Annual Report to shareholders

Page 1 of 1

10 August 2023


Company Announcements Office
ASX Limited
Exchange Centre
Level 4, 20 Bridge Street
SYDNEY NSW 2000



Dear Sir/Madam

Please find attached the following documents:
1. Appendix 4E – results for announcement to the market for the year ended 30 June 2023;
2. 2023 Annual Report;
3. Market release dated 10 August 2023;
4. Investor Presentation; and
5. Appendix 4G – Key to Disclosures Corporate Governance Principles and
Recommendations.

Yours sincerely,
Downer EDI Limited

Robert Regan
Company Secretary

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

Results for announcement to the market
for the year ended 30 June 2023
Appendix 4E
Restated
(i)
2023
2022
%
$'m
$'m
change
11,640.4 10,972.3
88.6
165.5
11,729.0 11,137.8
5.3%
12,619.7 11,970.4
5.4%
(253.5)
306.5 >100.0%
(227.3)341.3 >100.0%
(385.7)140.0 >100.0%
(367.3)
164.8 >100.0%
2023
2022
%
cents
cents change
Basic earnings per share
(59.0)
19.6 >100.0%
Diluted earnings per share
(ii)
(59.0)
19.5
>100.0%
Net tangible asset backing per ordinary share26.4 21.7 21.7%
(i) Balances have been restated (Refer to Note A for further details).
(ii) At 30 June 2023, the ROADS were deemed anti-dilutive and consequently, diluted EPS remained at a loss of 59.0 cents per share.
Dividend
2023
2022
Final Final
Dividend per share (cents)8.0 12.0
Franked amount per share (cents) - -
Conduit foreign income (CFI) (%)17% 14%
Dividend record date24/08/2023
31/08/2022
Dividend payable date21/09/202328/09/2022
Redeemable Optionally Adjustable Distributing Securities (ROADS)
Dividend per ROADS (in Australian cents)5.38 2.97
New Zealand imputation credit percentage per ROADS 100% 100%
ROADS payment date
Quarter 1
Quarter 2
Quarter 3Quarter 4
Instalment date FY202315/09/2022 15/12/2022 15/03/2023 15/06/2023
Instalment date FY202215/09/2021 15/12/2021 15/03/2022
15/06/2022
(Loss)/Profit from ordinary activities after tax and before amortisation of acquired
intangible assets (NPATA)
Downer EDI's Dividend Reinvestment Plan (DRP) has been suspended.
For commentary on the results for the year and review of operations, please refer to the Directors' Report and separate media release.
Revenue from ordinary activities
Other income
Total revenue and other income from ordinary activities
(Loss)/Profit from ordinary activities after tax attributable to members of the parent entity
Earnings before interest and tax and amortisation of acquired intangible assets (EBITA)
Total revenue including joint ventures and other income
Earnings before interest and tax

Downer Annual Report 2023
Annual Report
2023
For a better tomorrow

Whakataukī
Ko te whānau, ko te manaaki,
ko te kairangatira,
ko te ngākau pono ngā tikanga
tuku iho hei
korowai mo tatou.
Ko te Kauri i whakawhiwhi
haumaru, ko te Rimu i
whakawhiwhi taonga,
ko te Tōtara i whakawhiwhi
whanaungatanga,
ko te Kahikatea i whakawhiwhi
whakaaro matakite.
Ngā pou e wha i aumangea
ai te whakatauki
‘Mā te whanaungatanga ka angitū’.
Hui e! Taiki e!
We are held together
by our closely held values
of family and relationships,
care and respect,
excellence and integrity.
The Kauri connects
us to Safety, the Rimu
connects us to Delivery,
the Tōtara connects us
to Relationships and the
Kahikatea connects us
to Thought Leadership.
These are our four Pillars
upon which we build
‘Relationships creating success’.
United and ready to move forward!
Acknowledgement of Country
Downer acknowledges Aboriginal and Torres Strait
Islander peoples as the First Australians and the
Traditional Custodians across Australia.
We would like to acknowledge and pay our
respects to the Elders of the past, present
and future in maintaining the culture, country
and their spiritual connection to the land.

In this report
A
About this
report
7 5 -7 7
B
Business
performance
78-90
C
Operating
assets and
liabilities
91-105
D
Employee
benefits
106-107
E
Capital
structure
and financing
108-115
F
Group
structure
116-125
G
Other
126-134
B1
Segment
information
C1
Reconciliation
of cash and cash
equivalents
D1
Employee benefits
E1
Borrowings
F1
Joint arrangements
and associate
entities
G1
New accounting
standards
B2
Revenue
C2
Trade receivables
and contract assets
D2
Defined
benefit plan
E2
Financing facilities
F2
Controlled entities
G2
Capital and financial
risk management
B3
Individually
significant items
C3
Inventories
D3
Key management
personnel
compensation
E3
Lease liabilities
F3
Related party
information
G3
Other financial
assets and
liabilities
B4
Earnings per share
C4
Trade payables and
contract liabilities
D4
Employee discount
share plan
E4
Commitments
F4
Parent entity
disclosures
B5
Taxation
C5
Property, plant and
equipment
E5
Issued capital
F5
Acquisition
of businesses
B6
Remuneration
of auditor
C6
Right-of-use assets
E6
Reserves
F6
Disposal of
businesses
B7
Subsequent events
C7
Intangible assets
E7
Dividends
F7
Disposal group
held for sale
C8
Other provisions
C9
Contingent liabilities
Chairman’s letter 2
CEO’s letter 4
Highlights 6
Directors’ Report 8
Auditor’s Signed Reports
Auditor’s Independence Declaration 60
Independent Auditor’s Report 61
Financial Statements
Consolidated Statement of Profit or Loss 71
and Other Comprehensive Income
Consolidated Statement of Financial Position 72
Consolidated Statement of Changes in Equity 73
Consolidated Statement of Cash Flows 74
Notes to the consolidated financial statements
Directors’ Declaration 135
Corporate Governance 136
Information for Investors 146

2 Annual Report 2023 | Downer EDI Limited
A message from the Chairman, Mark Menhinnitt
Steven’s diverse experience and expertise in both the
Australia and New Zealand markets will add significant value
to the Board.
Board renewal remains an important priority for the company,
and we will continue to be diligent in assessing the capability
of our Board. To this end, we are actively recruiting for a
New Zealand based Director.
Along with changes to the Board’s composition, we have also
reviewed the remit of two Board Committees with a focus on
strengthening our oversight of governance and performance.
From 1 July 2023, the Tender Risk Evaluation Committee
has evolved into the Project Governance Committee. This
committee’s responsibilities have expanded from approving
tender submissions to a broader project governance
remit. Opportunities of a certain size and/or risk profile are
considered at defined stage gates – pursue, prepare, submit
tender and execute contract – with portfolio performance to
be monitored throughout the project lifecycle.
The Board also determined it appropriate for the
Remuneration Committee’s remit to broaden and to dedicate
greater attention to leadership capability and depth, talent
management, employee attraction and retention and
workplace culture. Accordingly, it has been renamed the
People and Culture Committee.
We often hear from our shareholders that Directors need to
be more aligned and to have ‘skin in the game’. In response,
the Board has sought to reinforce Director alignment with
shareholder interests by introducing a minimum security
holding policy for Non-executive Directors, effective from
1 July 2023. Under the policy, each Director is required to
establish and maintain a minimum security holding equal to
or greater than 100 percent of their annual base fee.
We are united on the imperative for cultural change,
simplification of the business and a focus on operational
excellence and risk management, and we have taken decisive
action to improve Downer’s resilience and position the
company for long-term success.
Board evolution and focus
Over the past 12 months, Downer’s Board of Directors has
evolved significantly.
Following the retirement of Mark Chellew as Independent
Non-executive Chairman, I was honoured to be elected
Acting Chairman before being appointed Chairman on 9
March 2023. Since taking the Chair, my principal focus has
been to ensure the appropriate governance structures are
in place and to drive risk management accountability and
performance across the business.
In December 2022, Downer announced that Grant Fenn
would retire from his role of Chief Executive Officer after
12-and-a-half years in the role, handing the reins to
Chief Operating Officer, Peter Tompkins, who was appointed
an Executive Director on 1 February 2023.
Non-executive Director, Mark Binns, retired from the
Board in January 2023 due to conflicts of interest that
became increasingly complex to manage given Downer’s
broad customer base in New Zealand. Independent Non-
executive Director, Peter Watson, will retire from his role
effective 30 September 2023.
Steven MacDonald has been appointed Non-executive
Director, effective 1 September 2023. Steven is an experienced
public company director and senior executive with extensive
expertise in the water, power and transport sectors. He
has overseen engineering maintenance, services and
major infrastructure projects covering power generation,
transmission, transport and rail.
I would like to begin by acknowledging the
significant challenges Downer faced in FY23
and reiterating the commitment of the Board
and management team to transform the
company and to deliver sustainable value
for shareholders.

3
ICAC inquiry
Downer’s reputation is one of our most important assets and
the integrity of our people is critical to our ongoing business
success. For Downer, it is imperative that all of our employees
uphold the values and behaviours set out in our Standards
of Business Conduct and demonstrate the highest level of
integrity. On 20 March 2023, the Independent Commission
Against Corruption (ICAC) commenced a public inquiry into
the conduct of employees of Inner West Council, Transport for
NSW (TfNSW), and others including some Downer employees.
Downer has a zero-tolerance policy in respect of any
dishonest or corrupt conduct. Those individuals who Counsel
Assisting referred to in his opening statement as facing
specific allegations are no longer employed by Downer.
Downer is taking the ICAC enquiry very seriously and has
commissioned a review, with the assistance of advice from
external independent procurement and probity experts,
into the relevant control environment with an emphasis on
corruption and fraud prevention. The first phase of the review
is already complete. Downer is presently considering areas
for continuous improvement and the implementation of
appropriate measures to strengthen the control environment.
Downer will also consider any recommendations from the
ICAC findings, when made available.
A bright future
Downer’s FY23 full year results were below our expectations,
but we are encouraged by our improvement in the second
half and the good momentum we are carrying into FY24.
As a Board, we are committed to working collaboratively
with our CEO Peter Tompkins and the Executive Leadership
Team to improve contract performance, enhance Downer’s
risk management framework, and improve margins to our
target of at least 4.5% EBITA margin in FY25. The Board
strongly supports Peter’s vision and strategy to transform
the company.
Downer’s foundations are strong. We are leaders in attractive
markets leveraged to structural growth opportunities. We
have a talented team, an enviable pipeline with $36.3 billion
work-in-hand and a strategy we believe will deliver significant
long-term value for our people, customers and shareholders.
I believe in Downer, our management team and our people.
This is an iconic trans-Tasman organisation with a great
history and a bright future, and I look forward to reporting
back on our progress to shareholders over the next
12 months.

Mark Menhinnitt
Downer Chairman

4 Annual Report 2023 | Downer EDI Limited
A message from the CEO, Peter Tompkins
We have already made considerable progress. In July
we implemented our new operating model, creating five
trans-Tasman Business Units of scale, focused on the
Transport, Facilities and Utilities sectors. This new structure
will improve efficiency and accountability, reduce complexity
and duplication, and enable further portfolio simplification.
Our transformation program is a multi-year journey to drive
higher performance and unlock our potential. We know that
we must convert our pipeline of opportunities and enviable
market positions to become an organisation that is more
resilient to external factors, more disciplined in our delivery,
and ultimately more profitable.
Updating our Purpose
As we embark on this phase of transformational change,
our Purpose, Promise and Pillars will be crucial in guiding
our people and setting a vision for our organisation that they
connect with.
With that in mind, our original Purpose, which was ‘to create
and sustain the modern environment’, has been updated to
articulate a higher ambition and emphasise the vital role that
Downer plays in society.
We influence our communities in a profound way, delivering
essential services and infrastructure that will leave a
lasting legacy for our communities and future generations.
We enable communities to thrive – this is our new and
enduring Purpose.
FY23 performance
Downer’s financial performance in FY23 was mixed. After
a disappointing first half result with significant parts of the
organisation impacted by weather and labour productivity,
there were encouraging signs of recovery in H2.
I have enormous faith in Downer, our strategy and our
people. Downer has a portfolio of outstanding businesses
with market leading positions and exposure to economic
and social trends including decarbonisation, urbanisation,
national security, the reinvigoration of Australia and
New Zealand’s local industrial base, population growth
and government outsourcing.
However, our FY23 performance did not reflect the potential
of our organisation, nor did it meet our expectations.
Since taking over as Chief Executive Officer, I have worked
closely with our Board and Executive Leadership Team to
understand the factors that led to these results and develop
solutions to improve our performance.
We are united in our commitment to make the operational
and cultural change necessary to drive value for our people,
customers and shareholders.
Transforming Downer
On 27 February 2023, I announced a new Executive
Leadership Team and a Group-wide transformation program.
The transformation is driven by three key focus areas,
which I believe will position the company for long-term
sustainable success.
These areas of focus are to:
§Reset Downer’s operating model by integrating
our Australian and New Zealand businesses to be
sector-led, to enable better customer solutions and
reduce our cost base
§Simplify Downer’s portfolio to create a business
with a narrower focus on core markets
§Improve margins and enhance our focus on risk
management.
Financial Year 2023 has involved significant
change for the Downer Group.
On Monday, 27 February 2023, I had the proud
honour of taking over as Chief Executive Officer
and Managing Director from Grant Fenn, who
had served in that role for more than 12 years.

5
For the year, revenue was up 5.4% to $12.6 billion. Underlying
NPATA was $174.2 million, and our Underlying EBITA was
$323.4 million. Our cashflow performance recovered well after
a challenging H1, with underlying cash conversion of 110% in
H2 and full year conversion of 64.9%. The Group is in a strong
financial position with net debt to EBITDA of 2.0x. The Board
declared a final unfranked dividend of 8.0 cents per share.
Our focus is on selecting the right jobs, improving the
underperforming contracts and driving a culture of
accountability that permeates throughout the entire organisation.
In FY23, Downer continued to focus on the divestment of
non-core businesses to shape a portfolio that is less capital
intensive and with a reduced risk profile. On 20 June 2023,
Downer announced we had completed the sale of the
Australian Transport Projects business to DT Infrastructure
Pty Ltd, a Gamuda Berhad company. The sale price represents
an enterprise value of $212 million, and is an important milestone
in our portfolio simplification strategy. Downer’s focus in the
transport sector will now be to concentrate on enhancing its
market leading positions in rollingstock, road maintenance
and New Zealand infrastructure delivery.
Protecting our people
While there have been significant changes at Downer over the
past 12 months, one thing that has not changed is our steadfast
commitment to Zero Harm. Protecting our people, communities
and environments will always be Downer’s number one priority.
Downer’s Total Recordable Injury Frequency Rate for FY23 was
below target at 2.66, however, our Lost Time Injury Frequency
Rate (LTIFR) was at target at 0.90. Downer’s performance
remains superior to industry benchmarks published by Safe
Work Australia for all industries in which Downer operates.
Sadly, Downer recorded two workplace fatalities in FY23.
An employee in our Utilities business died in December 2022
while undertaking meter reading duties on a property south
of Brisbane, and a long-term Downer employee in New Zealand
died in August 2022 following a motor vehicle event. Downer
has extended our sincerest condolences to the employees’
families and colleagues and continues to support them following
these tragic incidents.
Progress on climate
In FY23 we continued to focus on our decarbonisation pathway.
While our absolute carbon emissions increased by 2%, our
Scope 1 and 2 GHG emissions intensity reduced from 31.11
tCO
2
-e/AUD$m in FY22 to 30.0 tCO
2
-e/AUD$m in FY23. We
are committed to our operational emissions as per Downer’s
transition pathway to being Net Zero by 2050. An important
step to reaffirm Downer’s commitment to being industry leaders
in environmental sustainability was the production of our first
Climate Change Report, which was released in November 2022
and is available on our website. The report outlines Downer’s
response to the risks that climate change poses and the
opportunities that addressing climate change presents, and
covers our decarbonisation journey to date, our pathway to net
zero and the pivotal role Downer has the opportunity to play in
the energy transition.
I want to thank our people, customers and shareholders for
your support over the past 12 months. I am very confident
that the changes we have implemented in FY23 will start
delivering positive results for all of Downer’s stakeholders in
FY24 and beyond.
Peter Tompkins
Chief Executive Officer

6 Annual Report 2023 | Downer EDI Limited
Highlights
The Group’s portfolio simplification is progressing well, with
the sale of the Australian Transport Projects business a key
milestone achieved during the period.
Downer reported a statutory net loss after tax of $385.7 million
and an underlying NPATA of $174.2 million.
The statutory loss was impacted by $541.5 million (after-tax)
of impairment charges primarily relating to impairment of
goodwill in the Utilities and Facilities businesses. Downer’s
revenue grew by 5.4% to $12.6 billion, and the cash conversion
after a difficult first half improved to 64.9%.
FY23 was a challenging year for Downer. After a disappointing
first half result impacted by weather, difficult market conditions
and contract losses in Utilities and New Zealand, there were
encouraging signs of stabilisation and recovery in the second
half with an improvement in margins and cash conversion.
The stabilisation of performance and underlying strength of
the balance sheet enabled the Board to declare a final dividend
of 8 cents per share, taking total dividends for the year to
13 cents per share unfranked.
The Downer Portfolio
Telecommunications
Water
Power and Gas
Government
Health and Education
Defence
Industrial and Energy
Road Services
Rail and Transit Systems
Projects
Transport UtilitiesFacilities

