic highlights

▪Continued growth in Government/IFM and solid volumes in Defence Estate

Maintenance businesses

▪Performance improvement programs driving outcomes on Defence contracts

▪Mobilisation and ramp-up of the Homes NSW public housing portfolio (RAPM) and the

facilities maintenance services for Dept. of Home Affairs

▪EMOS demobilisation and Property & Asset Services (PAS) mobilisation, with new

contract effective 1-Feb-26 and margins to reset lower in 2H26 following this transition

▪Ongoing investment in Asset Works Management System upgrade and the service

delivery operating model to enhance efficiency and cost to serve

▪Solid pipeline supported by continued government and commercial outsourcing,

supporting long-term contract visibility

Awards and secured work

▪Awarded $3.05bn PAS Defence contract for base and estate services, initial term of 6yrs

plus options up to 4yrs

▪Awarded $220m contract for Defence Professional Services, up to 4yrs

▪~$500m preferred bidder status (at 18-Feb-26, excluded from WIH) for integrated

facilities maintenance contract, initial term of 5yrs

Commercial and strategic transactions

▪NZ Cleaning divestment completed in Jul-25

12.9

12.9

15.5

Jun-25

Dec-25

Dec-24

Work-in-hand

11

13
1H26 Results

Facilities

Portfolio fundamentals

Cash

generation

Exposure to high

growth sectors

Capital

light

Long term secured

contracts

Continued opportunity for integrated

facilities management solutions and partnering

~$45bn

Addressable market

13

Target segments

Defence

Health

Education

Government services

$1.1bn

1H26 revenue

Sector outlook

▪Continued essential-service demand across government and private custo m e r s

seeking value-for-money facilities and asset management solutions under f i s c a l

budget pressures

▪Defence spending and the government’s focus on sovereign capability and northern

posture underpin demand for Defence estate and facilities services

▪Defence infrastructure investment and capability programs supporting volumes over

the medium term

▪Demographic change and an ageing population are increasing demand for health,

education and social infrastructure services

▪Ongoing demand for Integrated FM and large-scale outsourcing and partn e r i n g

▪Digital transformation and higher asset utilisation are driving demand for

data-driven asset management se r v i c e s

4%–5%

revenue CAGR

8

from FY26

FY30

management ambition

Towards 6.5%

EBITA margin

12

14
1H26 Results


Improving shareholder return

DownerS&P / ASX 200 Accumulation Index

Mar-23Aug-23Jan-24Jun-24Oct-24Apr-25Sep-25Feb-26

-%

40%

80%

120%

160%

200%

+131%

up to ~5% of issued capital

~$260m

Total shareholder return

outperformance

14

Dividend and

franking uplift

6.0cps

10.8cps

12.9cps

1H241H251H26

+19%

on 1H25

dividend

▪1H26 interim dividend fully franked

4

▪Payout range target 60%-70% of U-NPATA

▪Targeting 100% franked dividends in FY26

Franking100%

75%

0%

+115%

dividend

growth in

2 years

Share buy-back

15


signalling confidence

▪~$64m bought back to date

▪Strong balance sheet with capacity

to invest in sustainable growth

▪Leverage target at or around 1.5x

remains unchanged

TSR outperformance

since 1-Mar-23

+168%

+37%

15
1H26 Results

ESG focus areas and performance

Climate change

and environment

PeopleSustainable

procurement

▪145.9 ktCO2-e

Absolute Scope 1 and 2

(Market-based) emissions

1.7% reduction on 1H25

▪28.86 tCO2-e/$

Scope 1 and 2 (Market-

based) emissions intensity

4.6% increase on 1H25

▪Zero Significant Cat 4+

incidents (no change from

1H25)

Since 1-Jul-25:

▪AUD$20m spent with

Aboriginal and Torres Strait

Islander businesses

▪NZD$26m spent with Māori

and Pasifika businesses

▪AUD$5m spent with social

enterprise organisations

Decarbonisation levers

Transition

of fleet

Energy

efficiency

Renewable

energy

Fuel

switching

11% electricity

11% natural gas

78% liquid fuels

Emissions targets

50%

Reduction by 2032 across

Scope 1 and 2 emissions

against a 2020 baseline

Net Zero

By 2050 across

Scope 1 and 2 emissions

Governance &

ethics

Safety

12 month rolling frequency rate

2.26 TRIFR

16

1H25: 2.24

0.87 LTIFR

16

1H25: 0.85

▪Continued to enhance

license to operate

initiatives, project

governance and risk

controls

▪3-year average NED

tenure with continued

Board renewal

1H26 Scope 1 and 2 emissions by sources

▪Developing new Employee

Value Proposition (EVP)

aligned with Purpose and

culture

16
1H26 Results

Financial

performance

17
1H26 Results

Margin uplift supported by strong cash conversion

$151m

$186m

$220m

2.8%

3.6%

4.5%

Pro forma EBITA

Pro forma EBITA margin

1H241H251H26

$5,306m

$5,105m

$4,856m

1H241H251H26

$4.9bn

Ongoing focus on quality

with strategic wins

increasing WIH

$220m

+18.4% on 1H25

Solid financial performance supported by margin improvement, cash backed earnings and capital discipline,

positioning the balance sheet to pursue strategic growth opportunities and cost to serve efficiencies

