Notice of Annual General Meeting/Proxy Form

Page 1 of 1
Media/ASX and NZX Release
7 October 2026
2026 NOTICE OF ANNUAL GENERAL MEETING
Downer EDI Limited (Downer) will hold its 2026 Annual General Meeting (2026 AGM) will be held
on Wednesday, 11 November 2026 at 11.00am (AEST).
The following documents relating to the 2026 AGM are attached:
•Notice of Annual General Meeting;
•Proxy Form; and
•Access Notice for Shareholders.
The Notice of Meeting includes detailed information about how shareholders can participate in
the 2026 AGM.
ENDS
Authorised for release by Downer’s Group General Counsel and Company Secretary,
Robert Regan.
About Downer
Downer EDI Limited (Downer) is a leading provider of integrated services across Australia and New Zealand, delivering
and maintaining essential infrastructure that enable 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 more than 23,500 dedicated
people, who are united by our high-performance culture, known as ‘The Downer Difference’.
For more information visit downergroup.com.
For further information please contact:
Investors: Mel Buffier, Group Head of Investor Relations +61 411 622 899
Media: Mitchell Dale, General Manager Corporate Affairs +61 448 362 198
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOWNER
www.downergroup.com

iNotice of Annual General Meeting 2026 Downer EDI Limited
Notice of
Annual
General
Meeting
2026

Notice of Annual General Meeting 2026 Downer EDI Limited | ABN 97 003 872 848 | Triniti Business Campus, 39 Delhi Road North Ryde NSW 2113
Notice of Annual General
Meeting 2026
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-r9ddzwd
On Wednesday 11 November 2026
Commencing at 11:00am Sydney time (meeting)
Registration will commence at 10:30am

1Notice of Annual General Meeting 2026 Downer EDI Limited
Dear Shareholder,
I am pleased to invite you to Downer’s 2026 Annual General
Meeting (AGM) to be held at 11:00am (Sydney time) on
Wednesday, 11 November 2026, which will commence
with one minute of silence in acknowledgment of
Remembrance Day. Registration will open from 10:30am
(Sydney time).
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.
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-r9ddzwd.
The webcast is an opportunity to listen to Downer’s AGM
online and for shareholders to submit online written
questions during the meeting. Shareholders will not be able
to vote via the webcast facility. Shareholders wishing to vote
at the AGM must follow the instructions for proxy voting
contained in this Notice of Meeting.
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 2026.
Re-election of Directors
The second item of business seeks approval for the
re-election of Sheridan Broadbent and Steven MacDonald
as Independent Non-executive Directors.
Sheridan Broadbent joined the Board in October 2023
and is currently the Chair of the Safety and Sustainability
Committee, and a member of the People and Culture,
Project Governance and Nominations Committees.
Sheridan brings extensive experience in business strategy,
technology, business development, and health and safety
in the utilities and telecommunications sectors. Having
worked in both Australia and New Zealand and being based
in Auckland, Sheridan brings a deep understanding of the
New Zealand market.
Steven MacDonald joined the Board in September 2023
and is currently the Chair of the Project Governance
Committee, and a member of the Audit and Risk, Safety
and Sustainability and Nominations Committees. Steven’s
extensive experience in the construction and services
markets includes developing, building, operating and
maintaining major infrastructure assets ranging from
power plants, tunnels, freeways and rail, bringing deep and
relevant knowledge to the Board.
Sheridan and Steven have the full support of the Board
for re-election.
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 2027 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 93 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
2026 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 2026 Annual report when forming your view on
these items of business.
Yours sincerely,
Mark Menhinnitt
Chair
Mark Menhinnitt

2Notice of Annual General Meeting 2026 Downer EDI Limited
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 2026”
Note:
„
No resolution is required for this item of business.
2. Re-Election of Directors
To consider and, if thought fit, pass the following ordinary
resolutions:
A.
“That Sheridan Broadbent, who was appointed as a
Non-executive Director of the Company on 2 October
2023 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.”
B.
“That Steven MacDonald, who was appointed as a
Non-executive Director of the Company on 1 September
2023 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 2026 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 2027 Annual General Meeting in
relation to the 2027 Remuneration Report, shareholders will
be required to vote at the 2027 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).
Ordinary Business

3Notice of Annual General Meeting 2026 Downer EDI Limited
Ordinary Business
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.
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 2027 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.
Invitation
Shareholders are invited to join the Directors for light
refreshments after the meeting.