7
1. Total revenue is a non-statutory disclosure and includes revenue from joint ventures, other alliances and other income.
2. Underlying EBITA and NPATA are non-IFRS measures that are used by management to assess the performance of the business. They have been calculated
from the statutory measures and underlying EBITA is reconciled to statutory NPAT in the Directors’ Report Group Financial Performance section on pages 13 and 14.
Statutory net loss after tax
($385.7m)
Underlying cash conversion
64.9%
Total Revenue
1
$12.6bn
$174.2m
Underlying
2
NPATA
Statutory EBITA (loss)
($2 2 7. 3m)$323.4m
Underlying
2
EBITA
2023 in numbers
Downer’s Board has endorsed commitments and targets.
Our performance for FY23 against these is as follows:
Operating cash flow
$318.2m

8 Annual Report 2023 | Downer EDI Limited
Board of Directors
Mark John Menhinnitt (58)
Chairman since March 2023
Independent Non-executive Director since March 2022
Mr Menhinnitt is an experienced Non-executive Director and
senior executive with extensive domestic and international
experience in large infrastructure development and urban
regeneration, investment management, construction, asset
services, operations and maintenance.
Mr Menhinnitt held several senior roles over a 30-year
career with Lendlease, including as Chief Executive Officer
of Lendlease Australia.
Mr Menhinnitt is currently a Non-executive Director of
The GPT Group, a Non-executive Director of Sunshine Coast
Airport Pty Ltd (retiring 18 August 2023) and Chairman of
Fluent Property Pty Ltd.
Mr Menhinnitt holds a Bachelor of Engineering (Mechanical)
and Master of Business (Applied Finance), both from the
Queensland University of Technology. He is a member of
the Australian Institute of Company Directors and a Fellow
of the Governance Institute of Australia.
Mr Menhinnitt lives on the Sunshine Coast.
Peter John Tompkins (44)
Managing Director and Chief Executive Officer
since February 2023
Mr Tompkins was formerly Chief Operating Officer of Downer
and prior to that was CEO and Managing Director of Spotless
Group Holdings Limited.
Mr Tompkins joined Downer in 2008 and was appointed
General Counsel in 2010.
Mr Tompkins has represented Downer on numerous Boards
including Keolis Downer, Evolution Rail and Reliance Rail.
Mr Tompkins has qualifications in law and commerce from
Deakin University.
Mr Tompkins lives in Sydney.
Directors’ Report
for the year ended 30 June 2023
The Directors of Downer EDI Limited submit the
Annual Financial Report of the Company for the
financial year ended 30 June 2023. In compliance
with the provisions of the Corporations Act 2001
(Cth), the Directors’ Report is set out below.

Directors’ ReportAuditor’s ReportsFinancial StatementsNotes to the consolidated financial statementsCorporate GovernanceInvestor Information
9
Teresa Gayle Handicott (60)
Independent Non-executive Director since September 2016
Ms Handicott is a former corporate lawyer with over 30 years’
experience in mergers and acquisitions, capital markets and
corporate governance. She was a partner of national law firm
Corrs Chambers Westgarth for 22 years, serving as a member
of its National Board for seven years including four years
as National Chairman. She also has extensive experience in
governance of local and state government organisations.
Ms Handicott is the Chairman of listed company PWR
Holdings and the State President of the Queensland Division
of the Australian Institute of Company Directors.
Ms Handicott is a former Director of CS Energy Limited, a
former member of the Queensland University of Technology
(QUT) Council, the Takeovers Panel and Corporations and
Markets Advisory Committee and a former Associate Member
of the Australian Competition and Consumer Commission.
A Senior Fellow of FINSIA, Fellow of the Australian Institute of
Company Directors and Member of Chief Executive Women,
Ms Handicott holds a Bachelor of Laws (Hons) degree from
the Queensland University of Technology.
Ms Handicott lives in Brisbane.
Nicole Maree Hollows (52)
Independent Non-executive Director since June 2018
Ms Hollows has 25 years’ experience in the resources
sector in a number of senior managerial roles across both
the public and private sectors, including in mining, utilities
and rail. Her experience spans operational management,
mine development, people and culture, accounting and
finance, mergers and acquisitions, capital management and
corporate governance.
Ms Hollows is the Non-executive Chairman of Jameson
Resources Limited, a Non-executive Director of Qube
Holdings Limited, and Director, Chairman of the Membership
Committee and Chairman of the Finance Audit Risk
Committee of Chief Executive Women.
Ms Hollows was formerly the Chief Executive Officer of
SunWater Limited, a Queensland Government owned
corporation, the Chief Financial Officer and subsequently
Chief Executive Officer of Macarthur Coal Limited and
Managing Director of AMCI Australia and South East Asia.
A Fellow of the Australian Institute of Company Directors
and a Member of Chief Executive Women and the Institute
of Chartered Accountants, Ms Hollows holds a Bachelor of
Business – Accounting and a Graduate Diploma in Advanced
Accounting (Distinction) from the Queensland University of
Technology and is a Graduate of Harvard Business School’s
Program for Management Development.
Ms Hollows lives in Brisbane.

Directors’ Report
10 Annual Report 2023 | Downer EDI Limited
Dr Adelle Maree Howse (53)
Independent Non-executive Director since April 2022
Dr Howse has extensive senior executive and non-executive
experience in the infrastructure, energy and resources,
construction, data centres, telecommunication and
property sectors.
Dr Howse held several senior roles with CIMIC, including
Chief Strategy Officer.
Dr Howse is currently a Non-executive Director of Macquarie
Telecom Group, Sydney Desalination Plant Pty Limited and
Frequency Infrastructure Australia Holdings Pty Limited.
Dr Howse has previously served on the boards of Devine
Group, Design Studio Group, Ventia, Nextgen Holdings and
Manila North Tollroads Corporation.
Dr Howse holds a Bachelor of Science and Doctor of
Philosophy (Mathematics) from the University of Queensland,
an executive MBA from IMD, Switzerland and a Graduate
Diploma of Applied Finance and Investment. She is a member
of the Australian Institute of Company Directors.
Dr Howse lives in Sydney.
Peter Lawrence Watson (66)
Independent Non-executive Director since May 2019
Mr Watson has extensive experience in the construction and
engineering sectors in senior executive and governance roles,
including in the industrial, transport, defence, health, justice
and utilities sectors. He was Chief Executive Officer and
Managing Director of Transfield Services Limited (now known
as Broadspectrum which is owned by Ventia) for 10 years.
During this period, he led the business through a successful
transition, cultivating a sustainable and successful public
company. He also has considerable experience in various
Non-executive Director roles.
Mr Watson is currently the Non-executive Chairman of
BG&E Group Limited.
Mr Watson is a former Chairman of LogiCamms Limited
(now known as Verbrec), Watpac Limited, Regional Rail
Link Authority in Victoria and AssetCo Management
which managed PPP assets, a former Director of the Major
Transport Infrastructure Board in Victoria, Yarra Trams and
Save the Children Australia and was a Board member of
Infrastructure Australia and independent Chair of Ross River
Solar Farm.
A Fellow of the Australian Academy of Technological Sciences
and Engineering and member of the Institute of Engineers
Australia and Australian Institute of Company Directors,
Mr Watson holds a Diploma of Civil Engineering from the
Caulfield Institute of Technology and is a Graduate of the
Wharton Advanced Management Program of the University
of Pennsylvania.
Mr Watson lives on the Sunshine Coast.
Retired Directors
Mark Peter Chellew
Independent Non-executive Director from 1 September 2021,
Chairman from 1 October 2021. Retired 3 March 2023.
Mark James Binns
Independent Non-executive Director
from 1 March 2022 to 31 January 2023.
Grant Anthony Fenn
Managing Director and Chief Executive Officer
from 1 July 2010 to 27 February 2023.

Directors’ Report
11
Directors’ shareholdings
The following table sets out each Director’s relevant interest (direct and indirect) in shares, debentures, and rights or options in
shares or debentures (if any) of the Company at the date of this report. No Director has any relevant interest in shares, debentures
and rights or options in shares or debentures, of a related body corporate, as at the date of this report.
Director
Number of Fully Paid
Ordinary Shares
Number of Fully Paid
Performance Rights
Number of Fully Paid
Performance Options
M J Menhinnitt71,748––
P J Tompkins
1
286,004239,758
T G Handicott31,000––
N M Hollows40,538––
A M Howse5,000––
P L Watson17,93 3––
1. Performance rights granted to Mr Tompkins are subject to performance and/or service period conditions over the period 2020 to 2025. Further details regarding the
conditions relating to these restricted shares and performance rights are outlined in sections 6.4 and 9.2 of the Remuneration Report.
Company Secretary
The Company Secretarial function is responsible for ensuring
that the Company complies with its statutory duties and
maintains proper documentation, registers and records. It
also provides advice to Directors and officers about corporate
governance and gives practical effect to any decisions made by
the Board.
Mr Robert Regan was appointed Group General Counsel and
Company Secretary in January 2019. He has qualifications in
law from the University of Sydney and is an admitted solicitor
in New South Wales. Mr Regan was formerly a partner of a
major Australian law firm and has over 30 years of experience in
legal practice.
Mr Peter Lyons was appointed joint Company Secretary in
July 2011. A member of CPA Australia and the Governance
Institute of Australia, he has qualifications in commerce from the
University of Western Sydney and corporate governance from
the Governance Institute of Australia. Mr Lyons was previously
Deputy Company Secretary and has been in financial and
secretarial roles at Downer for over 20 years.
Review of Operations
Principal Activities
Downer EDI Limited (Downer) is a leading provider of
integrated services in Australia and New Zealand. Downer
employs approximately 32,000 people, mostly in Australia
and New Zealand.
Downer operates in sectors that are closely connected to
the investment that is being driven by population growth and
urbanisation. These sectors include roads, rail, light rail, other
public transport, power, gas, water, telecommunications, health,
education, defence and other government sectors.
These sectors are served by Transport, Utilities and Facilities.
Divestments during the reporting period
In the year ended 30 June 2023, Downer completed the
divestment of the Australian Transport Projects business to a
wholly owned subsidiary of Gamuda Berhad, a large engineering
and construction company listed in Malaysia. There remains
a number of customer consents outstanding at the date of
completion, some of which remain outstanding as at the date
of this report. These contracts will remain with Downer until the
consents are received, which is expected by the end of calendar
year 2023.
The Australian Transport Projects business financials are
reported under the Transport segment for the period.
Refer to note F6 for further detail on divestments.

Directors’ Report
12 Annual Report 2023 | Downer EDI Limited
Sustainability
At Downer, sustainability means being environmentally
sustainable as well as prioritising the safety of our
people, achieving sustainable growth, building trusted
relationships and ensuring we have a diverse and inclusive
workforce. Downer’s commitments to sustainability are
outlined in its policies, which are accessible from the
Downer website (www.downergroup.com). The Group’s
2023 Sustainability Report details Downer’s sustainability
related performance for the financial year ended
30 June 2023 and can be found on the Company website
(www.downergroup.com/2023sustainabilityreport).
As Downer embarks on a phase of change through the
transformation program, Downer’s Purpose, Promise and Pillars
will be pivotal in setting a vision for the organisation and its
people. With that in mind, we have evolved our Purpose and
Promise and updated our Pillars. In FY23, Downer changed its
Purpose to articulate a higher ambition. With sustainability at
the forefront of how organisations build strategy, allocate capital
and contribute to activities that support energy transition, it was
important for Downer to articulate our ambition in a way that
resonates more meaningfully with all stakeholders.
Downer embeds sustainability in the way we deliver our services
and operate our business across the Tasman. Downer’s new
Purpose is: ‘Enabling communities to thrive’. With Downer’s
services impacting millions of lives every day, the sustainability
of the Group’s operations is paramount – for its people, partners,
shareholders, customers and their customers. Downer delivers
these services while managing the impacts of its activities on
people, the environment and the communities in which the
Group operates whilst working collaboratively with its supply
chain. Downer’s capability is well placed for the energy transition
and decarbonisation effort that is required to meet Australia and
New Zealand’s net zero emissions target. For further information
please refer to Downer’s 2022 Climate Change Report.
The Climate Change Report has been prepared to provide
shareholders and potential shareholders with information
on Downer’s net zero targets, approach to climate risks and
opportunities as well as our climate-related plans, activities, and
disclosures in accordance with the Taskforce for Climate related
Financial Disclosures (TCFD).
Group Financial Performance
The main features of the result for the 12 months ended
30 June 2023 were:
§Total revenue
1
of $12.6 billion, up 5.4%
§Statutory EBITA
2
loss of $227.3 million, down from earnings
of $341.3 million at 30 June 2022
3
§Underlying
4
EBITA earnings of $323.4 million, down 15.5%
from $382.5 million
§Underlying EBITA margin of 2.6%, down from 3.2% at
30 June 2022
§Statutory loss before interest and tax (EBIT) of $253.5 million,
down from earnings of $306.5 million at 30 June 2022
§Statutory net loss after tax and before amortisation of
acquired intangible assets (NPATA) of $367.3 million,
down from $164.8 million profit,
§Statutory net loss after tax (NPAT) of $385.7 million,
down from profit of $140.4 million.
Total revenue, excluding contribution from divested Mining
and Hospitality businesses in FY22, increased by 9.0%. This
was led by Rail and Transit Systems in the Transport segment,
Telecommunications in the Utilities segment and Government
and Health & Education in the Facilities segment.
Despite the strong revenue growth, underlying EBITA has been
negatively impacted by losses in the Utilities business.
Underlying Cash conversion for the period was 64.9%,
attributable to weak cash conversion in the first half, driven
primarily by timing of supplier payments on the completion
of the Sydney Growth Trains (SGT) project and settlement
of prior period project claims. Cash conversion in the second
half improved meaningfully to 110%. Weak operating cash flow
performance and the statutory loss were the primary drivers for
the increase in gearing, up 5.3% to 23.1% since June 2022.
Net finance costs increased by $2.6 million or, 3.0%, to
$88.0 million driven by an increase in average debt drawn as a
result of lower operating cash flows.
The underlying effective tax rate of 25.5% is lower than the
statutory corporate tax rate of 30.0% primarily due to the impact
of non-taxable distributions from joint ventures and lower tax
rates in overseas jurisdictions (e.g. New Zealand).
Individually Significant Items (ISIs) totalled a $550.7 million loss
before interest and tax for the year, ($541.5 million loss after-
tax). Additional information is provided on the following pages of
the Review of Operations and in Note B3 to the Financial Report.
Power maintenance contract
On 8 December 2022, Downer announced that it had
identified the historical misreporting of revenues and work in
progress in one of its maintenance contracts in its Australian
Utilities business.
The contract is for the supply and maintenance, new
connections, faults and capital works services.
As a result of the historical misreporting, post-tax earnings were
overstated by a total of $22.2 million between April 2020 and
30 June 2022, of which $1.7 million relates to FY20, $8.9 million
relates to FY21 and $11.6 million relates to FY22. Downer is
working on a number of initiatives to return the contract to an
overall profitable position by the end of the contractual term.
1 Total revenue is a non-statutory disclosure and includes revenue, other income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
2 Earnings before interest, tax and amortisation of acquired intangibles (EBITA).
3 FY22 have been restated following certain accounting adjustments identified as described in Note A to the Financial Report.
4 The underlying 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.

Directors’ Report
13
Changes to segment reporting
Following the restructure of the Group and the creation of a Trans-Tasman operating model, the Hawkins building business in
New Zealand has transitioned from the Facilities segment to the Transport segment to align with how the businesses are managed
and reported internally to the Group CEO.
Power Systems transitioned from the Transport segment to the Utilities segment as reported at 31 December 2022 following
a change in internal management structure.
Underlying EBITA and reconciliation to Statutory NPAT
The table below provides a comparison of the underlying
1
earnings for FY23 versus the results for FY22 and a reconciliation to
statutory NPAT.
Underlying
1
E B I TA ( A$ m )Reporting SegmentFY23FY22
6
Variance
(%)
Transport
2,3
Transport288.9269.47. 2%
Utilities
2
Utilities(10.3)59.9>(100%)
Facilities
2
Facilities162.1162.1–
Urban Services Businesses440.7491.4(10.3%)
Business disposed
4
Facilities/All other segments–(8 .4)100.0%
CorporateUnallocated(117. 3)(100.5)(16.7%)
Group Underlying EBITA
5
323.4382.5(15.5%)
Amortisation of acquired intangibles (pre-tax)(26.2)(34.8)24.7%
Underlying EBIT297. 2347.7(14.5%)
Net interest expense(88.0)(8 5 .4)(3.0%)
Tax expense(5 3 .4)(73.0)26.8%
Underlying NPAT155.8189.3(17.7%)
Amortisation of acquired intangibles (post tax)18.424.4(24.6%)
U n d e r l y i n g N PATA
5
174. 2213.7(18.5%)
Items outside of underlying NPATA(550.7)(41 . 2)>(100)%
Tax effect on items outside underlying NPATA9.2( 7.7 )>100%
Statutory NPATA(367. 3)164.8>(100%)
Amortisation of acquired intangibles (post tax)(18 .4)(24.4)24.6%
Statutory NPAT(385.7)140.4>(100%)
1. The underlying 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.
2. FY22 Transport, Utilities and Facilities contribution have been restated as a result of the change in operating segments (refer to Note B1).
3. The Australian Transport Projects business disposed during the period is included in the Transport segment.
4. Represents the contribution of Mining ($8.1 million) and Hospitality (loss $16.5 million) businesses disposed in prior period.
5. Downer calculates EBITA and NPATA by adjusting EBIT and NPAT to add back acquired intangible assets amortisation expense.
6. FY22 results have been restated (refer to Note A for further details).