Pro forma revenue

$76m

$127m

$136m

1H241H251H26

NPATA

2,3

Underlying NPATA

Revenue

9,17

EBITA

9

90.5% cash conversion

5

227m

293m

312m

87.7%

94.2%

90.5%

Adjusted operating cash flow

Cash conversion

1H241H251H26

$312m

Adjusted operating

cash flow

+7.0% on 1H25

$136m

18
1H26 Results

219.7

7.4

227.1

(5.9)

(16.1)

(6.3)

(13.9)

184.9

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

-

50

100

150

200

250

Gain on disposal

of Keolis Downer

Gain on disposal

of E&U customer

contract

Loss on disposal

of New Zealand

cleaning

Loss on exit of an

Australian

cleaning and

catering contract

Reconciliation to statutory result

Pro forma to statutory EBITA

3

Net EBITA

contribution

from

divestments

completed in

1H26

Refer to slides

40, 41

Costs incurred

in the

transformation

investment

•Redundancy/

severance

$2.7m

•Transformation

(incl. IT) $13.4m

Impairment and

site rectification

of rail facility

$10.0m

Accelerated

amortisation

and impairment

of IT assets $2.1m

Impairment of

surplus property

assets $1.4m

$’m

ACCC

proceedings

Shareholder class

action

9

2

19
1H26 Results

833.8

226.8

(52.5)

(63.0)

(6.1)

(99.3)

(64.4)

76.9

(168.8)

683.4

Opening cashOperating cash

flow

Net capexPayment of

lease liabilities

Advances/receipts

from other parties

Dividends

paid

Share buy-backNet

divestments

Borrowings

and FX

Closing cash

-

250

500

750

1,000

1,250

Payment

relates to FY25

final dividend

of 14.1cps, and

ROADS

90.5%

normalised

cash

conversion

5

Increased tax

payments

Primarily

maintenance

capex in the

Transport

segment

Cash backed result

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

$’m

Free cash flow of $105.2m

Proceeds

include:

- $68.7m Keolis

Downer,

- $5.1m E&U

customer

contract

- net $3.1m

other

divestments

Reduced

due to

rationalisation

of fleet and

sites

20
1H26 Results

Debt maturity profile A$m at Dec-25

Balance sheet positioned to support transition to growth

▪Maintain Fitch BBB investment grade rating

▪Compliant with / buffer to covenants on key credit metrics

▪Weighted average cost of debt of 5.4% in 1H26

▪Net interest expense lower than anticipated due to reduced drawn debt and lease liabilities

▪Funding capacity realigned to 1.5x leverage target

▪USPP notes repaid in Jul-25 and AMTN issuance targeted in 2H26 further extending maturity