4Notice of Annual General Meeting 2026 Downer EDI Limited
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 7:00pm
(Sydney time) on Monday, 9 November 2026.
Questions at the Meeting
Please note, only shareholders, their proxies, attorneys or
representatives may ask questions or make comments
at the meeting once they have been verified and
they will be given a reasonable opportunity to do so.
Questions may be asked in person at the meeting or
submitted in writing online via the webcast platform at
https://publish.viostream.com/app/s-r9ddzwd.
Shareholders are encouraged to lodge questions
and comments prior to the meeting by emailing
investor.relations@downergroup.com by 11:00am Sydney
time on 4 November 2026. Questions for Downer’s external
auditor, PwC, must relate to the content of the auditor’s
report or the conduct of the audit.
Shareholders wishing to vote at the AGM should follow
the instructions for proxy voting contained in this Notice
of Meeting. Shareholders will not be able to vote via the
webcast. The Chair will endeavour to address as many
shareholder questions as possible during the meeting,
including questions received online. However, there may
not be sufficient time to address all questions raised, and
individual responses will not be provided.
Shareholders are asked to initially limit themselves to two
questions or comments to allow others the opportunity
to participate. If time permits, shareholders wishing to
submit more than two online questions may be given a
subsequent opportunity. Questions or comments should be
confined to the items of business before the meeting and
the management of the Company, and should be relevant
to shareholders as a whole.
The Chair of the meeting reserves the right to ensure that
the meeting is conducted in a proper and orderly manner.
How to Vote

5Notice of Annual General Meeting 2026 Downer EDI Limited
How to Vote
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 2026 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.

6Notice of Annual General Meeting 2026 Downer EDI Limited
Item 1
Financial Report, Directors’ Report and
Independent Auditor’s Report
The 2026 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 Wednesday, 4 November 2026.
Item 2
Re-election of Directors
Item 2a Re-election of Sheridan Broadbent
Ms Broadbent 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,
Ms Broadbent intends to offer herself for re-election with
the unanimous support of the other Directors.
Ms Broadbent’s profile is set out below:
Sheridan Broadbent (58)
Independent Non-Executive
Director since October 2023
Ms Broadbent is an experienced Non-executive Director
and senior executive with experience in business strategy,
technology, business development, and health and safety
in the utilities and telecommunications sectors. Having
worked in both Australia and New Zealand and being based
in Auckland, Ms Broadbent brings a deep understanding of
the New Zealand market.
Ms Broadbent has held Chief Executive and senior
executive roles in the energy, telecommunications and
engineering sectors in the Asia Pacific region, including with
Downer in Australia and New Zealand from 2007 to 2011.
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 2026 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.

7Notice of Annual General Meeting 2026 Downer EDI Limited
Explanatory Memorandum for Shareholders
Ms Broadbent is currently the Chair of the Business Leaders’
Health & Safety Forum in New Zealand. Ms Broadbent has
previously served as a Non-executive Director of listed
companies Manawa Energy and Spark New Zealand,
Chair of Kordia Group, Chair of Pipeline and Civil Ltd, Non-
executive Director of Transpower, Kaingaroa Timberlands
and Waka Kotahi New Zealand Transport Authority, and as a
member of the New Zealand Government’s Cyber Security
Advisory Committee.
Ms Broadbent holds a Bachelor of Commerce from the
University of Auckland and is a graduate of Harvard Business
School’s Advanced Management Program. She is a graduate
member of the Australian Institute of Company Directors and
a Fellow of the New Zealand Institute of Directors.
Board recommendation
The Directors, in the absence of Ms Broadbent unanimously
recommend that shareholders vote in favour of this
resolution, as Ms Broadbent’s skills and experience (as set
out above) are valuable to the Board’s existing skills and
experience. Ms Broadbent also adds considerable strength
and leadership to the Committees on which she serves,
being Chair of the Safety and Sustainability Committee and
a member of the People and Culture, Project Governance
and Nominations Committees.
The Chair of the meeting intends to vote undirected proxies
in favour of this resolution.
Item 2b Re-election of Steven Macdonald
Mr MacDonald 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 MacDonald intends to offer himself for re-election with
the unanimous support of the other Directors.
Mr MacDonald’s profile is set out below:
Steven MacDonald (65)
Independent Non-executive
Director since September 2023
Mr MacDonald is an experienced Non-executive Director
and senior executive with extensive experience in the
construction and services markets including developing,
building, operating and maintaining major infrastructure
assets ranging from power plants, tunnels, freeways and rail,
and has worked in both Australia and New Zealand.
Mr MacDonald is currently a Non-executive Director of
Ausgrid, Chair of Intera Renewables and a member of
Palisade Investment Partners Investment Committee and
the Water NSW Asset Advisory Group.
Mr MacDonald was formerly the Managing Director of
Zinfra and prior to that held several senior executive roles in
Transfield Services Limited, including Chief Executive Officer
for Marketing and Investments where he led mergers and
acquisitions including their integration and transformation,
Chief Executive Officer of Transfield Services Infrastructure
Fund and Chief Strategy Officer.
Mr MacDonald holds a Bachelor of Civil Engineering (Hons),
Melbourne University and is a member of the Australian
Institute of Company Directors.
Board recommendation
The Directors, in the absence of Mr MacDonald unanimously
recommend that shareholders vote in favour of this
resolution, as Mr MacDonald’s skills and experience (as set
out above) are valuable to the Board’s existing skills and
experience. Mr MacDonald also adds considerable strength
and leadership to the Committees on which he serves,
being Chair of the Project Governance Committee and a
member of the Audit and Risk, Safety and Sustainability and
Nominations 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 Broadbent and Mr MacDonald,
continue to be an independent director.