Directors’ Report
14 Annual Report 2023 | Downer EDI Limited
Statutory Earnings
Statutory loss before interest and tax (EBIT) of $253.5 million, down from a profit of $306.5 million.
Statutory EBITA loss of $227.3 million, down from a profit of $341.3 million.
Underlying EBITA of $323.4 million, down 15.5% from $382.5 million
A reconciliation of the FY23 underlying result to the statutory result is provided in the table below:
A$mE B I TA
Net Interest
expense
Ta x
expenseN PATA
Amortisation
of acquired
intangibles
(post-tax)N PAT
Underlying result323.4(88.0)(61.2)174. 2(18.4)155.8
Fair value on Downer Contingent Share
Options (DCSO)
1
10.0 ––10.0 –10.0
Divestments and exit costs20.8 –(18.6)2.2 –2.2
Portfolio restructure costs(25 .4)– 7.6(17. 8)– (17. 8)
Regulatory reviews and shareholder class
action related costs(6.5)– 1.9(4 . 6)– (4 . 6)
Impairment and other asset write-downs(549.6)–18.3(531.3)–(531.3)
Total items outside underlying results(550.7)–9.2(541.5)–(541.5)
Statutory result – loss(227. 3)(88.0)(52.0)(367. 3)(18.4)(385.7)
1 The Downer Contingent Share Options (DCSO) issued as part of the acquisition of the minority interest in Spotless in August 2020 are required to be recorded at
fair value with changes in fair value recorded through profit or loss. Since 30 June 2022, the fair value of the DCSO has decreased by $10.0 million, which has been
recognised in ‘Other income’ in the Consolidated Statement of Profit or Loss and Other Comprehensive Income during the year. This income is driven by the decrease
in Downer’s share price from $5.05 at 30 June 2022 to $4.11 at 30 June 2023.
Refer to Note B3 to the Financial Report for further details.
Expenses
Total expenses increased by 10.6%, or $1.2 billion, compared
to the prior corresponding period (pcp). Included in total
expenses is $605.1 million of ISIs ($153.7 million in pcp).
Excluding the impact of ISIs, total expenses increased by 6.5%,
or $699.9 million.
Downer’s cost base (including ISIs) by type of expense
compared to the pcp is as follows:
FY23 (%)FY22 (%)
 Employee benefits expense
 Subcontractor
 Raw materials and
consumables used
 Plant and equipment,
depreciation and amortisation,
impairment of assets
 Other expenses
5.4
30.3
41.0
12.1
11.2
5.7
33.0
40.8
12.7
7.8
Employee benefits expenses increased by 1.6%, or $58.8 million,
to $3.6 billion and represents 30.3% of Downer’s cost base.
Subcontractor costs increased by 11.0%, or $487.3 million,
to $4.9 billion and represents 41.0% of Downer’s cost base.
Labour market conditions have resulted in increased reliance
on subcontractor labour, increasing the mix in total personnel
costs. Compounding this, was the exit of Mining and Hospitality
in the comparative period which had a relatively low reliance on
subcontractor labour.
Raw materials and consumables costs increased by 5.6%, or
$76.9 million, to $1.5 billion and represents 12.1% of Downer’s
cost base. The increase is mainly due to mix of raw materials
used in line with increased activities in Projects (Transport
segment), and in Water (Utilities segment) together with
increase in Bitumen prices impacting the Road Services
(Transport segment).
Plant and equipment costs remained stable at $0.5 billion and
represents 3.9% of Downer’s cost base. Total depreciation and
amortisation decreased by 1.8%, or $6.0 million, to $0.3 billion
and represents 2.8% of Downer’s cost base.
Impairment of non-current assets of $539.5 million represents
$483.0 million impairment of goodwill and $56.5 million of other
non-current assets. Refer to Note B3 for additional information.

Directors’ Report
15
Other expenses from ordinary activities, which includes
communication, travel, professional fees and occupancy costs,
increased by 6.0% or $36.7 million and represents 5.4% of
Downer’s cost base. This was primarily due to $40.5 million of
individually significant items (pre-tax) as described in Note B3
of the Financial Report.
Cash Flow
Operating Cash Flow
Operating cash flow of $318.2 million represents an
underlying cash conversion of 64.9% of adjusted earnings
before interest, tax, depreciation and amortisation (EBITDA).
Weak cash conversion in the first half offset strong second
half performance.
The softer cash conversion and decrease in operating cash flow
was predominantly driven by timing of supplier payments on the
completion of the SGT project and settlement of prior period
project claims.
Investing Cash Flow
Total investing cash outflow of $86.7 million includes
$160.5 million proceeds from the disposal of Australian
Transport Projects during the year net of cash disposed.
Excluding proceeds from the disposal of businesses, investing
cash outflow would have increased by 19.4% or $40.2 million
to $247.2 million largely due to lower proceeds from disposals
of PP&E in the period ended 30 June 2023 compared to the
prior period.
Debt and bonding
The Group’s performance bonding facilities totalled
$2,244.5 million at 30 June 2023 with $727.3 million undrawn.
There is sufficient available capacity to support the ongoing
operations of the Group.
As at 30 June 2023, the Group had liquidity of $1.9 billion
comprising cash balances of $889.1 million and undrawn
committed debt facilities of $1.0 billion.
During the period, a total of 3.8 million shares were purchased as
part of the share buyback programme, for a total consideration
of $17.8 million. The purchase of these shares occurred in the
period between September and November 2022.
The outlook on the Group’s BBB credit rating was revised from
Stable to Negative by Fitch in December 2022.
Balance sheet
Since 30 June 2022, the net assets of the Group decreased by
$522.0 million.
IncreaseDecreaseTotal
2,811.8
(84.1)
(561.1)
111.3
11.9
2,289.8
Increase
in net
debt
IntangiblesNet total
receivables
and payables
OtherClosing
Net Assets
$’m
Movement in Net Assets
Opening
Net Assets
3,000
2,500
2,000
1,500
1,000
500
0
Net debt is calculated as borrowings (excluding lease liabilities)
less cash and cash equivalents. Net debt has increased by
$84.1 million mainly driven by $234.7 million higher borrowings
since 30 June 2022 as a result of lower operating cash flows in
the period.
Intangibles have declined by $561.1 million to $2.2 billion,
primarily due to the $483.0 million impairment of goodwill,
$41.3 million of goodwill associated with business disposals,
together with the net movement associated with amortisation
and additions during the period.
Net total receivables and payables, which includes current trade
receivables and contract assets, in addition to current trade
payables and contract liabilities, increased by $111.3 million
mainly driven by increase in contract assets from new projects
including QTMP.
Total Equity decreased by $522.0 million as a result of the
statutory loss after tax of $385.7 million, $17.8 million in shares
bought back and $125.4 million dividends paid during the period.

Directors’ Report
16 Annual Report 2023 | Downer EDI Limited
Segment financial performance
Transport
Transport comprises Downer’s Road Services, Rail and Transit
Systems and Projects businesses.
Total revenue
1
(FY23)
Transport
EBITA
2
(FY23)
54.7%65.5%
1 Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Transport revenue increased by 10.3%, or $641.5 million,
to $6.9 billion, while EBITA increased by 7.2% or $19.5 million
to $288.9 million. The Roads Services business continued to
be adversely impacted by wet weather (primarily in the first
half), labour market challenges and increased transport and
logistics costs. This was offset by strong revenue and margin
performance on long-term Rail maintenance contracts and an
uplift in Transport Projects margin in Australia.
Road Services
Downer manages and maintains road networks across Australia
and New Zealand and manufactures and supplies products
and services to create safe, efficient and reliable journeys.
Downer offers one of the largest non-government owned road
infrastructure services businesses in Australia and New Zealand,
maintaining more than 50,000 kilometres of roads in Australia
and in New Zealand.
Downer creates and delivers solutions to its customers’
challenges through strategic asset management and a
leading portfolio of products and services. Downer is a leading
manufacturer and supplier of bitumen-based products and
an innovator in the sustainable asphalt industry and circular
economy, using recycled products and environmentally
sustainable methods to produce asphalt.
Rail and Transit Systems
Downer has over 100 years’ rail experience providing end-
to-end, innovative transport solutions. Downer is a leading
provider of rollingstock asset management services in Australia,
with expertise in delivering whole-of-life asset management
support to its customers. Downer’s capability spans all sectors,
from rollingstock to infrastructure, and every project phase,
from design and manufacture to through-life-support, fleet
maintenance, operations and comprehensive overhaul of assets.
The Keolis Downer joint venture is Australia’s largest private
provider of multi-modal public transport solutions, with
contracts to operate and maintain Yarra Trams in Melbourne,
the Gold Coast light rail system in Queensland, Adelaide
Metro and an integrated public transport system for the city
of Newcastle in New South Wales. Keolis Downer is also one of
Australia’s most significant bus operators.
Projects
Downer delivers multi-disciplined infrastructure solutions
through services such as, the design and construction of light
rail, heavy rail, signalling, track and station works, rail safety
technology, bridges, roads and vertical construction (through
Downer’s Hawkins business in New Zealand). Downer has a
long history of delivering infrastructure projects under a variety
of contracting models. Downer’s integrated capabilities enable
intelligent transport solutions, road network management
and maintenance.
In the year ended 30 June 2023, Downer completed the
divestment of the Australian Transport Projects business to a
wholly owned subsidiary of Gamuda Berhad, a large engineering
and construction company listed in Malaysia. Downer retains
a strong presence in New Zealand in infrastructure project
services, in both transport and vertical construction.
Utilities
Downer offers a range of services to customers across
the power and gas, water, telecommunications and
renewables sectors.
Total revenue
1
(FY23)
Utilities
EBITA
2
(FY23)
18.0%(2.3)%
1 Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Utilities revenue increased by 11.2%, or $227.9 million, to
$2.3 billion, while EBITA decreased $70.2 million to a loss of
$10.3 million. Despite the Telecommunications business in both
Australia and New Zealand performing well (both revenue and
EBITA), the Utilities segment EBITA was heavily impacted by
losses in a Power Maintenance contract, underperformance
across the portfolio of Water construction projects and in a
renewable windfarm project in New Zealand together with
losses in the meter reading business associated with labour
availability, productivity and weather-related challenges.

Directors’ Report
17
Power and Gas
Downer’s services include planning, designing, constructing,
operating, maintaining, managing and decommissioning
transmission and distribution power assets as well as gas
network assets. A collaborative approach has made Downer
a benchmark end-to-end service provider to owners of
utility assets.
Downer constructs and maintains electricity and gas networks,
provides asset inspection and monitoring services, connects
tens of thousands of new power and gas customers each year
and provides meter, energy and water efficiency services for
governments, utilities and corporations.
Water
Downer is dedicated to delivering complete water lifecycle
solutions for municipal and industrial water users.
Downer’s expertise includes water treatment, wastewater
treatment, water and wastewater network design
construction, maintenance and rehabilitation, desalination and
biosolids treatment.
As a provider of asset management services, Downer supports
its customers across the full asset lifecycle from conceptual
development through to design, construction, commissioning
and into operations and maintenance.
Telecommunications
Downer is a leading provider of end-to-end technology and
communications service solutions, offering integrated civil
construction, electrical, fibre, copper and radio network
deployment capability throughout Australia and New Zealand.
Key capabilities include designing, engineering, consulting,
maintenance, operations and smart metering.
Facilities
The Facilities segment operates in Australia and New Zealand
across a range of industry sectors including education, health,
government, defence and industrial and energy.
Total revenue
1
(FY23)
Facilities
EBITA
2
(FY23)
27.3%36.8%
1 Total revenue is a non-statutory disclosure and includes revenue, other
income and notional revenue from joint ventures and other alliances not
proportionately consolidated.
2 Downer calculates EBITA by adjusting EBIT to add back acquired intangibles
amortisation expense. Due to rounding, divisional percentages do not add up
precisely to 100%.
Facilities revenue increased by 0.5%, or $18.4 million, to
$3.4 billion, with an increase in EBITA of 11.3% to $162.1 million.
The increase in EBITA was primarily driven by the non-recurring
impact of Hospitality losses in the prior period, with this
business exited during FY22. Excluding the impact of losses
from businesses disposed, EBITA was flat year on year. Solid
growth in Government and Health & Education (including the
reset of the reviewable services at Royal Adelaide Hospital and
Bendigo Hospital on 1 July 2022) was offset by softer earnings
in the Defence business as a result of a slowdown in Defence
spending on minor capital works and from a contract loss in
Industrial & Energy due to a subcontractor default.
Government and Health & Education
Downer is the largest integrated facilities management services
provider in Australia and New Zealand, delivering property and
facilities management services to government departments,
agencies and authorities at the Federal, State and municipal
level. With 21 Public Private Partnership projects across the
defence, education, health and leisure sectors, Downer provides
innovative management of its customers’ assets across
their lifecycle.
Downer has a 40-year history of supporting the daily operations
of hospitals across Australia and New Zealand, delivering a
range of services that create a safe environment for hospital
staff, patients and their guests. At leading schools and tertiary
institutions, Downer helps to create world-class learning
environments through integrated services such as catering,
building and grounds maintenance, conserving energy
with air-conditioning and lighting solutions and ensuring a
secure environment.
Defence
Downer provides a broad range of professional services, base
and estate management and estate development and base
upgrade services to the Australian Defence Force, the New
Zealand Defence Force and other government agencies.
We have a whole of Defence Capability Life Cycle offering and
mindset. Our Sovereign Industry Capability delivers to the needs
of Defence, National Security organisations, the major primes
and other government agencies.
Industrial & Energy
Downer is a leading provider of asset maintenance and
specialist services to Australia’s critical economic infrastructure
including the oil and gas, power generation and industrial
sectors. As a trusted partner with a leading safety record,
Downer optimises the reliability, efficiency and whole-of-life
costs of its customers’ assets through long-term relationship-
based contracts. Through its Mineral Technologies business,
Downer is the world leader in fine physical mineral separation
solutions, including spiral gravity concentrators and magnetic
and electrostatic separation technology.

Directors’ Report
18 Annual Report 2023 | Downer EDI Limited
All other segments
All other segments reflect the contribution of divested business
units of Mining and Hospitality in the prior corresponding
period. As these divestments were completed in FY22, there was
no contribution to the Group results during the period ended
30 June 2023.
Dividends
The Downer Board resolved to pay a final dividend of 8.0 cents
per share, unfranked, payable on 21 September 2023 to
shareholders on the register at 24 August 2023. The portion of
the unfranked dividend amount that will be paid out of Conduit
Foreign Income (CFI) is 17%.
1
The Board also determined to continue to pay a fully imputed
dividend on the ROADS security, which having been reset on
15 June 2023 has a yield of 9.81% per annum payable quarterly
in arrears, with the next payment due on 15 September 2023.
As this dividend is fully imputed (the New Zealand equivalent of
being fully franked), the actual cash yield paid by Downer will be
7.06% per annum until the next reset date.
Consistent with the prior year, the Company’s Dividend
Reinvestment Plan remains suspended.
Zero harm
Downer’s Lost Time Injury Frequency Rate (LTIFR) increased to
0.90 from 0.82 and its Total Recordable Injury Frequency Rate
(TRIFR) increased to 2.68 from 2.35 per million hours worked.
2

The decline in the performance of these lagging indicators in
FY23 is due to an overall increase in injuries that required time
off work of one or more shifts, primarily in our Facilities and
Asset Services business and in the Australian Road Services
business, relative to the hours worked compared to FY22. In
addition, our New Zealand Transport, Australian Road Services
and Utilities businesses had increases in injuries requiring
medical treatment which impacted the TRIFR performance.
Incidents are investigated with actions to prevent recurrence
identified and tracked to closure. Relevant lessons are shared
across Business Units. Trends are reviewed and addressed
at Business Unit level and are considered by Communities of
Practice, as relevant.
Tragically, there were two workplace fatalities this year.
A long-term Downer employee in New Zealand died in August
2022 when he was struck by a motor vehicle while assisting a
member of the public on a arterial road. Downer is treating this
as a workplace fatality, although the employee was assisting a
member of the public at the time. This event is an unfortunate
reminder of the need to remain strongly focused on risk
management during any activities that may lead to harm.
In December 2022, an employee from Downer’s Utilities
business was undertaking meter reading duties on a property in
Greenbank, south of Brisbane, when fatally attacked by dogs on
the property.
Downer extends its sincere condolences to both workers’
families and colleagues, and continues to support them
following these tragic incidents.
In FY22, Downer disclosed a reportable fatality in its New
Zealand business following an unfortunate fall from height
incident. At the time, the cause of death was unconfirmed,
and Downer treated this event as a workplace fatality. With
the fullness of time, we understand the cause to relate to an
unexpected medical event. Therefore, Downer has restated its
FY22 safety performance to record zero fatalities.
TRIFRLTIFR
TRIFR
LTIFR
Downer Group Safety Performance (12-month rolling frequency rates)
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Mar-23
Apr-23
May-23
Feb-23
Jan-23
Jun-23
1.50
2.00
2.50
3.00
0.50
1.00
1.50
2.35
2.68
0.82
0.90
2.00
1 This is relevant only for non-resident shareholders. The effect is that the portion of the unfranked dividend paid out of CFI is not subject to Australian dividend
withholding tax.
2 Lost time injuries (LTIs) are defined as injuries that cause the injured person (employee or contractor) to be unfit to perform any work duties for one whole day or shift,
or more, after the shift on which the injury occurred, and any injury that results, directly or indirectly, in the death of the person. The Lost Time Injury Frequency Rate
(LTIFR) is the number of LTIs per million hours worked. Total Recordable Injuries (TRIs) are the number of LTIs plus medically treated injuries (MTIs) for employees and
contractors. Total Recordable Injury Frequency Rate (TRIFR) is the number of TRIs per million hours worked.