profile at Jun-26 to ~4 years

▪Substantial bonding capacity: $1.9bn facility with $700m available

A$ MTN

Syndicated Bridge Loan Facilities

Bilateral Loan Facilities

Syndicated Loan Facilities

JPY MTN

FY26FY27FY28FY29FY30FY31FY32FY33

-

100

200

300

400

500

600

Leverage

0.8x

Improved from 1.8x

9.2x

Improved from 4.4x

Interest / EBITDA

Weighted average debt maturity 3.1 years

18

v 3.5 years at Jun-25

Interest coverage ratio

Net debt / EBITDA

1.8x

1.3x

0.8x

Dec 23Dec 24Dec 25

4.4x

7.2x

9.2x

Dec-23Dec-24Dec-25

21
1H26 Results

Portfolio and capital return choicesIndicative capital uses

19,20

Capacity to invest for growth

Organic

▪Disciplined / aligned with

market outlook

▪Target enhanced efficiency

/ capacity / productivity

▪Asphalt plants / fleet

M&A and capital

recycling

▪Core / adjacencies

▪Build capabilities

▪Counter-cyclical and

growth vectors

▪Small to medium size

▪Portfolio optimisation

▪Divestment cycle largely

completed

Capital return

▪Target dividend payout

range 60-70% fully

franked

▪On-market share buy-

back of 5% of issued

capital

21

▪ROADS role in capital

structure under review

Growth capex

▪Aligned with opportunity

pipeline

▪Transformation investment

in process improvement,

automation & technology

modernisation

Investment Committee

reviews proposals for

alignment with strategy

and against a range of

metrics including ROIC

hurdle rate above cost

of capital

Gross capital

expenditure

20

Dividends

Transformation

investment

19,20

Buy-back

15

FY26: ~$60m

FY26: ~$170m

1H26: $56m

Program: $260m

1H26: $64m

60% to 70% payout ratio

of U-NPATA

1H26: $26m

CHANGE IMAGE
Priorities

and outlook

23
1H26 Results

FY28

Management ambition – balanced scorecard

9%

underlying EPS CAGR

22

from FY25

reflecting the top end

of LTI scorecard

Management ambition - balanced scorecard is not provided as guidance

Foundations

Safety Leadership & cultureCustomerRisk managementCapital managementEmissions

▪Industry leading metrics

▪No fatalities

▪Embed a high

performance culture

▪Elevate engagement to

top quartile

▪Enhance customer

relationships towards

+20 NPS

▪Selective tendering to

achieve quality earnings

▪~1.5x target leverage

▪60% to 70% dividend

payout of U-NPATA

▪50% reduction in Scope 1

& 2 emissions (vs 2020

baseline) by 2032

▪Net zero by 2050

4%-5%

revenue CAGR

8

from FY26


Towards 6%

EBITA margin

12


>90%

average

cash conversion

FY30

24
1H26 Results

1H26 performance was in line with our expectations.

Our focus continues to be building a high quality order book

with adherence to our risk guard rails and operating discipline.

For FY26, on an underlying basis, we are targeting:

▪revenue to be slightly lower than FY25 pro forma revenue

23

▪earnings and EBITA margin improvement

▪NPATA of $295 million to $315 million, assuming no material

change in economic conditions or market demand, and no

material weather disruptions.

This target is reflected in the

LTI scorecard gates and is not

provided as guidance

Group outlook

>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 48.

Executing on-market

share buy-back

21

<$260m

program

~5% of issued capital

Management target

EBITA margin

1

25
1H26 Results

Supplementary

information

26
1H26 Results

Purpose,

pillars &

culture

OUR PURPOSE

OUR PILLARS

OUR CULTURE

27
1H26 Results

Where to next: sustainable growth

Energy

transition

Population

growth

90% of WIH

cost

indexation

26

Water

Cyclical recovery

▪AU Roads

▪NZ economy

Responsibly growing our top line to GDP+ growth

Defence

spend

28
1H26 Results

Contract

margin uplift

Business

mix

Risk

guardrails

4.4%

EBITA margin

in FY25

Cost

leadership

Towards 6%

EBITA margin

in FY30

12

Where to next: ambition beyond 4.5%

The areas of opportunity for the next phase of improvement

29
1H26 Results

ModerateSteadyLow

Contract margin uplift opportunity

Energy & Utilities

Transport

Facilities

Moderate

High

Steady

Drivers of contract margin opportunity / risk

Business

mix

Delivery

excellence

Cost

leadership

Cyclical

recovery

Long-term

contract

renewals

Cost

indexation

Business mix Pipeline expected to support higher contract margin mix

Delivery excellence ~25% of current portfolio tracking below tender margin

Cost leadership Process improvement and automation will drive

operational efficiency

Cyclical recovery AU Roads and NZ economic recovery in medium-term will

drive operating leverage

LT contract renewals Facilities outlook impacted by reset to market for large

contract renewals

Cost indexation ~90%

26

of WIH supported by cost indexation mechanism

Contract

margin growth

potential

Targeting 0.5%-0.75% uplift

contribution towards

6% EBITA margin in FY30

12

High

The 0.5%-0.75% uplift contribution towards 6% EBITA margin in FY30 is from the FY25 EBITA margin of 4.4%.

30
1H26 Results

Investment in delivery excellence

Right people, right roles, right time

Cost

leadership

Strengthening workforce capability to enhance current and future market competitiveness

Compliance with

Delivery Management Methodology

Management of scope and change

Management of program and budget

Robust delivery governance and leadership

Back to basics

Core contracting

disciplines

Project

controls

Modernise

technology

Frontline

learning &

development

Margin

improvement

plans

Delivery

incentives

Project

Day 1

readiness

Risk &

opportunity

management

Commercial

excellence

Capability

assessments

Delivery

governance

Multi-year

capability

uplift program

Critical risk

observations

Organic revenue

growth per contract

Margin improvement on

budget per contract

Improvement in

people engagement

Contract

targets

31
1H26 Results

~$213m cost savings

Cumulative annualised gross cost out delivered from

the transformation program from Feb-23 to Jun-25

Further efficiency opportunities

Internal analysis & benchmarking of overheads and

cost to serve metrics

Targeting 0.5%-0.75% uplift

contribution towards

6% EBITA margin in FY30

12

Cost leadership

Cost

leadership

Workforce

management

Fleet

optimisation

Strategic

procurement and

supply chain

management

Technology

simplification

Business support

digitisation & process

improvement

Shared Services

optimisation

Ongoing transformation investment

Required to modernise business support

Benefits realisation over medium term

Balancing level of business disruption,

sequencing of change and execution risk

The 0.5%-0.75% uplift contribution towards 6% EBITA margin in FY30 is from the FY25 EBITA margin of 4.4%.