8Notice of Annual General Meeting 2026 Downer EDI Limited8Notice of Annual General Meeting 2026 Downer EDI Limited
Explanatory Memorandum for Shareholders
Item 3
Adoption of Remuneration Report
The Remuneration Report is contained in the Directors’
Report in the 2026 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 2026.
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 2025
Remuneration Report was carried with over 98.60% of votes
cast “for” the Remuneration Report.
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).

9Notice of Annual General Meeting 2026 Downer EDI Limited
Explanatory Memorandum for Shareholders
Item 4
Approval of Managing Director’s Long-Term
Incentive (LTI)
It is proposed to grant the Managing Director performance
rights in Downer as the Managing Director’s 2027 long-
term incentive plan (2027 LTIP) on the terms set out below
(2027 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 2027 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
2027 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 2027 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 2027
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 2027 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.
Dividends will be paid or accumulated only from the time
the performance rights vest.
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 terminates prior to
the end of the financial year, other than in the event of a
change in control or by mutual agreement.
Entitlement under the 2027 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 330,450. This quantity was calculated
as his annual fixed remuneration of $1,675,000 multiplied
by the participation rate of 130% divided by $6.5895 being
the daily average of the volume weighted average price of
Downer shares for the 10 trading days following the day of
the release of Downer’s results for the year ended 30 June
2026. 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
2027 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.

10Notice of Annual General Meeting 2026 Downer EDI Limited10Notice of Annual General Meeting 2026 Downer EDI Limited
Explanatory Memorandum for Shareholders
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 2027 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 2027 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 2029. 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 2027 Grant is the companies,
excluding financial services companies, in the ASX100 index
as at the start of the performance period on 1 July 2026.
Earnings Per Share Tranche
EPS growth is measured over the three-year performance
period to 30 June 2029. The EPS measure is based on
AASB 133 Earnings per Share and is externally audited.
FY26 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.
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%

11Notice of Annual General Meeting 2026 Downer EDI Limited
Explanatory Memorandum for Shareholders
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 2027 Grant will be the
three years from 1 July 2026 to 30 June 2029 and the service
period will end on 30 June 2030.
Change of Control
Under the 2027 LTIP, if there is a change in control of
Downer during the performance period, provided at least
12 months of the 2027 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 2027 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.

12Notice of Annual General Meeting 2026 Downer EDI Limited12Notice of Annual General Meeting 2026 Downer EDI Limited
Explanatory Memorandum for Shareholders
Ye a r
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–
2026302,473–
Board recommendation
In the view of the Non-executive Directors, it is in the best
interests of shareholders to approve the performance rights
based 2027 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 2027 Grant
and the Managing Director’s participation in the 2027 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)
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 2027).
By order of the Board
Robert Regan, Company Secretary
Sydney, 7 October 2026

13Notice of Annual General Meeting 2026 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 FY26 performance can be read in the Annual Report and ESG Impact 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
D
A
O
R

Y
B
H
G
U
O
L
L
I
W
OXLEY STREET
The Auditorium
Northside Conference Centre
Oxley Street (Cnr Oxley Street & Pole Lane)
Crows Nest NSW 2065
On Wednesday 11 November 2026
Commencing at 11:00am Sydney time (meeting)
Registration will commence at 10:30am

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
Monday, 9 November 2026.
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
*M00000112Q02*


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 on Wednesday, 11 November 2026 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
DOW327671A
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 2ARe-election of Director - Sheridan Broadbent
Resolution 2BRe-election of Director - Steven MacDonald
Resolution 3Adoption of Remuneration Report
Resolution 4Approval of Managing Director's Long-Term Incentive (LTI)
Date
/ /

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 Wednesday, 11 November 2026 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 Monday, 9
November 2026.
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-r9ddzwd on your smartphone, tablet or
computer.
Shareholders may submit written questions during the meeting via the webcast platform.
Shareholders will not be able to vote via the webcast facility. Shareholders wishing to vote at the
AGM should lodge a proxy form in accordance with the instructions in the Notice of Meeting.
Shareholders are encouraged to lodge questions and comments prior to the meeting and to appoint a
proxy to vote on their 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
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000001
*L000001*