Directors’ Report
19
Group Business Strategic objectives and prospects for future Financial Years
Downer’s core Transport, Utilities and Facilities businesses are
diversified across capabilities, markets and geography, and
are underpinned by Downer’s strong market position across
all categories.
Strategies to realise value for shareholders
As part of the half-year 2023 financial results, Downer
announced its strategies to realise value for shareholders.
These strategies and current focus of the business are enablers
in achieving Downer’s target EBITA margin of at least 4.5% in
FY25. These strategies fell under three focus areas:
§Reset operating model and cost base;
§Continue to simplify current portfolio; and
§Operational excellence and risk management.
Key components of the above include:
§Targeting benefits of at least $100 million per annum in
FY25, through the merging of Australian and New Zealand
operating units to establish sector led, stand-alone, Trans-
Tasman businesses, operating model optimisation, and
through systems, fleet and property rationalisation and other
cost-out initiatives;
§Simplification of the Downer portfolio to focus on businesses
which align with the Group’s strategic objectives;
§Disciplined approach to risk management through adherence
to The Downer Standard and Downer’s Delivery Management
Methodology, defining risk appetite via the 5 C’s (Capacity,
Capability, Counterparty, Contract & Compensation) and
establishing effective organisational accountability and
monitoring through the three lines of defence; and
§Structural and cultural reset on performance accountability,
enhanced by the new organisational design to drive a focus
on operational excellence.
Downer’s Purpose, Promise and Pillars Our Purpose,
Promise and Pillars reflect our commitment to do the right thing
for our customers, our people and our shareholders.
Downer’s Purpose is Enabling Communities to Thrive.
Our Promise is that our customers’ success is our success.
Alongside our Purpose and Promise, our Pillars represent the
way we do things and underpin everything we do:
§Sustainability: Safety is our first priority. Zero Harm to our
people, communities and environment is embedded in our
culture. We will leave a positive legacy for future generations.
§Delivery: We build trust by delivering on our promises
with excellence while focusing on safety, value for money
and efficiency.
§Relationships: We collaborate to build and sustain enduring
relationships with our customers, our people and our
communities, based on trust and integrity.
§Thought leadership: We remain at the forefront of our
industry by employing the best people and having the
courage to challenge the status quo.
Downer’s strategic objectives and prospects, underpinned by
our Purpose, Promise and Pillars, are set out in the table below.
Refer to the Principal Business Risks and Risk Management
Strategies section for further details on risks associated with the
pursuit of Downer’s strategic objectives and prospects.
Strategic ObjectiveProspects
Sustainability pillar
Maintain focus on Zero Harm
Downer believes that a sustainable and embedded Zero Harm culture is fundamental to the
Company’s ongoing success, and to building trusted relationships with customers and business
partners. Downer’s approach to Zero Harm enables it to work safely and environmentally responsibly
in industry sectors with inherently hazardous environments. Zero Harm at Downer means a work
environment that supports the health, including mental health and wellbeing, and safety of its people
and allows it to deliver its business activities in an environmentally sustainable manner and advance
the communities in which it operates.
There is a strong commitment to Downer’s Zero Harm objectives across all levels of the business.
A core objective of The Downer Standard program is to unify the way Downer manages Zero Harm
and performs its work. In an important step, Downer achieved centralised third-party accreditation
to the International Standards ISO 45001 (Safety), ISO 9001 (Quality) and ISO 14001 (Environment).
This gives Downer a single system of work for safety, quality and environment, and a framework to
develop, implement and monitor The Downer Standard. Establishing this consistent single platform
means Downer can deliver consistent best practice information and work processes to its frontline
employees, helping them to better manage risk and change in their dynamic workplaces.

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20 Annual Report 2023 | Downer EDI Limited
Strategic ObjectiveProspects
Sustainability Pillar
Strengthen Downer’s
position as an employer
of choice by fostering
a diverse and inclusive
workplace culture
For Downer to deliver the best possible outcomes for its customers, it needs a workforce that is
diverse, inclusive, capable and engaged. Downer’s actions are guided by its Inclusion and Belonging
(I&B) Strategy, which promotes a culture where employees feel a sense of belonging.
Downer’s talent attraction and retention strategy focuses on providing opportunities for employees
to grow their careers, offering benefits that are competitive with the market, and creating channels
for engagement and feedback.
Downer is focused on maintaining the work-life balance of its people and supports flexible working
arrangements, where possible, to meet the growing expectations of its current and future workforce.
Downer also understands that mental health is a growing societal issue and has developed and
implemented its accredited Mental Health First Aid program to arm its people with the knowledge
and skills to support their own mental health as well as the mental health of their friends and family.
Sustainability Pillar
Mitigate climate-related
risks and capture growth
opportunities presented
by decarbonisation
As society shifts towards a net zero emissions future, Downer is seeing increasing interest in
decarbonisation across its customer base. Downer is uniquely positioned with its skills, experience
and technical capabilities to play a pivotal role in the energy transition.
Downer believes its own pathway to net zero is essential in adding credibility to the services it
delivers to help customers decarbonise their own operations. Downer has committed to an absolute
near-term target of 50% reduction of its Scope 1 and 2 GHG emissions by 2032 and an absolute near-
term target of 30% reduction of its Scope 3 emissions by 2032. Downer has set a long-term target
to be net zero in Scope 1, 2 and 3 GHG emissions by 2050, subject to future available technologies.
Both the near-term and the long-term targets have a base year of 2020.
In FY22, Downer completed a detailed review of its most material climate-related risks and
opportunities in line with the Taskforce for Climate-related Financial Disclosures (TCFD), utilising
Scenario Analysis. This work built on Downer’s previous TCFD analysis in 2019 and reaffirmed that
climate change presents considerable opportunities for Downer, if appropriately acted upon. The
analysis determined that Downer’s material exposures to transition risk are its asphalt plants as well as
its light and heavy vehicle fleet. Downer has decarbonisation strategies and plans to minimise exposure
to transition risks. For further information refer to Downer’s 2022 Climate Change Report and 2023
Sustainability Report.
In addition, Downer has undertaken a review of its capital allocation process to integrate climate
thinking and considerations. This led to the creation of a centralised decarbonisation fund to support
initiatives that will help achieve Downer’s net zero commitments.
Delivery Pillar
Embed asset management
and standardisation
The expectations of Downer’s customers, and their customers, continue to grow with regards to
reliable, intuitive, and cost-effective assets and services. Downer has invested in capability and
talent to improve asset management through standardised processes, data analytics and lifecycle
performance analytics. A number of these investments have Group-wide application in addition to
their bespoke customer benefits.
Downer has developed extensive asset management knowledge and expertise and also adopts
and implements world-leading insights and solutions. Downer strives for standardisation in its risk
management and project delivery to ensure consistent quality outcomes for its customers.
Relationships Pillar
Focus on engagement with
customers and suppliers
Relationships creating success continues to underpin Downer’s approach to customer relationships
and philosophy that drives delivery of projects and services. It helps to ensure investment as
initiatives and activities are focused on helping Downer’s customers to succeed.
Providing valuable and reliable products and services to customers, and their customers, is at the
heart of Downer’s culture. It enables Downer’s customers to focus more on their core expertise while
Downer delivers non-core operational services. Through ongoing analysis of markets, customers
and competitors, Downer is well positioned to improve value and service for its customers and
their customers.
Thought Leadership Pillar
Utilise technology in core
service offerings
Technology is an inherent feature of today’s world and there is therefore greater demand for
provision of cyber secure technology in the services Downer provides. Customer operations are
growing in complexity in an ever-changing threat landscape, and this creates opportunities for
Downer to connect securely, manage, monitor and report on core services and infrastructure.
Downer invests in a range of technology platforms and partnerships to meet customer needs.
Downer focuses on selecting the right investments, for example those that can be leveraged across
a number of service lines to maximise value for the greatest number of customers. Downer remains
firmly focused on continuously protecting against evolving cyber risks and threats, demonstrating
credibility and trust through secure cyber stewardship and custody.

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21
The following table provides an overview of the key prospects relevant to each of Downer’s service lines and summarises Downer’s
intended strategic response across each sector to maximise the Company’s performance and realise future opportunities.
Service lineProspectsDowner’s response
TransportThe multi-billion dollar
market for transport services
continues to grow in both
Australia and New Zealand.
Governments in both
countries continue to invest in
a range of projects to reduce
congestion, improve mobility
and provide better linkages
between communities.
Downer is a market leader in road services in both Australia and
New Zealand. The Group is well positioned through its integrated national
asset footprints to be a trusted service provider to local, state and national
customers in maintaining and providing pavement products for road
networks. With increasing customer focus on sustainability objectives,
Downer is seeing increased demand for its circular economy products
like Reconophalt
TM
, a sustainable asphalt product made from up to 100%
recycled materials.
Downer also maintains strong strategic partnerships with leading global
transport solutions providers and, through this model, is pursuing
opportunities in rollingstock manufacture and maintenance, and transport
network operations and maintenance. Downer has a breadth of capabilities
covering rollingstock design, manufacturing and through-life-support
allowing Downer to provide trusted support to critical passenger train assets
across Australia.
More extreme weather events and their damaging impacts on infrastructure
assets present opportunities for Downer to assist in recovery and rebuilding
efforts. This includes road and pavement repairs across both Australia and
New Zealand. Downer has also formed an Alliance to support the rebuilding
of critical infrastructure across the east coast of New Zealand’s North Island,
following extensive damage caused by Cyclone Gabrielle.
UtilitiesGrowth across utility markets
is multi-faceted with a good
pipeline of prospects in both
Australia and New Zealand.
Downer’s customers
are actively investing in
decarbonisation projects.
Downer has market leading positions in the power, gas, water and
telecommunications sectors in both Australia and New Zealand. We are
strongly positioned to take advantage of the growth opportunities available
in these sectors.
Downer is also one of the largest and most experienced providers in the
renewable energy market and power systems sectors. Downer has strong
technical capabilities in installation of commercial scale solar panels and
transmission line construction, meaning the Group is well placed to assist
our customers with their decarbonisation journey.
In all these areas, Downer is focusing its effort on customers and project
types where we can add value through its whole of life approach to asset
development and sustainment with a balanced approach to risk sharing.
FacilitiesThe facilities management
market is characterised by
long-term contracts which
are tendered infrequently.
However, as property and
facilities owners look to
decarbonise their assets, this
is expected to form a growth
market in coming years.
In the Industrial & Energy
market portfolio there
is a strong pipeline of
opportunities on the short-
to-medium-term horizon as
Downer’s customers actively
invest in decommissioning and
decarbonisation projects.
Downer is a major player in facilities management across both Australia
and New Zealand with leading positions in key sectors including defence,
health, education and government. The Group’s scale enables us to invest in
class leading asset management capability, build new positions in front line
services and leverage upside in procurement and asset optimisation.
Downer also has strong market positions across the industrial, energy and
future energy areas and is a trusted partner to some of Australia’s most
important and largest industrial customers. Our technical capability and
delivery reliability enables us to differentiate our offering through focus
on value delivered. Downer is investing in its expertise and capability in
anticipation of clean hydrogen becoming a key energy source for our
customers and has also supported customers in delivering carbon capture
underground storage systems.

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22 Annual Report 2023 | Downer EDI Limited
Material risks and risk management strategy
Downer actively manages a range of principal risks which have the potential to materially impact on the Group and its ability to
achieve its strategic objectives and opportunities. We apply a robust risk management framework to identify, assess and manage
risks which could adversely impact the future performance of the Group. Downer’s material risks, which include both risks specific
to the Group as well as general business and macroeconomic risks, are outlined below in no particular order.
Overview of risk and potential impactRisk mitigation and management strategies
Key contracts, competition and customer retention
There is a risk that material contracts that Downer enters
may not be renewed, renewed on less favourable terms
or cancelled.
Furthermore, some of the markets in which Downer
operates are highly competitive. Increased competition
and/or market changes can impact on Downer’s ability to
renew and/or win new contracts. If such events take place
this may lead to a decrease in work-in-hand, profitability
and earnings.
In addition, some of the contracts that Downer enters
have pricing that is ‘fixed’ or ‘not to exceed’. To the extent
that the cost of delivering on its contractual obligations
exceeds the estimated price, Downer could incur losses
that are not recoverable from its customers.
§Downer maintains its focus on forming strong relationships with
customers across a range of different markets and delivering
successful outcomes for its customers, strategic partnerships and
joint ventures with leading technology and knowledge providers
and a strong focus on its Customer Relationship Management
(CRM) system.
§To address competition risk, Downer collaborates with customers to
understand and meet their evolving needs. Downer focuses on the
delivery of high-quality services and thought leadership to support
recontracting of existing key customers.
§Downer undertakes thorough bid governance processes to ensure
that projects within risk appetite parameters are appropriately
estimated and there is a strong focus on costs, supply chain
management and project management controls.
§Downer’s focus on risk management and operational excellence is
looking to address performance issues which have occurred in FY23.
The strategies to improve this focus will look to improve delivery of
tendered margin and tighten the bell curve of project outcomes and
reduce variability.
Brand and reputation
Downer relies on its reputation to win and retain work,
attract and retain employees, secure ongoing access to
capital markets and maintain our social license to operate.
Building trust among stakeholders and maintaining our
reputation is critical for our business operations. Failing to
maintain this trust could lead to negative media attention,
which might damage our reputation and adversely impact
the support of our stakeholders.
The negative media attention associated with the ICAC
inquiry into conduct of employees of Downer during
the period highlights the risk of brand and reputation
damage. This could impact on Downer’s perception
among customers and require additional disclosure and
comfort to be provided in tenders and rebid processes.
There is a risk that reputational impacts could lead to
loss of contract renewals and participation in new tenders
for Downer.
§Significant engagement, correspondence and outreach to key
customers to update them on issues and provide assurance on
Downer’s commitment to the highest standards of conduct.
§Recurring/coordinated internal communication and employee
webcasts to bring Downer team members together and unify them
under our common Purpose and Promise.
§In response to public and regulatory scrutiny during the period,
Downer deemed it important to strengthen our mechanisms to
measure, monitor and protect its corporate image. Downer engaged
an external corporate reputation research expert to conduct
a diagnostic review of Downer’s brand and reputation among
customers. This research, and subsequent strategic interpretation
and advice, will seek to protect Downer’s reputation and strengthen
its position in the marketplace.
Project management and bid governance
The nature of the industries in which Downer operates
and the size of some of Downer’s contracts mean there
is the possibility that material losses could be incurred if
project management and bid governance processes are
not followed correctly.
Project losses incurred in FY23, particularly in the Utilities
business, highlight the potential impact of poorly applied
project management and bid governance process.
§Downer has sought to implement robust project risk management
processes and systems across its business, as well as additional bid
governance relating to tenders for large projects.
§Downer’s integrated management system, known as The Downer
Standard, provides policy framework, governance and consistency in
our approach to risk and opportunity management.
§Downer’s Tenders and Contracts Committee and Tender Risk
Evaluation Committee provide bid governance oversight.
§Downer’s Delivery Management Methodology guides all stages of the
delivery lifecycle.