32
1H26 Results

Investment to support growth and drive margin improvement

FY26FY26FY27 - FY28FY29+

$Project management

$Fleet optimisation

$$Work management

$$Shared Services optimisation

$$$Business support optimisation

$$$My Time My Pay

$ERP simplification

$Long-term asset management

$Strategic procurement

$AI automation

~$60m

indicative

FY26 investment

20,24

33
1H26 Results

Queensland Train Manufacturing

Program (QTMP)

Setting a new benchmark in

Australian manufacturing,

positioning us at the

forefront of future rail

innovation

▪Largest investment in new rollingstock in QLD history

▪~$4.6bn project commenced in Jun-23

▪~41% of revenue delivered to date

▪First train prototype nearing completion with testing to

commence in late 2026/early 2027

▪Construction of new Torbanlea facility nearing completion,

enabling the manufacturing of the first locally built train to

commence

▪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 will deliver:

▪65 six-car passenger trains with option of up to 15 additional sets

▪Two purpose built facilities in QLD; train manufacturing in Torbanlea, and

maintenance and stabling in Ormeau

▪Two training simulators

▪15 year train maintenance with extension options

34
1H26 Results

Keolis Downer

AU transport projects

Environmental & recycling

Smart meter assets

Building services

Commercial building services

Cleaning, catering

Portfolio simplification has reshaped Downer

Divestment / exit

Mining

Laundries

Transition to a

services-led model

Trans-Tasman leadership

Rationalisation and

portfolio simplification

20212022202320242025

Capital intensive, cyclical and

exposed to market volatility

Capital-light, balanced, disciplined risk

management, sustainable improvement focus

35
1H26 Results

Rationale

UndervaluedSector exposureRisk managementCyclicalityNon-core

Divestments - FY23 to 1H26

Repurpose It

Australian Transport Projects

Asset and Development Services

AE Smith New Zealand

VEC Contracts

Spotless Advanced Metering

Cleaning Australia and Catering businesses

Laundries business

Interest of 49% in Keolis Downer Pty Ltd

Cleaning New Zealand

Energy & Utilities customer contract

Divested a combination of underperforming,

low-margin and non-core businesses

Divestment cycle largely completed;

applying capital management framework

Recent divestments

36
1H26 Results

Transport

51%

Energy &

Utilities

26%

Facilities

23%

Transport

43%

Energy &

Utilities

16%

Facilities

41%

Mature / GDP growth

25

Higher growth potential / GDP+

25


Cyclical growth opportunity

25

Road

Services

26%

Rail &

Transit

Systems

15%

NZ Projects

(including

Building)

10%

Power

& Gas

3%

Energy &

Industrial

9%

Telco

7%

Water

7%

Govt /

H&E

14%

Defence

9%









High quality

balanced portfolio

across sectors,

geographies and

contract types

Dec-25

WIH

$38.2bn

1H26

revenue

$4.9bn

9,17

Transport

49%

Energy &

Utilities

22%

Facilities

29%

1H26

segment

EBITA

$264.4m

3,9

37
1H26 Results

▪Order book reflects a balanced mix of contract types, with risk exposure correlated to portfolio composition

▪Capital-light services dominate the portfolio, and risk is actively managed in line with Group appetite and strategic objectives

▪Lump sum construction work typically involves lower risk contract types, such as early contractor involvement (ECI)

Balanced portfolio with disciplined risk-return management

Contract commercial models - Dec-25 WIH

Cost-plus

8%

Schedule

of rates

18%

Lump sum

10%

Alliance /

target cost

6%

Multi-year O&M

with adjustment

mechanism

58%

Indicative risk exposure

38
1H26 Results

Managing cost escalation through embedded mechanisms

Contract escalation

26

90%

8%

2%

Embedded escalation

Cost plus / reimbursable

No escalation

Services ~90% of WIH

26

▪Predominantly long-term contracts structured to pass through

inflationary pressures

▪91% include embedded price escalation mechanisms

▪Majority escalate via CPI or blended indices

▪Remaining mechanisms include cost-plus / reimbursable, fixed %

and annual review mechanisms

▪1% with no escalation mechanism, supported by predictable

financial outcomes and low exposure to cost volatility

Construction ~10% of WIH

26

▪Short-term contracts priced on current market conditions and

typically include escalation contingencies

▪Contracts without escalation are limited and primarily relate to

scopes with low exposure to cost volatility

92%

8%

91%

8%

1%

Services

Construction

39
1H26 Results

Group financials

▪Statutory NPAT grew 29.8% to $98.0m, driven by a 31.6% uplift in EBIT, with reduced

