Results of Meeting

Page 1 of 3


3 November 2022


Market Announcements Office
ASX Limited
20 Bridge Street
Sydney NSW 2000


Dear Sir/Madam

RE: Results of Downer EDI Limited 2022 Annual General Meeting

In accordance with Listing Rule 3.13.2, it is confirmed that the resolutions relating to the following
matters were put to the Annual General Meeting of Downer EDI Limited held on Thursday, 3 November
2022:

Item 2(A) Election of Director - Mr Mark Binns
Item 2(B) Election of Director - Dr Adelle Howse
Item 2(C) Election of Director - Mr Mark Menhinnitt
Item 2(D) Re-election of Director - Ms Teresa Handicott
Item 2(E) Re-election of Director - Mr Peter Watson
Item 3* Adoption of the Remuneration Report
Item 4 Approval of Managing Director’s Long-Term Incentive (LTI)
Item 5 Renewal of Proportional Takeover Approval Provisions
Item 6 Increase of Non-Executive Director Fee Limit

* This resolution is advisory only and does not bind the Directors of the Company.

The above matters were decided on a Poll.


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

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

INSTRUCTIONS GIVEN TO VALIDLY APPOINTED PROXIES
FOR AGAINST ABSTAIN OPEN
Election of Director - Mr Mark Binns 533,433,916
99.46%
2,178,845
0.40%
115,689

749,793
0.14%
Election of Director - Dr Adelle Howse 535,244,939
99.79%
370,450
0.07%
100,296

762,558
0.14%
Election of Director - Mr Mark
Menhinnitt
533,238,220
99.42%
2,373,538
0.44%
112,930

753,555
0.14%
Re-election of Director - Ms Teresa
Handicott
522,637,636
97.44%
12,908,405
2.40%
84,910

847,292
0.16%
Re-election of Director - Mr Peter
Watson
530,589,917
98.93%
5,030,111
0.93%
107,757

750,458
0.14%
Adoption of the Remuneration Report 236,477,005
44.10%
298,986,271
55.76%
280,576

712,291
0.14%
Approval of Managing Director’s Long-
Term Incentive (LTI)
532,738,659
99.32%
2,882,895
0.54%
141,121

715,568
0.14%
Renewal of Proportional Takeover
Approval Provisions
530,285,039
98.87%
5,291,325
0.99%
142,779

759,090
0.14%
Increase of Non-Executive Director
Fee Limit
532,499,292
99.28%
3,112,076
0.58%
142,163

724,712
0.14%

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In accordance with section 251AA(2) of the Corporations Act, the following information is provided in
relation to the number of votes cast on the Polls:

TOTAL NUMBER OF VOTES CAST ON POLLS
FOR AGAINST ABSTAIN RESULT
Election of Director - Mr Mark Binns 535,061,582
99.59%
2,178,845
0.41%
115,689

Passed

Election of Director - Dr Adelle Howse 536,885,370
99.93%
370,450
0.07%
100,296

Passed

Election of Director - Mr Mark Menhinnitt 534,869,648
99.56%
2,373,538
0.44%
112,930

Passed

Re-election of Director - Ms Teresa
Handicott
524,362,801
97.60%
12,908,405
2.40%
84,910

Passed

Re-election of Director - Mr Peter Watson 532,218,248
99.06%
5,030,111
0.94%
107,757

Passed

Adoption of the Remuneration Report^ 237,200,579
44.24%
299,008,34
55.76%
280,776

Not
Passed
Approval of Managing Director’s Long-
Term Incentive (LTI)
533,520,690
99.46%
2,898,296
0.54%
141,321

Passed
Renewal of Proportional Takeover
Approval Provisions
531,922,002
99.02%
5,291,325
0.98 %
142,779

Passed
Increase of Non-Executive Director Fee
Limit
533,249,363
99.42%
3,120,243
0.58%
172,701

Passed

^
As more than 25% of the votes were cast against this resolution, this constitutes a first strike for
the purposes of the Corporations Act 2001 (Cth).



Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary

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