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23
Overview of risk and potential impactRisk mitigation and management strategies
Key suppliers, subcontractors and partners
Where Downer is reliant on one or a small set of
specialist suppliers or subcontractors to provide goods
and services, the performance of these suppliers or
subcontractors may impact Downer’s ability to achieve
budgeted project outcomes.
Where suppliers or subcontractors do not fulfil
contractual obligations or do not renew existing
contracts, the ability of Downer to complete projects and
win new work may be adversely affected.
There are particular suppliers with whom Downer
has a long-term relationship which support Downer’s
business activities. A change in relationship with these
suppliers and partners could negatively impact Downer’s
financial performance.
In addition, instances of conflicts of interest, fraud
or corruption may be present within the operations
of suppliers, subcontractors or partners which may
adversely impact Downer.
§Downer works closely with key suppliers to assess and manage
supply chain resilience.
§Downer’s standardised Procurement Framework is closely aligned
to the principles of ISO 20400 – Sustainable Procurement and
is supported by a range of tools and platforms. The framework is
designed to ensure we are engaging with the right suppliers and
subcontractors to achieve our business, ethical, environmental, safety
and social objectives.
§In FY23, Downer commissioned a review, with the assistance
of advice from external independent procurement and probity
experts, into the relevant control environment with an emphasis
on corruption and fraud prevention. The first phase of the review
is already complete and, while it identifies several areas for
improvement, the independent advice that Downer has received
to date is that the relevant procurement control environment is
generally comprehensive and supported by well-considered policies
and procedures promoting business integrity and supported by
training. Downer is currently considering the areas for continuous
improvement which have been identified, and their implementation.
Macroeconomic conditions including level of government spending
Downer is susceptible to major changes in
macroeconomic conditions through sudden and/or
prolonged deterioration in the economy, which may
impact the industries on which Downer is dependent and
could have a material negative impact on operational and
financial performance.
Public authorities and Government departments
in Australia and New Zealand are major customers
of Downer. Changes in prioritisation of government
spending, or restrictions on the level of spending
undertaken by governments, could impact the level of
earnings generated by Downer. For example, in relation
to the most recent Defence Strategic Review, it is
anticipated that Government spending will be focused
on expansion of capability and a reduction in spend
on sustainment.
§Downer has a large and diversified book of secured work with long-
term contracts. The long-term nature of these contracts underpins
earnings from these projects.
§Downer delivers essential maintenance services to critical
infrastructure assets. The essential nature of these services helps
mitigate both the impact of changing government spending priorities
and the duration of any decline in spending.
§Downer’s operations are diversified across end-markets and
government department customers. This diversification assists in
mitigating the impact of a reduction in budget or spend from changes
in spending profile from individual customers.
Cost escalation
Downer is exposed to cost escalation and inflationary
pressures which may be above budgeted levels across
all elements of our cost base. If Downer is not able
to offset these cost pressures through contractual
inflation recovery mechanisms or planned cost out,
this could adversely impact Downer’s profitability and
financial performance.
§Escalation clauses in customer contracts provide a degree of
protection against increasing costs of service delivery through
indexation for example, CPI and WPI) or other cost escalation
mechanisms. Pain/gain share clauses are another form of contractual
term, which Downer includes where possible in customer contracts to
offset the risk of cost escalation above what has been budgeted.
§Commercial management reviews our contracts for appropriateness
given prevailing market conditions, including inflation pressures,
supply shortages and other potentially disruptive events which may
increase cost to serve.
§Downer employs disciplined cost management of both project and
overhead costs.

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24 Annual Report 2023 | Downer EDI Limited
Overview of risk and potential impactRisk mitigation and management strategies
Talent, labour availability/productivity and employee relations
Attracting and retaining talent and engaging our
workforce underpins successful delivery of Downer’s
strategic objectives.
Downer’s growth and profitability may be limited by
the loss of key management, the inability to attract
new suitably qualified personnel, a decline in labour
productivity or by increases in remuneration costs
associated with attracting and retaining personnel.
Downer is dependent on the availability of suitably skilled
personnel to provide its services and, therefore, access to
labour can sometimes represent a risk in some parts of
the business.
§Downer is committed to fostering a workplace environment that
prioritises inclusion and belonging, supports the health and wellbeing
of our people, and provides opportunities for their professional
growth and development.
§Initiatives that Downer has in place to foster a positive workplace
include our Own Different (Inclusion & Belonging), Own Respect
(Standard of Business Conduct and Workplace Behaviours),
THRIVE (Diversity and equity) and Indigenous inclusion and
awareness programs.
§Downer has in place talent attraction and retention strategies
which include career progression pathways, remuneration and
other incentives, and through investment in learning and internal
development opportunities.
§Further details relating to Downer’s management of Talent, labour
availability and employee relation risks, and its performance are
outlined in Downer’s 2023 Sustainability Report.
Environment, climate and weather
Downer is committed to developing solutions to reduce
its energy consumption and greenhouse gas emissions
and is supporting the transition to a low carbon economy.
There is a risk that these strategies cause increases to
Downer’s cost structure or that Downer will be unable
to satisfy future regulatory requirements relating to
these matters.
There is a risk that Downer’s business operations may
incur liability under applicable environmental laws and
regulations that could result in fines, penalties and/or
compensation to those affected being payable. There is
also a risk that any such event may have adverse impacts
on project completions and result in reputational damage
to Downer.
Periods of extreme weather have the potential to
adversely impact Downer’s performance through
interruption to operations, disruption to the workforce
with associated declines in productivity, increase in costs
to serve and lower fixed cost recovery.
§Downer has undertaken climate scenario analysis in accordance with
the TCFD incorporating transition and physical risks to inform and
stress test the resilience of Downer’s strategy.
§To mitigate the potential impact of identified transition risks, Downer
has set a science based aligned GHG emissions reduction target
across Scopes 1, 2 and 3, with the aim of Net Zero by 2050. This
target is supported by a detailed decarbonisation plan across
Downer’s key emissions sources.
§Downer’s risk mitigation and management strategies relating to
physical risk include:
–Integrating physical risk factors into business decisions.
–Ensuring appropriate commercial terms and pricing mechanisms,
taking into consideration insurance policy limitations. This
includes, where possible, implementing pain/gain share
arrangements in contracts to help mitigate Downer’s cost to serve
and fixed cost recovery in the event of extreme weather adversely
impacting operations.
–Adhering to environmental and land use planning approvals to
mitigate location specific risks and hazards (for example, bushfire
buffer zones).
–Monitoring weather forecasts and conditions for potential extreme
weather events and, where necessary, implementing appropriate
resilience measures to limit risks to employees’ health and safety,
delivery disruption and asset or site damage.
–Implementing Zero Harm policies, standards and procedures
including the modification or suspension of work regimes where
there is risk of harm from extreme weather events or natural
disaster.
§Further details relating to Downer’s assessment of environment,
climate and weather risks are outlined in Downer’s 2022 Climate
Change Report and 2023 Sustainability Report.

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25
Overview of risk and potential impactRisk mitigation and management strategies
Workplace health and safety
Downer recognises that its activities can result in harm
to its people with the risk of serious injury or death. A
workplace fatality has significant negative impacts on
Downer’s operations, employees and the communities
in which we operate. In addition, in the event Downer is
found to have failed to comply with applicable health or
safety legislative requirements, fines, penalties and/or
compensation to those affected may be payable.
§Downer’s commitment to the safety, health and wellbeing of our
people and our communities is expressed in strong leadership,
engagement with our workforce and stakeholders, and a continual
focus on identifying and managing risks.
§Downer maintains a rigorous focus on Zero Harm to its people,
communities and environment. We focus on understanding,
controlling and verifying to effectively manage risks that have the
potential to cause serious harm to our people, the environment
or the communities in which we operate. We are committed to
rethinking and improving our processes, continuously improving our
management systems, applying lessons learnt, and adopting and
adapting practices that aim to achieve zero work-related injuries and
unintentional harm to the environment.
§To drive consistency and efficiency, Downer has integrated our ISO
45001 certified health and safety management system into The
Downer Standard, which also meets Office of the Federal Safety
Commissioner requirements, and maintenance audits.
§Downer maintains a rigorous focus on Zero Harm to its people,
communities and environment. As part of this focus, Downer seeks to
assess, understand and mitigate the critical risks facing Downer and
implementing ‘Cardinal Rules’ which provide direction and guidance
on these critical risks and high potential incidents.
§Downer promotes consistency of approach to Zero Harm across
its lines of business through our integrated management system,
‘The Downer Standard’.
§Downer upholds third-party certifications to internationally
recognised standards such as ISO 45001 (Safety), as well
as other accreditations including the Office of the Federal
Safety Commissioner.
§Further details relating to Downer’s management of Health and
Safety risks, and its performance are outlined in Downer’s 2023
Sustainability Report.
Cyber security and reliance on information technology
Downer relies on IT infrastructure and systems, and
the efficient and uninterrupted operation of core
technologies. Downer’s core technologies and other
systems and operations could be exposed to damage
or interruption from system failures, computer viruses,
cyberattacks, power or telecommunication provider’s
failure, or human error.
Any interruptions to these operations would impact
Downer’s ability to operate and could result in business
interruption, loss of customers and revenue, reputational
damage and weakening of competitive position.
In the event of a cyberattack, there is a risk that any
data security breaches or Downer’s inadvertent failure to
protect confidential information could result in a loss of
information integrity, breaches of Downer’s obligations
under applicable laws or customer arrangements, system
outages and the hacking of Downer systems. Each of
these has the potential to have a materially adverse
impact on Downer’s reputation and financial performance.
§Downer has established Technology and Cyber Risk management
practices and has a framework in place to mitigate and reduce the
negative impact of information security and technology risks.
§Downer maintains an ISO 27001:2013 certified Information Security
Management System describing the standards, controls and
procedures in place to ensure the confidentiality, integrity and
availability of critical information assets.
§Key controls include: Threat and vulnerability management
identification and remediation; Security Operations Centre with a
focus on security incident response and planning; User awareness
and simulation; management and mitigation of third-party risk
brought on by vendors and business partners; continuous
improvement and ongoing control maturity and uplift with priority
on Essential 8 controls; back-ups and resilience for key systems; and
internal and external audit and assurance regimes.
§Further details relating to Downer’s management of Cyber
security risks, and its performance are outlined in Downer’s 2023
Sustainability Report.

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26 Annual Report 2023 | Downer EDI Limited
Overview of risk and potential impactRisk mitigation and management strategies
Guarantees, indemnity and liability
Downer and certain of its controlled entities are called
upon to give guarantees and indemnities in respect of
the performance by counterparties, including controlled
entities and related parties, of their contractual and
financial obligations.
There is a risk that Downer may fail to fulfil its statutory
and contractual obligations in relation to the quality of its
products or services, which could give rise to contractual
damages claims or statutory penalties.
Some entities in the Downer Group are subject to
normal design liability in relation to completed design
and construction projects. The liability may include
claims, disputes and/or litigation against Downer Group
companies and/or joint venture arrangements in which
the Downer Group has an interest. The liabilities may also
include an obligation on Downer to rectify the design
defects at its own cost.
§Downer has in place diversified bonding facilities for when
guarantees are required to be provided in respect of performance to
address underlying customer credit risk.
§The Group has in place insurance policies to cover potential liabilities.
However, the availability of insurance at an appropriate term and
price is not guaranteed and it is possible that the occurrence of an
event may not be fully covered, or covered at all, by insurance.
§Downer takes legal advice in respect of claims and where relevant
makes provisions for such claims in its financial statements.
§Processes are in place to ensure Downer is fulfilling its statutory
and contractual obligations. The Group has in place standards,
management reviews and verification processes to address this risk.
Regulation and compliance
Downer’s business is affected by a range of industry
specific and general legal and regulatory controls.
Changes in these types of controls can have an adverse
effect on Downer’s financial performance. Further,
any major shift in regulatory policy may impact on the
profitability of Downer and its customers.
§Downer has compliance frameworks, operational compliance plans
and assurance programs in place which support and monitor
conformity with relevant regulatory requirements.
§Dedicated Legal and Compliance teams partner with the business to
advise on and monitor legal, regulatory and public policy changes, in
addition to legal issues and claims.
§Standards of Business Conduct and associated policies.
§Downer also has a formal ‘whistleblower’ policy in place to report
breaches of the Standards of Business Conduct including any
inappropriate, unethical, corrupt or illegal behaviour, misconduct, or
any other improper state of affairs or circumstances. Downer has
both internal and external processes that allow for the reporting of
breaches, including ‘Our Voice’, which is an external and independent
service that allows employees to anonymously report such potential
breaches. Downer encourages its employees, subcontractors and
partners to voice their concerns if they identify potentially unethical
practices. Downer will not tolerate victimisation of a whistleblower
and is committed to providing support and protection against any
reprisal for reporting a breach or potential breach. Any employee
found to have victimised another will be subject to disciplinary action.
§New starter and regular employee compliance training programs.

Directors’ Report
27
Overview of risk and potential impactRisk mitigation and management strategies
Financial markets and treasury
Downer is subject to various forms of financial market
risk including liquidity risk, interest rate risk and foreign
exchange risk.
To the extent that additional equity or debt funding is not
available from time to time on acceptable terms, Downer
may not be able to operate its business in the ordinary
course, take advantage of acquisition and other growth
opportunities, develop new business or respond to
competitive pressures.
Rising interest rates may adversely impact Downer’s
interest payments on its floating rate borrowings.
Disruptions in financial markets may affect the availability
and cost of hedging, which may have a material adverse
impact on the financial performance and position
of Downer.
Downer operates internationally and faces foreign
exchange rate risks associated with foreign currency
denominated debt, input costs and offshore earnings.
§Financial markets risk is governed by a Board-approved Treasury
Policy, which sets strict parameters governing all such risks including
liquidity risk, interest rate risk and foreign exchange risk.
§Funding risk is managed by maintaining and ensuring continued
access to a diverse array of funding sources including the domestic
and international debt capital and bank loan markets.
§Funding risk is further mitigated by establishing committed term
funding from investment grade rated banks that is spread over a
variety of tenors to minimise refinancing risk.
§The Treasury Policy stipulates minimum and maximum hedging
requirements for floating rate borrowings that reduce the Group’s
exposure to interest rate volatility. Interest rate hedge counterparties
are selected based on their credit strength and markets capability to
ensure continued availability of efficient hedging sources.
§The Treasury Policy stipulates minimum and maximum hedging
requirements for foreign exchange exposures that reduce the Group’s
exposure to foreign exchange rate risks.
Transformation
Downer is currently undergoing an enterprise-wide
transformation program, driven by three areas of focus, to
position the company for long-term sustainable success.
These areas of focus are to:
§Reset Downer’s operating model by integrating our
Australian and New Zealand operations
§Simplify Downer’s portfolio to create a business with a
narrower focus on core markets
§Improve margins and enhance our focus on
risk management.
Failure to successfully manage, execute and deliver on
the initiatives identified as a part of this transformation
program could adversely impact Downer’s business
operations, strategic objectives, profitability, returns to
shareholders, credit rating and market confidence.
§Downer worked with external business transformation experts to help
design, implement and embed the transformation model.
§Downer has established a Transformation Office, to orchestrate,
coordinate and support delivery of the transformation ambition
and targets, as outlined, and ensure these capabilities are built and
embedded within Downer.
§Ownership and accountability for the execution of transformation
initiatives sits with the relevant individual functions and
business units. Each function and business unit has allocated
dedicated Transformation Leads to oversee the delivery of
improvement initiatives.
§Downer is enabling effective change delivery by building
transformation capabilities across the business, fostering Group-wide
learning and shared accountability.
§Further details relating to Downer’s Transformation are outlined in
Downer’s 2023 Sustainability Report.

Directors’ Report
28 Annual Report 2023 | Downer EDI Limited
Outlook
FY24 is an important transition year in our turn-around
program as we address areas of underperformance, stabilise
and reposition the business for future profitable growth. The
external market conditions remain challenging for Downer
in areas including ongoing cost escalation, labour availability
and productivity issues, however we are observing signs of
stabilisation.
In relation to our FY24 performance we note the following:
§We start the year with a high percentage of secure revenue
and are targeting continued improvement in EBITA margin
for FY24
§Downer’s 1H24 will be affected by the run-off of existing low
margin contracts and the timing of our Utilities recovery,
with stronger earnings targeted in the 2H24
§Confidence in achieving $100 million of cost out, with full run
rate into FY25.
We will give a further update at the AGM in November 2023.
Subsequent events
As communicated at Downer’s Investor Day in April, a review
of Downer’s Australian Mechanical and Electrical Commercial
Projects business (Business) and other businesses that do not
match Downer’s preferred sector and customer characteristics
has been completed. Downer announced on 10 August 2023
it has entered into an agreement to sell the remaining part of
the Business.
The Business (which was part of the Facilities CGU) has
been wound down progressively since Downer announced
its exit from the Australian commercial construction and
projects market in 2020. The Business generated revenue
of approximately $200 million and a small EBIT loss in FY23.
The transaction, purchased by existing managers of the
business, is at an agreed purchase price of $10.5 million and
approximately cash neutral after net debt and working capital
adjustments, and will result in a pre-tax loss of approximately
$14 million in FY24. This transaction now completes
Downer’s exit from the Australian commercial Projects
(construction) market.
Outside the above, at the date of this report, there is no other
matter or circumstance that has arisen since the end of the
financial year, that has significantly affected, or may significantly
affect, the operations of the Group, the results of those
operations, or the state of affairs of the Group in subsequent
financial years.
Changes in state of affairs
During the financial year there was no significant change in the
state of affairs of the Group other than that referred to in the
financial statements or notes thereto.
Environmental management
Environmental management is an important component of
Downer’s Zero Harm philosophy. Downer’s environmental
commitments are outlined in its Environmental
Sustainability Policy which can be found on the Downer
website at www.downergroup.com/board-policies.
Effectively managing its environmental aspects and impacts is
fundamental to Downer’s approach to delivering its services in
an environmentally responsible manner. Downer puts significant
emphasis on its critical risk program ensuring effective controls
are implemented and continuous improvement through lessons
learned. Downer’s 10 Environmental Principles are critical
to ensuring its employees and broader stakeholder groups
are engaged and aware of its environmental commitments,
including meeting and exceeding its environmental obligations.
Downer’s environmental management system is accredited
to AS/NZ ISO14001:2015 and is integrated into its Group-wide
management system, known as The Downer Standard. The
Downer Standard ensures a consistent approach to identifying
and controlling environmental aspects and impacts, and
managing the Company’s environmental performance across
the organisation. The environment management system
is audited, both internally and externally by independent
third parties.
Downer’s ability to manage the impacts of its activities
on the natural and built environment is fundamental to its
long-term success.
Downer is conscious of its social licence to operate – and
responds to this by improving the sustainability of its operations,
aiming to achieve Zero Harm to its people, minimising harm
to the environment, and always striving to enhance Downer’s
reputation, business value and ultimately shareholder wealth.
Suitably qualified environment and sustainability professionals
support each of the Business Units. Each Business Unit has
Sustainability Improvement Plans aligned to specific United
Nations Sustainable Development Goals with year-on-year
actions and deliverables. In addition, each Business Unit has a
customised Climate Change and Decarbonisation Plan. These
plans detail the actions and deliverables required to contribute
towards Downer’s net zero commitments. Progress is monitored
and reported throughout the year and assessed as part of the
Business Units annual performance, which is linked to the short-
term incentive program.
Employee Discount Share Plan (ESP)
An ESP was instituted in June 2005. In accordance with the
provisions of the plan, as approved by shareholders at the 1998
Annual General Meeting, permanent full-time and part-time
employees of Downer EDI Limited and its subsidiary companies
who have completed six months service may be invited
to participate.
No shares were issued under the ESP during the years ended
30 June 2023 or 30 June 2022.
There are no performance rights or performance options, in
relation to unissued shares, that are outstanding.