impact from individually significant items (ISI) (including divestments, restructuring

charges and impairments), and lower net interest expense, partially offset by a higher

tax expense. Refer to slide 18 for ISI and Note B4 of the Half Year Report.

▪Growth of 7.0% in underlying NPATA to $136.1m

▪Underlying EPS of 18.7 cps, up 10.0%

▪Earnings growth matched with 90.5% cash conversion exceeding our target of >90%

▪Strengthened balance sheet with net debt to EBITDA improving to 0.8x

▪Interim dividend of 12.9cps up 19.4% reflecting a payout ratio of 65% and 100% franked.

Statutory

Underlying²

(excl. ISI)

Pro fo r m a ⁹

(excl. divestments and AHFS)

($'m)1H261H25Change1H261H25Change1H261H25Change

Reve n u e ¹ ⁷ 4,860.7 5,221.2 (6.9) % 4,918.8 5,505.7 (10.7) % 4,855.8 5,104.6 (4.9) %

EBIT 175.5 133.4 31.6 % 217.7 194.1 12.2 % 210.3 175.4 19.9 %

EBITA³ 184.9 150.1 23.2 % 227.1 204.3 11.2 % 219.7 185.6 18.4 %

EBITA³ % 3.8 % 2.9 % 0.9 pp 4.6 % 3.7 % 0.9 pp 4.5 % 3.6 % 0.9 pp

EBITD A ² ⁷ % 6.5 % 5.7 % 0.8 pp 7.3 % 6.5 % 0.8 pp 7.3 % 6.6 % 0.7 pp

NPATA³ 104.6 87.2 20.0 % 136.1 127.2 7.0 % 130.0 109.9 18.3 %

NPAT 98.0 75.5 29.8 % 129.5 120.1 7.8 % 123.4 102.8 20.0 %

Basic EPS 14.0 10.3 35.9 % 18.7 17.0 10.0 % 17.8 14.4 23.6 %

1H261H25Change

Leverage ratio

0.8x1.3x(0.5)x

Interim dividend

12.9cps10.8cps 19.4 %

Payout ratio %

65 % 60 % 5 pp

Franking⁴ %

100 % 75 % 25pp

40
1H26 Results

Reconciliation of pro forma to statutory result

($'m)

EBIT

Amortisation

of acquired

intangibles

EBITA³

Net finance

cost

Tax expe n s e ² ⁸NPATA³

Amortisation

of acquired

intangibles

(post-tax)

NPAT

Pro forma⁹ r e s u l t 210.3 9.4 219.7 (34.2) (55.5) 130.0 (6.6) 123.4

Net divestment and assets held for sale

contribution

7.4 - 7.4 - (1.3) 6.1 - 6.1

Underlying² result 217.7 9.4 227.1 (34.2) (56.8) 136.1 (6.6) 129.5

Net loss on divestments and exit costs (5.9) - (5.9)

-

(0.8) (6.7)

-

(6.7)

Transformation and restructure costs (16.1) - (16.1)

-

5.6 (10.5)

-

(10.5)

Regulatory reviews and legal matters (6.3) - (6.3)

-

1.8 (4.5)

-

(4.5)

Impairment, asset write-downs and other (13.9) - (13.9)

-

4.1 (9.8) - (9.8)

Total individually significant items (42.2) - (42.2) - 10.7 (31.5) - (31.5)

Statutory result 175.5 9.4 184.9 (34.2) (46.1) 104.6 (6.6) 98.0

41
1H26 Results

Reconciliation of pro forma to underlying result

1H261H25

($'m)

Pro fo r m a ⁹

Divestments

impact

Underlying²Pro fo r m a ⁹

Divestments

imp a c t ² ⁹

Underlying²

Transport

Revenue 2,453.9 4.0 2,457.9 2,555.5 189.8 2,745.3

EBITA 129.3 3.3 132.6 115.0 13.8 128.8

EBITA % 5.3 % 82.5 % 5.4 % 4.5 % 7.3 % 4.7 %

Energy & Utilities

Revenue 1,293.7 28.9 1,322.6 1,462.2 116.6 1,578.8

EBITA 57.5 4.3 61.8 48.7 3.9 52.6

EBITA % 4.4 % 14.9 % 4.7 % 3.3 % 3.3 % 3.3 %

Facilities

Revenue 1,107.5 6.2 1,113.7 1,082.0 44.0 1,126.0

EBITA 77.6 (0.2) 77.4 70.9 1.3 72.2

EBITA % 7.0 % (3.2) % 6.9 % 6.6 % 3.0 % 6.4 %

Corporate

Revenue 0.7 23.9 24.6 4.9 50.7 55.6

EBITA (44.7) - (44.7) (49.0) (0.3) (49.3)