Directors’ Report
29
Directors’ meetings
The following table sets out the number of Directors’ meetings (including meetings of Board Committees) held during the 2023
financial year and the number of meetings attended by each Director (while they were a Director or Board Committee member).
During the year, nine scheduled Board meetings, 18 unscheduled Board meetings, seven Audit and Risk Committee meetings,
seven People and Culture Committee meetings, four Zero Harm Committee meetings and two Nominations and Corporate
Governance Committee meetings were held in addition to 17 ad hoc meetings attended by various Directors in relation to tender
reviews and major projects.
Director
Board – ScheduledBoard – Unscheduled
Audit and Risk
Committee
Held
1
AttendedHeld
1
AttendedHeld
1
Attended
M J Menhinnitt991818––
P J Tompkins
2
551110––
M P Chellew
3
551211––
G A Fenn
4
55127––
M J Binns
5
4476––
T G Handicott99181677
N M Hollows99181877
A M Howse99181877
P L Watson99181877
Director
People and Culture
CommitteeZero Harm Committee
Nominations and Corporate
Governance Committee
Held
1
AttendedHeld
1
AttendedHeld
1
Attended
M J Menhinnitt76
6
1122
P J Tompkins
2
––11––
M P Chellew
3
33––––
G A Fenn
4
––33––
M J Binns
5
––33––
T G Handicott77––22
N M Hollows77––22
A M Howse
7
77––––
P L Watson––44––
1. These columns indicate the number of meetings held during the period each person listed was a Director or member of the relevant Board Committee.
2. Mr Tompkins joined the Board on 1 February 2023.
3. Mr Chellew retired on 3 March 2023.
4. Mr Fenn retired on 27 February 2023. Mr Fenn did not attend unscheduled Board meetings relating to CEO succession matters.
5. Mr Binns retired on 31 January 2023.
6. Mr Menhinnitt was an apology for one unscheduled People and Culture Committee meeting.
7. Ms Howse joined the Nominations and Corporate Governance Committee on 19 April 2023.
Indemnification of officers and auditors
During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company
Secretary, all officers of the Company and of any related body corporate against a liability incurred as a Director, secretary or
executive officer to the extent permitted by the Corporations Act 2001 (Cth).
The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Downer’s Constitution includes indemnities, to the extent permitted by law, for each Director and Company Secretary of Downer
and its subsidiaries against liability incurred in the performance of their roles as officers. The Directors and the Company
Secretaries listed on pages 8 to 11, individuals who act as a Director or Company Secretary of Downer’s subsidiaries and certain
individuals who formerly held any of these roles also have the benefit of the indemnity in the Constitution.
The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the
Company or of any related body corporate against a liability incurred as such an officer or auditor.

Directors’ Report
30 Annual Report 2023 | Downer EDI Limited
Corporate Governance
In recognising the need for the highest standards of corporate
behaviour and accountability, the Board endorses the ASX
Corporate Governance Council’s Corporate Governance
Principles and Recommendations (ASX Principles). The Group’s
corporate governance statement is set out at pages 136 to 145
of this Annual Report.
Non-audit services
Downer is committed to audit independence. The Audit and
Risk Committee reviews the independence of the external
auditors on an annual basis. This process includes confirmation
from the auditors that, in their professional judgement, they are
independent of the Group. To ensure that there is no potential
conflict of interest in work undertaken by Downer’s external
auditors, KPMG, they may only provide services that are
consistent with the role of the Company’s auditor.
The Board has considered the position and, in accordance with
the advice from the Audit and Risk Committee, is satisfied that
the provision of non-audit services during the year is compatible
with the general standard of independence for auditors imposed
by the Corporations Act 2001 (Cth).
The Directors are of the opinion that the services as disclosed
below do not compromise the external auditor’s independence,
based on advice received from the Audit and Risk Committee,
for the following reasons:
§All non-audit services have been reviewed and approved to
ensure that they do not impact the integrity and objectivity of
the auditor
§None of the services undermine the general principles
relating to auditor independence as set out in the Institute
of Chartered Accountants in Australia and CPA Australia’s
Code of Conduct APES 110 Code of Ethics for Professional
Accountants issued by the Accounting Professional and
Ethical Standards Board, including reviewing or auditing
the auditor’s own work, acting in a management or decision-
making capacity for the Company, acting as advocate for the
Company or jointly sharing economic risks and rewards.
A copy of the auditor’s independence declaration is set out on
page 60 of this Annual Report.
During the year, details of the fees paid or payable for non-audit
services provided by the auditor of the parent entity, its related
practices and related audit firms were as follows:
Non-audit services
2023
$
2022
$
Tax services24,150248,596
Advisory services16,69496,679
40,844345,275
Rounding of amounts
The Company is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ reports) Instrument 2016/191,
relating to the ‘rounding off’ of amounts in the Directors’ Report
and consolidated financial statements. Unless otherwise stated,
amounts have been rounded off to the nearest whole number
of millions of dollars and one place of decimals representing
hundreds of thousands of dollars.

Directors’ Report
31
Dear Shareholders,
Downer’s 2023 Remuneration Report provides information
about the remuneration of its most senior executives
and explains how performance has been linked to reward
outcomes at Downer for the 2023 financial year.
At the last Annual General Meeting on 3 November 2022,
55.8% of all votes cast by shareholders were against the
2022 Remuneration Report, resulting in a first strike against
the report. As such, we have taken steps to review the
effectiveness of the remuneration framework and we outline
the Board’s response to the strike in section 1.1 of this report.
A year of disappointing Company performance and
shareholder returns is reflected in no STI award being made
for FY23 and the EPS, relative TSR and Earnings measures
being missed in the FY21 LTI plan tested in August 2023,
resulting in 83.3% of performance rights being forfeited.
The Board determined during the year that given the
criticality of staff retention, engagement and development
to the success of the organisation, it was important to
broaden the remit of the Remuneration Committee to also
oversee people and culture. Adelle Howse was appointed as
Chair of the newly formed People & Culture Committee in
January 2023.
Overview of the year
The 2023 financial year was challenging for Downer, with
significant parts of our business impacted by underperformance
of certain contracts in the Australian and New Zealand Utilities
businesses, weather, supply chain disruptions and the labour
productivity hangover from COVID-19. Downer’s Board of
Directors and Executive Leadership Team are responding to the
current challenges with energy and are committed to improving
the company’s resilience against external factors.
Against this challenging backdrop, our Executives and broader
team have continued to execute our strategy and simplify our
portfolio. Our key financial and non-financial highlights for
FY23 were:
§Commenced Downer’s transformation program, which is a
significant Group-wide change designed to position Downer
for long-term sustainable success. Key focus areas of the
transformation are to: reset Downer’s operating model by
integrating our Australian and New Zealand businesses;
simplify Downer’s portfolio to narrow our focus on core
markets; and improve margins and enhance our focus on risk
management. We have already made considerable progress,
with the new trans-Tasman operating model coming into
effect on 1 July 2023
§Achieved contractual close on the multi-billion dollar
Queensland Train Manufacturing Program (QTMP).
Under the contract, Downer will design, manufacture and
commission 65 passenger trains and simulators with our key
subcontractor, Hyundai Rotem. We will design, construct
and commission a train manufacturing facility on the Fraser
Coast and a maintenance facility on the Gold Coast. We will
also deliver through-life-support and maintenance of the new
fleet for an initial term of 15 years up to a potential term of
35 years. This is a significant contract for Downer, which will
cement our position as the largest passenger rollingstock
maintainer in Australia for the next 30 years
§Continued to simplify our portfolio with the sale of the
Australian Transport Projects business to Gamuda Berhad on
20 June 2023. The sale price represents an enterprise value
of $212 million, and is an important milestone in our portfolio
simplification strategy. Downer’s focus in the transport sector
will now be to concentrate on enhancing its market leading
positions in rollingstock, road maintenance and New Zealand
infrastructure delivery.
Remuneration Report
Chairman’s Letter

Directors’ Report
32 Annual Report 2023 | Downer EDI Limited
Executive KMP changes
After an extensive succession process, Peter Tompkins was
appointed as Executive Director effective 1 February and
Chief Executive Officer (CEO) and Managing Director (MD)
effective 27 February 2023, following the retirement of Grant
Fenn, who held the position of CEO since 2010. Mr Tompkins
joined Downer in 2008, having served as Downer’s Chief
Operating Officer (COO) since 2021.
On 1 December 2022, the Board announced Mr Tompkins’
service agreement with the following key terms:
§Ongoing agreement with no fixed term
§Fixed remuneration of $1.55 million
§Maximum annual STI opportunity of 100% of
fixed remuneration
§Maximum annual LTI opportunity of 130% of fixed
remuneration, with his first LTI grant being put to
shareholders at the 2023 AGM.
Remuneration was benchmarked against ASX 51-150
companies with comparable scale and complexity.
Mr Tompkins was benchmarked at the 60th percentile.
Malcolm Ashcroft commenced with Downer on 1 June 2023
as Chief Financial Officer Elect and effective 1 July 2023
was appointed as Chief Financial Officer (CFO), following
the resignation of Michael Ferguson. Mr Ashcroft is an
accomplished leader with significant financial and senior
executive experience in publicly listed entities covering
the infrastructure services, construction, health, and
education sectors.
Summary of FY23 remuneration outcomes
Short-term incentive (STI) outcomes
Downer’s STI plan requires that a minimum level of earnings
performance is required in order for Executives to receive an
award assessed against the balanced scorecard.
In FY23, this minimum performance level was not met and
accordingly there were no STI awards for KMP.
Under the terms of the plan, each year the Board considers
whether deferred awards made in prior periods should be paid.
Prior to the Board considering the Deferred STI, the current
CEO requested that the Board not consider his entitlement
to payment of deferred components under the FY22 plan and
has voluntarily forgone these components as demonstration
of alignment between shareholders and management on
performance outcomes.
In assessing deferred awards from FY21 and FY22 that were
eligible to vest this year, the Board considered:
§The performance of the Company across FY21, FY22
and FY23
§The events that have come to light subsequent to the
exercise of its discretion for the FY22 STI award
§That part of the FY21 and FY22 STI awards have already
been paid to the former CEO and former CFO.
The Board has determined that for the former CEO and
former CFO:
§The second tranche of the FY21 Deferred STI be reduced by
12% being the reduction under the plan based on the restated
FY21 accounts
§No payment of deferred components be made for the first
deferred component of the FY22 plan.
In accordance with the terms of the plan, the Board will consider
the second deferred component of the FY22 Deferred STI when
it becomes eligible for consideration.
Long-term incentive (LTI) outcomes
During the year testing of the 2020 LTI Plan was performed.
Downer’s performance against the relative Total Shareholder
Return (TSR), Earnings per Share (EPS), Earnings and Free
Cash Flow (FFO) did not meet the targets. Accordingly, no
vesting occurred.
The 2021 Plan has now been tested. The TSR, EPS and Earnings
measures were not met however the FFO performance was
strong at 118.2% of target, meaning 16.7% of rights granted under
the plan are eligible for vesting subject to satisfaction of the
remaining additional service period and Board approval.
Further detail can be found at section 7.3.4.
Non-executive Director (NED) shareholding
requirement and remuneration
As detailed in section 11.2 the Board has introduced, from
1 July 2023, a minimum security holding policy for non-
executive directors of equal to or greater than 100 percent
of their annual base fee. This requirement is to be met within
four years of their appointment or the commencement of
the policy.
In 2021 Downer embarked on a Board renewal program. Under
the leadership of former Chairman Mark Chellew several new
Directors were appointed during 2022 and the program will
continue throughout 2023.
To ensure that Downer remains competitive to attract and
retain suitably qualified NEDs to oversee the Company’s
strategic objectives and transformation, and to support the
board renewal process, an external benchmarking review of
fees paid to NEDs was undertaken. As a result of the review,
increases to base fees and committee fees for the Chair and
NEDs applied from 1 July 2022 (refer to section 11.1 for detail).

Directors’ Report
33
Response to first strike against the 2022
Remuneration Report
Following the strike against our 2022 Remuneration Report,
the Board engaged extensively with major shareholders
and proxy advisors to understand key concerns with our
remuneration framework and its application.
The primary areas of concern identified by external
stakeholders included the following:
§The Board’s exercise of discretion to make FY22 STI awards
was misaligned with shareholder outcomes
§Inadequate disclosure of STI targets for individual KMP
§The former MD/CEO’s deferred STI award was made
in cash
§The former MD/CEO’s fixed remuneration was high.
With support from external advisors, the Board conducted
a robust review of Downer’s remuneration frameworks and
disclosures with a view to addressing the key concerns
holistically within the context of our broader strategy and
operating context. Section 1.1 details the primary concerns
raised by stakeholders and how we have responded to
them, including the exercise of discretion in relation to the
remuneration scheme for the Executive KMP, deferred
payments for FY21 and FY22 STI plans where relevant.
Looking ahead to FY24
Since the 2022 AGM, the Board has undertaken a
comprehensive review of the existing remuneration
framework to ensure that it:
§Considers feedback and expectations of key stakeholders
§Continues to align with our strategy, including our
multi-year Transformation program
§Remains aligned to the long-term interests of shareholders.
As a result of the review, the Board has introduced the
following remuneration changes for FY24:
§Introduction of an additional Portfolio & Performance
measure in the STI focused on net financial benefits
derived from measurable transformation initiatives, to
complement existing NPATA and FFO metrics.
§Increasing the weighting of the Employee Engagement
measure from 5% to 10% in the STI with the 5% Learning
and Development measure removed.
§The NPATA and FFO scorecard measure of the LTI
(Balanced Scorecard) to be enhanced with a requirement
to achieve a minimum EBITA Margin.
§A positive TSR gateway to apply to Relative TSR metric in
t h e LT I .
The Board remains committed to a remuneration framework
that supports Downer’s long-term strategic objectives,
effectively aligns pay with performance, reflects good
governance and risk management, and fairly rewards and
retains key executive talent to execute our transformation.
We highly value the feedback of our shareholders and other
key stakeholders, and we look forward to ongoing dialogue
with you. We thank you for your support and welcome your
feedback at the AGM.

M J Menhinnitt A M Howse
Chairman People and Culture
Committee Chairman

Directors’ Report
34 Annual Report 2023 | Downer EDI Limited
Remuneration Report – AUDITED
1. Year in Review
2. Details of Key Management Personnel
3. Remuneration Policy, Principles and Practices
4. Relationship between Remuneration Policy
and Company Performance
5. The Board’s Role in Remuneration
6. Description of Executive Remuneration
7. Details of Executive Remuneration
8. Executive Equity Ownership
9. Key Terms of Employment Contracts
10. Related Party Information
11. Description of Non-executive
Director Remuneration
The Remuneration Report provides information about
the remuneration arrangements for key management
personnel (KMP), which means Non-executive Directors
and the Group’s most senior executives, for the year to
30 June 2023. The term ‘executive’ in this Report means
KMPs who are not Non-executive Directors.
The Report covers the following matters:

Directors’ Report
35
1. Year in Review
1.1 Key issues raised regarding the 2022 Remuneration Report
The Board has considered feedback from shareholders. Set out below is a summary of the Board’s responses to the key issues
raised by some shareholders in relation to the 2022 Remuneration Report.
FeedbackResponse
Discretionary Short-
term incentive (STI)
plan awards
The Board’s exercise of
upwards discretion to
make FY22 STI awards
was misaligned with
shareholder outcomes.
Whilst stakeholders generally acknowledged that the 2022 financial year was challenging with severe
weather events, the coronavirus pandemic and ongoing supply chain disruption, the exercise of upwards
discretion to make STI awards was misaligned with shareholder outcomes.
Several stakeholders were supportive of making STI awards however considered that there was
inadequate disclosure of STI targets to provide better understanding of the level of discretion exercised
or preferred that they be targeted at retention with a focus on deferred equity-based reward.
No discretionary awards have been made in 2023, however the feedback of stakeholders will inform any
consideration of future decisions and disclosure of the exercise of discretion.
The Board has exercised discretion in relation to the remuneration scheme for the Executive KMP.
Further detail on deferred STI outcomes is at section 7.3.3.
Incentive plan
targets plan
There could be more
detail disclosed
in relation to the
STI targets for
individual KMP.
While acknowledging that disclosure in relation to the STI plan is comprehensive, it was noted by some
stakeholders that specific financial and commercial targets at Divisional and Corporate levels were not
disclosed due to commercial sensitivity.
Additional disclosure of Group level targets for FY23 has been included in this year’s report.
Form of deferred
STI awards
The former Managing
Director’s deferred STI
award was made in cash.
Under Downer’s Deferred STI plan, the Board determines whether deferred awards are paid in equity or
cash, in its sole and absolute discretion.
In making its determination on the form of payment the Board:
§Considered the level of the former Managing Director’s shareholding, which at the time was 5 times
the value of his minimum shareholding requirement of 12 months’ fixed remuneration
§Recognised that the former Managing Director was generally in possession of price sensitive
information and therefore generally unable to sell shares to cover tax liabilities
§Recognised that in the event the former Managing Director was able to sell an award made in shares,
there could be an unwarranted negative market perception should he do so.
Due to the value of the Managing Director’s shareholding in Downer significantly exceeding the
minimum shareholding requirement of 12 months’ fixed remuneration, the Board determined it was
appropriate to pay the award in cash.
While the Board determines whether deferred awards are paid in equity or cash, in its sole and absolute
discretion, the default position absent special circumstances will continue to be that deferred STI awards
for the Managing Director and Executive KMP will be delivered in equity.
Payment of deferred awards if achieved at the end of FY24 will be made in equity.
Long-term incentive
( LT I ) p l a n
The relative TSR
measure can be
achieved with a
negative TSR result.
For the 2024 LTI Plan onwards, a positive TSR requirement has been added to the relative TSR measure.
This means that irrespective of the relative TSR result, the tranche will only vest where Downer’s
TSR over the period is positive and the relative performance level is achieved. This aims to increase
alignment between long-term executive reward and the experience of our shareholders, whom we
acknowledge have seen an erosion in shareholder value in FY23.

Directors’ Report
36 Annual Report 2023 | Downer EDI Limited
FeedbackResponse
Managing Director’s
remuneration
The Managing
Director’s fixed
remuneration is high.
Grant Fenn was appointed as Managing Director in June 2010. The total remuneration package at
the time of appointment was 23% lower than the remuneration paid to his predecessor and remained
unchanged from 2012 up to his retirement as Managing Director in February 2023.
Peter Tompkins was appointed as Managing Director in February 2023.
Mr Tompkins fixed remuneration was benchmarked against ASX 51-150 companies with comparable
scale and complexity. Mr Tompkins was benchmarked at the 60th percentile.
The fixed remuneration for Mr Tompkins is 22.5% lower than the remuneration paid to Mr Fenn and
maximum total remuneration is 14.8% lower.
1.2 Summary of changes to remuneration policy
Downer has continued to refine its remuneration policy during the period. The Board considered Company strategy and reward
plans based on performance measurement, competitive position and stakeholder feedback. Changes to policy are noted in the
relevant sections of this Report and are summarised in the table below.
PolicyEnhancements for 2023
Short-term incentive
(STI) plan
Zero Harm measures
The environmental sustainability and critical risk measures for the Zero Harm element have been
further refined, building upon previous improvements to move with and support growth in organisational
maturity and ensure continual stretch and ongoing Zero Harm improvement, in addition to existing
requirements through:
§Introducing a requirement to undertake a minimum number of critical risk observations, improve three
critical controls and maintain an active audit and inspection program
§Including Scope 3 targets and initiatives into decarbonisation plans
§Achieving greenhouse gas emission intensity targets.
People measure
FY23 introduced a Learning and Development measure that required the achievement of minimum
completion rates of training in Downer’s project delivery and governance methodology. The measure
reflected the significant focus of the Company on delivery management and project governance as a driver
of improved project performance and contract margins. The Learning and Development measure has been
removed in FY24 and the Employee Engagement measure has been increased from 5% to 10%.
Further detail on the measures for the STI plan are set out at section 6.4.1.
PolicyEnhancements for 2024
Short-term incentive
(STI) plan
The overall structure of the STI plan will continue with some changes to relative weightings and the
introduction of an additional Financial measure.
§Allocation to Portfolio and Performance (financial) measures will be increased from 60% to 70% for the
FY24 year. This will allow the inclusion of an additional Portfolio and Performance measure focused on net
financial benefits derived from measurable transformation initiatives. This measure will form 20% of the
scorecard alongside the profitability measure (NPATA) of 25% and a Cash measure of 25%.
§The transformation incentive will be calculated as the financial benefit in FY24 less costs incurred. The
purpose of driving in year benefits is to incentivise savings to be taken as early as possible to maximise the
benefit in the year, and to support the cost out target. For the measure to be achieved, the expected FY25
impact will be considered to ensure transformation net benefits are sustainable beyond FY24.
§The Zero Harm measure will be reduced in weighting to 20% from 30% of the STI Scorecard and will cover
both safety and sustainability.
§The Learning and Development measure will be replaced with an increased focus on Employee
Engagement with the people measure of 10% based on the Employee Engagement survey to drive a focus
that seeks to achieve a high performance culture.
§Financial and Zero Harm gateways will remain unchanged.

Directors’ Report
37
PolicyEnhancements for 2024
Long-term incentive
(LTI) plan
The overall structure of the LTI plan will continue with some changes to the performance hurdles.
§The relative TSR measure will require the absolute TSR to be positive.
§The EPS growth baseline will be adjusted to take account of elements of underperformance in FY23.
§The balanced scorecard measure will be enhanced with the inclusion of a minimum EBITA margin
measure from FY25 onwards in order to be eligible for any vesting under the Scorecard condition.
2. Details of Key Management Personnel
The following persons acted as Directors of the Company during or since the end of the most recent financial year:
DirectorRole
M J MenhinnittChairman, Independent Non-executive Director (commenced as Acting Chairman 3 March 2023,
Chairman from 9 March 2023)
M P ChellewChairman, Independent Non-executive Director (retired 3 March 2023)
P J TompkinsManaging Director and Chief Executive Officer (commenced role on 27 February 2023)
G A FennManaging Director and Chief Executive Officer (retired 27 February 2023)
M J BinnsIndependent Non-executive Director (retired 31 January 2023)
T G HandicottIndependent Non-executive Director
N M HollowsIndependent Non-executive Director
A M HowseIndependent Non-executive Director
P L WatsonIndependent Non-executive Director (retiring 30 September 2023)
Executive KMP
The named persons held their current executive position for the whole of the most recent financial year, except as noted.
ExecutiveRole
P J TompkinsChief Operating Officer to 26 February 2023, Managing Director and Chief Executive Officer
(from 27 February 2023)
M R AshcroftChief Financial Officer Elect (commenced 1 June 2023)
M J FergusonChief Financial Officer (ceased 30 June 2023)

Directors’ Report
38 Annual Report 2023 | Downer EDI Limited
3. Remuneration Policy, Principles and Practices
3.1 Executive remuneration policy
Downer’s executive remuneration policy and practices are summarised in the table below.
PolicyPractices aligned with policy
Retain experienced, proven
performers, and those
considered to have high
potential for succession
§Provide remuneration that is internally fair
§Ensure remuneration is competitive with the external market
§Defer a substantial part of pay contingent on continuing service and sustained performance.
Focus performance §Provide a substantial component of pay contingent on performance against targets
§Focus attention on the most important drivers of value by linking pay to their achievement
§Require profitability to reach a challenging level before any bonus payments can be made
§Provide a LTI plan component that rewards consistent Scorecard performance over multiple years
and over which executives have a clear line of sight.
Provide a Zero
Harm environment
§Incorporate measures that embody Zero Harm for Downer’s employees, contractors, communities
and the environment as a significant component of reward.
Manage risk §Encourage sustainability by balancing incentives for achieving both short-term and longer-term
results, and deferring equity-based reward vesting after performance has been initially tested
§Set stretch targets that finely balance returns with reasonable but not excessive risk taking and
cap maximum incentive payments
§Do not provide excessive ‘cliff’ reward vesting that may encourage excessive risk taking as a
performance threshold is approached
§Diversify risk and limit the prospects of unintended consequences from focusing on just one
measure in both short-term and long-term incentive plans
§Stagger vesting of deferred short-term incentive payments to encourage retention and allow
forfeiture of rewards that are the result of misconduct or material adjustments
§Retain full Board discretion to vary incentive payments, including in the event of excessive
risk taking
§Restrict trading of vested equity rewards to ensure compliance with the Company’s Securities
Trading Policy.
Align executive interests
with those of shareholders
§Provide that a significant proportion of pay is delivered as equity so part of executive reward is
linked to shareholder value performance
§Provide a long-term incentive that is based on consistent Scorecard performance against
challenging targets set each year that reflect sector volatility and prevailing economic conditions
as well as relative TSR and earnings per share measures directly related to shareholder value
§Maintain a guideline minimum shareholding requirement for the Managing Director equal to
12 months fixed remuneration
§Exclude the short-term impact of unbudgeted and opportunistic acquisitions and divestments
from performance assessment to encourage agility and responsiveness
§Encourage holding of shares after vesting via a trading restriction for all executives and payment
of LTI components in shares
§Prohibit hedging of unvested equity and equity subject to a trading lock to ensure alignment with
shareholder outcomes.
Attract experienced,
proven performers
§Provide a total remuneration opportunity sufficient to attract proven and experienced executives
from secure positions in other companies and retain existing executives.

Directors’ Report
39
4. Relationship between Remuneration Policy
and Company Performance
4.1 Company strategy and remuneration
Downer’s business strategy includes:
§Maintaining focus on Zero Harm by continually improving
health, safety and environmental performance to achieve
Downer’s goal of zero work-related injuries and significant
environmental incidents
§Driving growth in core markets through focusing on serving
existing customers better across multiple products and
service offerings, growing capabilities and investing in
innovation, research and development and community and
Indigenous partnerships
§Managing risk within an approved ‘risk appetite’ framework
and enhancing the Company’s capability to withstand threats,
take advantage of opportunities and reduce cyclical volatility
§Obtaining better utilisation of assets and improved margins
through simplifying and driving efficiency
§Identifying opportunities to manage the Downer portfolio
through partnering, acquisition and divestment that deliver
long-term shareholder value
§Maintaining flexibility to be able to adapt to the changing
economic and competitive environment to ensure Downer
delivers shareholder value.
The Company’s remuneration policy complements this
strategy by:
§Emphasis on Zero Harm measures across safety
performance, critical risk and environmental and social
sustainability and setting safety and environmental gateways
in the STI to maintain the Company’s position as a Zero Harm
leader, and employer and service provider of choice, thereby
delivering a competitive advantage
§Incorporating Company-wide performance requirements for
both STI and LTI reward vesting for earnings (NPATA), Free
Cash Flow (FFO) and People measures to encourage cross-
divisional collaboration
§Incorporating performance metrics that focus on cash flow to
reduce working capital and debt exposure
§Incorporating performance metrics that focus on reducing
overhead costs and drive efficiencies in the business model
§Setting NPATA, EBITA and FFO STI performance and
gateway requirements based on effective application of funds
employed to run the business for better capital efficiency
§Employing FFO as the cash measure for the STI to provide
more emphasis on control of capital expenditure
§Excluding the short-term impacts of opportunistic and
unbudgeted acquisitions and divestments on incentive
outcomes to encourage flexibility, responsiveness and growth
consistent with strategy
§Deferring 50% of STI awards to encourage sustainable
performance and a longer-term focus
§Incorporating consistent financial performance in the LTIP
Scorecard measure
§Encouraging engagement with, and the development and
retention of, its people to help maintain a sustainable supply
of talent.
4.2 Remuneration linked to performance
The link to performance is provided by:
§Requiring a significant portion of executive remuneration to
vary with short-term and long-term performance
§Applying a profitability gateway to be achieved before an
STI reward for executives is made
§Applying further Zero Harm gateways to be
achieved before calculating any reward for safety or
environmental performance
§Applying challenging financial and non-financial measures to
assess performance
§Ensuring that these measures focus management on
strategic business objectives that create shareholder value
§Delivering a significant proportion of payment in equity for
alignment with shareholder interests.
Downer measures performance on the following key
corporate measures:
§Earnings per share (EPS) growth
§Total shareholder return (TSR) relative to other ASX 100
companies (excluding ASX ‘Financials’ sector companies)
with a minimum requirement of positive TSR
§G r o u p N PATA
§Divisional EBITA
§EBITA margin
§Transformation net cost benefits
§FFO
§Engagement with Downer’s people
§Zero Harm measures of safety and
environmental sustainability.
Remuneration for all executives varies with performance on
these key measures.

Directors’ Report
40 Annual Report 2023 | Downer EDI Limited
The following graph shows the Company’s performance compared to the median performance of the ASX 100 over the three-year
period to 30 June 2023. Relative TSR is a measure in Downer’s LTI plan. Performance is reflected in TSR outcomes of the 2020 and
2021 LTI plans, where this measure was not achieved. Further detail is at section 7.3.4.
Downer EDI TSR compared to S&P/ASX 100 median*
Jun
2020
Dec
2020
Jun
2021
Dec
2021
Jun
2022
Dec
2022
Jun
2023
S&P/ASX 100 median TSR
Downer EDI TSR
Total Shareholder Return (Indexed to 100)
0
50
100
150
200
250
* S&P/ASX 100 companies as at 30/06/2020
The graphs below illustrate Downer’s performance against key financial and non-financial performance indicators over the last five years.
Downer has identified certain accounting adjustments in its Australian Utilities business involving historical misreporting of revenue
and contract assets in one of Downer’s maintenance contracts. As a consequence, the Group identified accounting adjustments
to prior periods, including financial years 2020, 2021 and 2022 in relation to the measure of progress. The adjustments have been
corrected by restating each of the affected financial statement line items for prior periods.
Net profit after tax
Free cash flow
5
226.7
2,3
166.5
2,3
$’m
2019
2020
2022
2021
2023
-500
-400
-300
-200
-100
0
100
200
300
(157.5)
3
258.3
1
(385.7)
4
-300
-200
-100
0
100
200
300
400
500
429.3
6
47.5
6
185.7
6
431.5
7
(219.1)
$’m
2019
2020
2022
2021
2023
1. Adjusted for material unbudgeted transactions by $18.0 million net decrease.
2. Adjusted for material unbudgeted transactions and individually significant items.
2021: $51.8 million net increase, 2022: $26.1 million net increase.
3. Restated for certain accounting adjustment in its Australian Utilities business
(refer to Note A to the consolidated financial statements).
4. Represents statutory NPAT.
5. Following the adoption of AASB 16 Leases which resulted in a change in
accounting policy from FY20, historical Free Cash Flow was not restated.
6. Adjusted for material unbudgeted transactions. 2019: $65.2 million net increase,
2022: $104.5 million net decrease and 2023: $184.0 million net decrease related
to the divestment of the Australian Transport Project Business.
7. Adjusted for material unbudgeted transactions, including the payment for
Spotless shares. 2021: $313.1 million net decrease.
Basic earnings per share
8
Safety
-80
-60
-40
-20
0
20
40
60
19.6
3
(59.0)
42.1
24.1
3
(26.4)
3
Cents per share
2019
2020
2022
2021
2023
Lost Time Injuries per 1,000,000 hours
Total Recordable Injuries
per 1,000,000 hours
2019
2021
2020
2022
0.0
0.2
0.4
0.6
0.8
1.0
1.2
0.99
0.57
0.67
2023
0.82
0.90
0
2
4
6
8
10
12
TRIFRLTIFR
8. Historical basic earnings per share for 2019 were restated as a result of
106.6 million shares issued from the capital raising as part of the acquisition of the
remaining shares in Spotless. The weighted average number of shares (WANOS) to
calculate EPS was adjusted by an adjustment factor of 0.9817.