Group

Revenue 4,855.8 63.0 4,918.8 5,104.6 401.1 5,505.7

EBITA 219.7 7.4 227.1 185.6 18.7 204.3

EBITA % 4.5 % 11.7 % 4.6 % 3.6 % 4.7 % 3.7 %

Pro forma excludes the contribution of divested operations

DivestmentSegmentCompleted

Interest of 49% in Keolis Downer Pty LtdTransport1H26

Cleaning New ZealandFacilities1H26

Energy & Utilities customer contractEnergy & Utilities1H26

Interest of 29.9% in HT Hold Co Pty Ltd (an

Australian laundries business)

Unallocated2H25

Cleaning AustraliaFacilities2H25

Catering New ZealandFacilities1H25

Repurpose It joint ventureTransport1H24

VEC contractsTransport1H24

Advance Metering (smart-meter) assetsEnergy & Utilities1H24

AE Smith New ZealandFacilities1H24

Asset and Development ServicesFacilities1H24

Australian Transport ProjectsTransport2H23

Divestment impact is mainly attributable to:

▪Downer's 49% interest in Keolis Downer contribution in 1H26: Revenue $3.4m (1H25: $185.6m), EBITA $3.4m (1H25: $14.4m), WIH (Jun-25: $1.3bn).

▪Energy & Utilities customer contract contribution in 1H26: Revenue $28.9m (1H25: $116.6m), EBITA $4.3m (1H25: $3.9m), WIH (Jun-25: $0.0bn).

42
1H26 Results

Group underlying financial performance

Underlying² performance ($'m)1H261H25Change

Total reve n u e ¹ ⁷ 4,918.8 5,505.7 (10.7) %

EB I T D A ² ⁷ 359.5 357.6 0.5 %

Depreciation and amortisation (132.4) (153.3) 13.6 %

EBITA³ 227.1 204.3 11.2 %

Amortisation of acquired intangibles (9.4) (10.2) 7.8 %

EBIT 217.7 194.1 12.2 %

Net interest expense (34.2) (40.4) 15.3 %

Profit before tax 183.5 153.7 19.4 %

Tax expense (54.0) (33.6) (60.7) %

Net profit after tax 129.5 120.1 7.8 %

NPATA³ 136.1 127.2 7.0 %

EBITA margin 4.6 % 3.7 % 0.9pp

Effective tax rate 29.4 % 21.9 % 7.5pp

ROFE 19.5 % 15.3 % 4.2pp

Interim dividend (cents per share)12.910.8 19.4 %

Underlying² segment performance ($'m)1H261H25Change

Transport 132.6 128.8 3.0 %

Energy & Utilities 61.8 52.6 17.5 %

Facilities 77.4 72.2 7.2 %

Corporate (refer below) (44.7) (49.3) 9.3 %

Underlying EBITA³ 227.1 204.3 11.2 %

Total individually significant items (42.2) (54.2) 22.1 %

Statutory EBITA 184.9 150.1 23.2 %

Underlying NPATA³ 136.1 127.2 7.0 %

Statutory NPAT 98.0 75.5 29.8 %

Corporate costs in the period reflected:

▪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

43
1H26 Results

1H25 Reconciliation ($'m)1H25 Reported

Impact of FY25 and 1H26

Divestments and A H F S ² ⁹

1H25 Resta t e d ² ⁹

SegmentRevenueEBITARevenueEBITARevenueEBITA

Transport 2,741.1 129.4 (185.6) (14.4) 2,555.5 115.0

Energy & Utilities 1,578.8 52.6 (116.6) (3.9) 1,462.2 48.7

Facilities 1,111.2 71.7 (29.2) (0.8) 1,082.0 70.9

Comparative Financials ($'m)1H24 Resta t e d ² ⁹1H25 Resta t e d ² ⁹1H26

SegmentRevenueEBITARevenueEBITARevenueEBITA

Transport 2,623.5 93.0 2,555.5 115.0 2,453.9 129.3

Energy & Utilities 1,589.4 42.1 1,462.2 48.7 1,293.7 57.5

Facilities 1,048.8 67.6 1,082.0 70.9 1,107.5 77.6

The comparative 1H25 and 1H24 period has been amended to remove the contribution of businesses divested.

Pro forma comparatives

44
1H26 Results

Balance sheet strength

Sustainable

capital management

Operating cash flow

Lease costs and maintenance capex

Capital allocation framework

Free cash flow generation

Portfolio and capital return choices

Interest and tax

Dividends

▪Capex is increasing, but remains below historic

levels driven by capital discipline, asset optimisation,

and timing efficiencies in maintenance and

contract renewals

▪Capacity for disciplined investment in supporting

organic and inorganic growth opportunities

▪1H26 interim dividend 65% payout ratio fully franked

4

▪Dividend payout range target is 60% to 70% of

underlying NPATA

▪Normalised cash conversion exceeded >90% target

▪Improved underlying business performance driving

higher tax payments

▪Lower interest payments from reduced drawn debt

▪Further reduction in leverage to 0.8x, well below the

~1.5x target ratio

▪Capacity to invest in growth sectors

Cash generated

from business

performance

45
1H26 Results

Debt facilities $'mJun-24Dec-24Jun-25Dec-25

Total limit 2,572.1 2,557.8 2,706.4 2,546.0

Drawn 1,307.1 1,082.8 1,081.4 921.0

Available 1,265.0 1,475.0 1,625.0 1,625.0

Cash


837.6 639.8 833.8 683.4

Total liquidity 2,102.6 2,114.8 2,458.8 2,308.4

Net d e b t ³ ⁰ 469.5 447.5 259.3 242.3

Leverage ratio

Net debt / EB I T D A ⁶

1.4x1.3x0.9x0.8x

Debt profile

46
1H26 Results

Change in cash ($'m)1H261H25Change

Total operating cash flow 226.8 220.1 3.0 %

Net capex (52.5) (44.7) (17.4) %

Payment of principal lease liabilities (63.0) (74.8) 15.8 %

Advances (to) / from JVs and Other (6.1) 11.9 (>100.0%)

Free cash flow 105.2 112.5 (6.5) %

Dividends paid (99.3) (80.1) (24.0) %

Divestments 76.9 (2.7) >100.0%

Share buyback (64.4) - (>100.0%)

Net repayment of borrowings (158.8) (223.6) 29.0 %

Net decrease in cash (140.4) (193.9) 27.6 %

Cash at the end of the period 683.4 639.8 6.8 %

Total liquidity 2,308.4 2,114.8 9.2 %

Cash conversion ($'m)1H261H25Change

Underlying² EBIT 217.7 194.1 12.2 %

Add: Depreciation and amortisation 141.8 163.5 (13.3) %

Underlying² EB I T D A ² ⁷ 359.5 357.6 0.5 %

Operating cash flow 226.8 220.1 3.0 %

Add: Net interest paid 30.8 38.9 (20.8) %

Add: Tax paid 53.9 33.9 59.0 %

Adjusted operating cash flow 311.5 292.9 6.4 %

EBITDA conversion 86.6 % 81.9 % 4.7 pp

Normalised⁵ EBITDA conve r s i o n 90.5 % 94.2 % (3.7) pp

Depreciation and amortisation ($'m)1H261H25Change

Depreciation – PP&E 56.0 54.7 2.4 %

Depreciation – right of use asset 60.4 70.8 (14.7) %

IT amortisation³¹ 16.0 21.3 (24.9) %

Amortisation of acquired intangibles³¹ 9.4 16.7 (43.7) %

Depreciation and amortisation 141.8 163.5 (13.3) %

Cash flow

47
1H26 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.

1The management target of >4.5% average EBITA margin across FY25 and FY26 is incorporated into Downer’s

long-term incentive plan and is not provided as guidance. Any forward looking statements are to be read in

conjunction with the important notice and disclaimer.

2The 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.

3Downer calculates and forecasts EBITA and NPATA by adjusting EBIT and NPAT to add back acquired

intangible assets amortisation expense.

4The interim dividend in 1H26 of 12.9 cents per share (cps) was franked 100% (2025: The interim dividend in

1H25 of 10.8 cps was franked 75%).

5Normalised underlying cash conversion has been adjusted to remove the cash outflows associated with

FY25 and 1H26 ISI (not in underlying EBITDA) totalling $13.9m (1H25 equivalent of $43.8m). Cash conversion is

calculated as operating cash flow excluding tax and interest, divided by underlying EBITDA.

6Net debt to EBITDA ratio is net debt $642.4m, 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).

7Underlying 1H26 EPS calculated as underlying net profit after tax of $129.5m adjusted for ROADS dividends of

$4.6m.

8Four year CAGR from FY26 underlying revenue. This information is a management ambition and is not

provided as guidance. Any forward looking statements are to be read in conjunction with the important

notice and disclaimer.

9Pro forma reflects the statutory results adjusted for individually significant items (ISI) (refer to Note B4 of the

Financial 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.

10Non-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).

11Dec-24 and Jun-25 work-in-hand has been restated to be comparable with Dec-25, and removes impact of

divestments.

12FY30 EBITA margin target. This information is a management ambition and is not provided as guidance.

Any forward looking statements are to be read in conjunction with the important notice and disclaimer.

13Addressable 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.

14Source: FactSet as at 17-Feb-26. Calculated as TSR between 1-Mar-23 and 17-Feb-26.

15$260m is the estimated buy back program for FY26 and 1H27 based on 5% of issued capital. The timing and

value of shares purchased will be determined by market conditions, trading volumes and other relevant

factors. This information is a management estimate and is not provided as guidance. Forward looking

statements are to be read in conjunction with the important notice and disclaimer.

16LTIFR: Lost Time Injury Frequency Rate/million hours worked, TRIFR: Total Recordable Injury Frequency Rate/

million hours worked.

17Revenue 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.

18Syndicated 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.

19‘Indicative capital uses’ are based on management estimates only and are subject to changes in timing of

investing activities. Please see slide "investment to support growth and drive margin improvement" for

further information on Transformation investment.

20Gross Capital Expenditure and Transformation Investment are management ambitions and are not

guidance. Forward looking statements are to be read in conjunction with the important notice and

disclaimer.

21The timing and value of shares purchased will be determined by market conditions, prevailing share price,

trading volumes and other relevant factors. $260m represents approximately 5% of issued capital.

223 year CAGR from FY25 underlying NPAT (excluding the impact of the share buy-back program). This

information is incorporated into Downer's long-term incentive plan and is not provided as guidance.

Forward looking statements are to be read in conjunction with the important notice and disclaimer.

23FY25 pro forma revenue of $10.348bn, amended to reflect the disposal of the E&U customer contract

completed in 1H26.

24Transformation investment will be classified as an individually significant item, where it is categorised as

opex. Transformation investment cash estimate is for planned expenditure in FY26 only. It does not include

any redundancy costs from the programs and is based on current delivery schedule that are subject to

change. Estimated transformation investment requirements beyond FY26 remain subject to finalisation of

planning and approval. ‘$’ signs indicate relative investment across programs in FY26 and are only intended

to provide a view of relative investment of the individual program against the portfolio.

25This information is not provided as guidance. Any forward looking statements are to be read in conjunction

with the important notice and disclaimer.

26Escalation mechanisms based on work-in-hand (WIH) at 31-Dec-25 over $30m, which represents 93% of total

secured WIH.

27EBITDA is calculated as reported EBIT and statutory depreciation and amortisation.

28Tax expense of $56.8m is calculated by adjusting underlying tax of $54.0m and $2.8m tax on amortisation of

acquired intangible assets.

29The comparative periods have been amended to remove the contribution of businesses divested.

30Net debt excludes lease liabilities, deferred finance charges, cross currency and interest rate swaps.

31Amortisation expensed within ISI in 1H26 of $2.1m relates to IT amortisation and in 1H25 of $12.7m consists of

$6.5m of accelerated amortisation of acquired intangible assets and $6.2m of IT amortisation.

48
1H26 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”, “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, Downer disclaims all

responsibility for the information in this presentation being inaccurate

or incomplete in any way for any reason.

This presentation is not, and is not intended to constitute, financial

advice, or an offer or an invitation, solicitation or recommendation to

acquire or sell Downer shares or any other financial products in any

jurisdiction and is not a prospectus, product disclosure statement,

disclosure document or other offering document under Australian law

or any other law. This presentation also does not form the basis of any

contract or commitment to sell or apply for securities in Downer or any

of its subsidiaries. It is for information purposes only. Downer does not

warrant or represent that the information in this presentation is free

from errors, omissions or misrepresentations or is suitable for your

intended use. The information contained in this presentation has

been prepared without taking account of any person’s investment

objectives, financial situation or particular needs and nothing

contained in this presentation constitutes investment, legal, tax or

other advice. The information provided in this presentation may not be

suitable for your specific needs and should not be relied upon by you

in substitution of you obtaining independent advice. Subject to any

terms implied by law and which cannot be excluded, Downer accepts

no responsibility for any loss, damage, cost or expense (whether direct

or indirect) incurred by you as a result of any error in, omission from or

misrepresentation in this presentation.

Unless otherwise specified all information is for the period ended

31 December 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 4D and Half Year Report also released today.

The information in this presentation remains subject to change

without notice. Circumstances may change and the contents of 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.

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 23,500 people, who are united by our

high-performance culture, known as ‘The Downer Difference’.

For more information visit downergroup.com.

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