Directors’ Report
41
5. The Board’s Role in Remuneration
The Board engages with shareholders, management and other stakeholders as required, to continuously refine and improve
executive and Director remuneration policies and practices.
Two Board Committees deal with remuneration matters. They are the People and Culture Committee previously the Remuneration
Committee and the Nominations and Corporate Governance Committee.
The interaction with the Board, other committees, management, and other stakeholders is shown in the diagram below.
Management
§Provides information
relevant to the
remuneration
decisions and makes
recommendations to
the PCC
§Obtains remuneration
information from
external advisors to
assist the PCC (i.e.
market data, legal, tax
and accounting advice)
Consultation with
shareholders and
other stakeholders
§Management may seek
its own independent
advice with respect
to information and
recommendations
relevant to
remuneration
Board
The Board is responsible for:
§Approving Downer’s remuneration strategy
§Determining the quantum of remuneration for
Non-executive Director and MD & CEO
The Board has overarching discretion with respect to
any awards made under the Company’s incentive plans. 
During the period,
the PCC retained
Guerdon Associates,
Morrow Sodali and
SW Corporate as its
advisors. Guerdon
Associates and SW
Corporate do not
provide services to
management and
are considered to
be independent.
Remuneration
consultants and other
external advisors
§Provide independent
advice, information
and recommendations
relevant to
remuneration decisions. 
§The PCC may seek
independent advice
from external advisors
on various remuneration
related matters.
§Any advice provided
by external advisors is
used to assist the Board
– it is not a substitute
for the Board and PCC
procedures. 
§Each Committee has
the authority to engage
external professional
advisors without
seeking approval of the
Board or management. 
Nominations and
Corporate Governance
Committee is
responsible for
recommending and
reviewing remuneration
arrangements
for the Executive
Director and Non-
executive Directors of
the Company.
People and Culture Committee (PCC)
The PCC is delegated responsibility by the Board to
review and, where relevant, make recommendations on:
§Executive remuneration and incentive policy
§Remuneration of senior executives of the Company
§Executive reward and its impact on risk management
§Executive incentive plans
§Equity-based plans
§Superannuation arrangements
§Recruitment, retention, performance and termination
policies and procedures for all Key Management
Personnel and senior executives reporting directly
to the Managing Director
§Disclosure of remuneration in the Company’s public
materials including ASX filings and the Annual Report
§Retirement payments for all key Management
Personnel and senior executives reporting directly
to the Managing Director 

Directors’ Report
42 Annual Report 2023 | Downer EDI Limited
6. Description of Executive Remuneration
6.1 Executive remuneration structure
Executive remuneration has a fixed component and a component that varies with performance.
The variable component ensures that a proportion of pay varies with performance. Performance is assessed annually for
performance periods covering one year and three years. Payment for performance assessed over one year is an STI. Payment for
performance over a three-year period is an LTI.
In order for maximum STIs to be awarded, performance must achieve a stretch goal that is a clear margin above the planned budget
for the period. This enables the Company to attract and retain better performing executives, and ensures pay outcomes are aligned
with shareholder returns.
Target STIs are less than the maximum STI. Target STI is payable on achievement of planned objectives. For executives, the target
STI is 75% of the maximum STI. The maximum total remuneration that can be earned by an executive is capped. The maximums are
determined as a percentage of fixed remuneration.
Executive position
Target STI
% of fixed
remuneration
Maximum STI
% of fixed
remuneration
Maximum LT I
% of fixed
remuneration
Maximum total
performance
based pay as a
% of fixed
remuneration
Managing Director – Peter Tompkins75100130230
Former Managing Director – Grant Fenn75100100200
Other Executive KMP 56.257550125
The proportions of STI to LTI take into account:
§Market practice
§The service period before executives can receive equity rewards
§The behaviours that the Board seeks to encourage through direct key performance indicators
§The guideline for the Managing Director to maintain a shareholding as a multiple of pay after long-term incentive rewards
have vested.
6.2 Remuneration benchmarking
Remuneration is benchmarked against roles of similar scope and complexity in relevant industries, using independently obtained
market data. This market data is regularly updated and reviewed. The benchmarking approach is designed to consider the size
and nature of Downer’s businesses and will take into account global markets for talent where appropriate for key roles, as well as
individual factors, such as location, economic environment and remuneration trends. This enables Downer to remain competitive in
setting remuneration for executives.
Downer is a diverse Company operating in many market sectors. This means that identifying a select group of peers of comparable
size and nature is challenging. The TSR comparator group under the LTI plan includes the companies, excluding financial
services companies, in the ASX 100 index. Consideration has been given to using a smaller group of direct competitors for
comparison, however:
§Limiting the comparator group to a small number of direct competitors could result in very volatile outcomes from period
to period.
§Management’s strong focus on improving the Company’s ranking among ASX 100 companies has become embedded in
Company culture, so reinforcing this rather than trying to dislodge it with another focus was considered desirable.
While market levels of remuneration are monitored on a regular basis, there is no contractual requirement or expectation that any
adjustments will be made.

Directors’ Report
43
6.3 Fixed remuneration
Fixed remuneration is the sum of salary and the direct cost of providing employee benefits, including superannuation, motor
vehicles, car parking, living away from home expenses and fringe benefits tax.
The level of remuneration is set to be able to retain proven performers and when necessary to attract the most suitable external
candidates from secure employment elsewhere.
Peter Tompkins commenced as Managing Director on 27 February 2023. Mr Tompkins fixed annual remuneration of $1,550,000
was benchmarked against ASX 51-150 companies of comparable scale and complexity. Mr Tompkins was benchmarked at the
60th percentile.
The fixed remuneration for Mr Tompkins is 22.5% lower than the remuneration paid to former CEO Mr Fenn and maximum total
remuneration is 14.8% lower.
6.4 Short-term Incentive
The STI plan provides for an annual payment that varies with annual performance. This has been applied to performance measured
over the Company’s financial year to 30 June 2023.
The basis of the plan is designed to align STI outcomes with financial results.
6.4.1 STI tabular summary
The following table outlines the major features of the 2023 STI plan.
Purpose of STI plan §Focus performance on drivers of shareholder value over a 12-month period
§Improve Zero Harm and people related results
§Ensure a part of remuneration varies with the Company’s 12-month performance.
Minimum performance
‘gateways’ before any
payments can be made
Achievement of a gateway based on 90% of budgeted Group NPATA for corporate executives and
Divisional EBITA for divisional heads.
This minimum is set at a challenging level to justify the payment of STI to an executive and deliver an
acceptable return for the funds employed in running the business.
Positive and negative impacts from material but unbudgeted and opportunistic transactions are
excluded from gateway assessment. Whether to exclude the impact of significant items (positive or
negative) is considered on a case by case basis.
Further independent gateways apply to the Zero Harm element.
Should a workplace fatality or serious environmental incident occur, 50% of the Zero Harm element is
foregone, with 100% foregone should both occur.
Maximum STI that can
be earned
§Managing Director: up to 100% of fixed remuneration
§KMP: up to 75% of fixed remuneration.
Percentage of STI that can
be earned on achieving
target expectations
75% of the maximum. For an executive to receive more, performance in excess of target expectations
will be required.
Individual Performance
Modifier (IPM)
§An IPM may be applied based on an executive’s individual key performance indicators and
relative performance
§Moderate individual performance may result in an IPM of less than 1 or outstanding performance
may result in an IPM greater than 1. The IPM must average no greater than 1 across all participants
§Application of an IPM cannot result in an award greater than the maximum STI% level set out in
section 6.1.
Performance period1 July 2022 to 30 June 2023.
Performance assessedAugust 2023, following audit of accounts.
STI Deferral50% of the award is deferred with the first tranche of 25% vesting one year following award and the
second tranche of 25% vesting two years following award subject to the satisfaction of a continued
employment condition. This requires the executive to remain employed at the time of payment.
Payment timingSeptember 2023 for the first cash payment of 50% of the award. The deferred components of the STI
payments will be paid one and two years following the award, in equal tranches of 25% of the award.

Directors’ Report
44 Annual Report 2023 | Downer EDI Limited
Form of paymentCash for initial payment.
The value of deferred components will be settled in shares or cash, net of personal tax.
Deferred components will generally be settled in shares. This is designed to encourage executive
share ownership, and not adversely impact executives who have to meet their taxation obligations
arising from the vesting of the deferred components. However, the Board retains the discretion to
vest deferred awards, in the form of shares or cash, and will generally have regard to an executive’s
individual circumstances and existing level of equity ownership.
An eligible leaver’s deferred components will be settled in shares or in cash in the sole and absolute
discretion of the Board.
Dividend equivalent
payments
No dividend entitlements are attached to the deferred components during the vesting period.
Board discretionThe Board may exercise discretion to:
§Vary STI payments by up to + or – 100% from the payment applicable to the level of performance
achieved, up to the maximum for that executive
§Reduce partly or fully the value of the deferred components that are due to vest in certain
circumstances, including where an executive has acted inappropriately or where the Board
considers that the financial results against which the STI performance measures were tested were
incorrect in a material respect or have been reversed or restated
§Settle deferred components in shares or cash, with the intended default approach being shares
§Vary from policy in exceptional circumstances. However, any variation from policy and the reasons
for it will be disclosed.
Malus and clawbackAll or part of the deferred components that are due to vest may be reduced in value if the Board
determines that an executive has committed an act of fraud, defalcation or gross misconduct or in
other circumstances at the discretion of the Board.
New recruitsNew executives (either new starts or promoted employees) are eligible to participate in the STI in the
year in which they commence in their position with a pro-rata entitlement.
Terminating executivesThere is no STI entitlement where an executive’s employment terminates prior to the end of the
financial year. Where an executive’s employment terminates prior to the vesting date, the unvested
deferred components will be forfeited. However, the Board has retained discretion to vest deferred
awards, in the form of shares or cash, in their ordinary course where the executive is judged to be an
eligible leaver.

Directors’ Report
45
Performance requirementsZero Harm, People and Portfolio and Financial measures
Zero HarmZero Harm reflects Downer’s commitment to safety, environment, social and governance matters.
The Zero Harm element underscores Downer’s commitment to customers, employees, regulators and
the communities in which it operates.
Performance is assessed on the following measures:
Safety
Total Recordable Injury Frequency Rate (TRIFR): the number of recordable injuries per million hours
calculated over 12 months.
Lost Time Injury Frequency Rate (LTIFR): the number of lost time injuries per million hours calculated
over 12 months.
Critical Risk
Completion of all actions arising from high potential incidents within a defined timeframe.
Lead and finalise a Group-wide Community of Practice (CoP) focusing on better control of one critical
risk. The CoP must deliver a set of minimum deliverables identified in the STI Guide.
The CoP must conduct a Downer Standard gap analysis, identify practice guidance and control
standard requirements, define master risks and controls and produce a training package.
Undertake detailed analysis to understand the top three controls requiring improvement within an
area of responsibility and completion of projects to improve them.
Sustainability
Review of the Sustainable Development Goal Improvement Plans developed in 2021 and revised in
2022, and achievement of the final year goals from those plans.
Incorporate Scope 3 initiatives and targets into decarbonisation plans.
Achievement of a set percentage of FY23 GHG emissions intensity targets.
People Performance is assessed on measures of employee engagement, and learning and development.
Employee engagement requires the achievement of an overall engagement score against a defined
range in the annual group-wide employee engagement survey.
Learning and development requires the achievement of minimum completion rates of training in
Downer’s project delivery and governance methodology.
This measure was selected due to the significant focus of the Company on delivery management and
project governance as a driver of improved project performance and contract margins.
FinancialPerformance is assessed on Group NPATA, Divisional EBITA and FFO performance against
the budget.
NPATA and EBITA provide transparency on operational business performance, align with how
Downer presents its results to the market and allow for easier understanding of alignment between
performance and remuneration outcomes. The Board considers this approach to be appropriate as:
§The Board is the ultimate decision maker for transactions that give rise to acquired intangibles that
result in the amortisation expense
§The impact of amortisation of acquired intangibles, which in nature relate to long-term strategic
decisions, remains reflected in incentive outcomes through the EPS measure in the LTI plan.
FFO is defined as net cash from operating activities less investing cash flow.
STI plan incentive
calculation
Fixed
remuneration
X
Maximum
STI opportunity
X
Scorecard
result
X
Individual
Performance
Modifier
=STI payment

Directors’ Report
46 Annual Report 2023 | Downer EDI Limited
Weightings applied to the 2023 STI scorecard measures for all executives, including the Managing Director, are set out in the
table below.
ExecutiveGroup N PATADivisional E B I TAFree cash flowZero HarmPeople
Corporate30%–30%30%10%
Business Unit7. 5%22.5%30%
( 7. 5% Group,
22.5% Division)
30%10%
(3% Group,
7% Division)
6.5 Long-term Incentive
6.5.1 LTI tabular summary
The following table outlines the major features of the 2023 LTI plan.
Purpose of LTI plan §Focus performance on drivers of shareholder value over a three-year period
§Manage risk by countering any tendency to over-emphasise short-term performance to the
detriment of longer-term growth and sustainability
§Ensure a part of remuneration varies with the Company’s longer-term performance.
Maximum value of equity
that can be granted
§Managing Director: 130% of fixed remuneration
§Former Managing Director 100% of fixed remuneration
§KMP: 50% of fixed remuneration.
Performance period1 July 2022 to 30 June 2025. Performance assessed August 2025.
Additional service period
after performance period for
shares to vest
Performance rights for which the relevant performance vesting condition is satisfied will not vest
unless executives remain employed with the Group on 30 June 2026.
Performance rights vestJuly 2026.
Form of award and paymentPerformance rights.
Performance conditionsThere are three performance conditions. Each applies to one-third of the performance rights granted
to each executive.
Relative TSR
The relative TSR performance condition is based on the Company’s TSR performance relative to
the TSR of companies comprising the ASX 100 index, excluding financial services companies, at the
start of the performance period on 1 July 2022, measured over the three years to 30 June 2025.
The performance vesting scale that will apply to the performance rights subject to the relative TSR
test is shown in the table below:
Downer EDI Limited’s
TSR Ranking
Percentage of performance rights subject to TSR condition
that qualify for vesting
< 50th percentile0%
50th percentile30%
Above 50th and below
75th percentile
Pro-rata so that 2.8% of the performance rights in the tranche will
vest for every 1 percentile increase between the 50th percentile and
75th percentile
75th percentile and above100%

Directors’ Report
47
Performance conditionsEPS growth
The EPS growth performance condition is based on the Company’s compound annual EPS growth
over the three years to 30 June 2025.
The performance vesting scale that will apply to the performance rights subject to the EPS growth
test is shown in the table below:
Downer EDI Limited’s EPS
compound annual growth
Percentage of performance rights subject
to EPS condition that qualify for vesting
< 5%0%
5%30%
Above 5% to < 10%Pro-rata so that 14% of the performance rights in the tranche will vest
for every 1% increase in EPS growth between 5% and 10%
10% or more100%
Scorecard
The Scorecard performance condition is based on the Group’s NPATA and FFO for each of the
three years to 30 June 2025. These measures are considered to be key drivers of shareholder value.
Accordingly, they have been included in the LTI plan to reward sustainable financial performance.
The performance vesting scale that will apply to the performance rights subject to the Scorecard test
is shown in the table below:
Scorecard result
Percentage of performance rights subject to
Scorecard condition that qualify for vesting
< 90%0%
90%30%
Above 90% to < 110%Pro-rata so that 3.5% of the performance rights in the tranche will vest
for every 1% increase in the Scorecard result between 90% and 110%
110% or more100%
NPATA and FFO targets are set at the beginning of each of the three financial years. The performance
of each component will be assessed each year relative to the targets. Performance of each
component will be determined as the average of the annual performance assessments for the three
years. The performance rights will vest on a pro-rata basis from 30% upon meeting the minimum
three-year average component performance level of 90% of target to 100% at the capped maximum
three-year average component performance level of 110% of target.
The Scorecard condition is designed to:
§Strengthen retention through the setting of challenging targets on an annual basis that reflect
prevailing market conditions, for a portion of LTI awards
§Align with the STI plan to encourage a long-term approach to achieving annual financial
performance targets
§Improve the line of sight for executives so as to increase motivation and focus on
consistent performance
§Focus on performance sustainability through reward of consistent achievement of absolute
performance targets over the long term.
How performance rights
and shares are acquired
The rights are issued by the Company and held by the participant subject to the satisfaction of
the vesting conditions. The number of rights held may be adjusted pro-rata, consistent with ASX
adjustment factors, for any capital restructures.
If the rights vest, executives can exercise them to receive shares that are normally acquired on-
market. The Board retains the discretion to vest awards in the form of cash.
Treatment of dividends
and voting rights on
performance rights
Performance rights do not have voting rights or accrue dividends.
Restriction on hedgingHedging of entitlements under the plan by executives is not permitted.
Restriction on tradingAfter vesting, any shares will remain subject to a trading restriction that is governed by the
Company’s Securities Trading Policy.

Directors’ Report
48 Annual Report 2023 | Downer EDI Limited
New participantsNew executives (either new starters or promoted employees) are eligible to participate in the LTI on
the first grant date applicable to all executives after they commence in their position. An additional
pro-rata entitlement if their employment commenced after the grant date in the prior calendar year
may be made on a discretionary basis.
Ceasing executivesWhere an executive ceases employment with the Group prior to the vesting date, the rights will
be forfeited. However, the Board will retain the discretion to retain executives in the plan in certain
circumstances including the death, total and permanent disability or retirement of an executive. In
these circumstances, the Board will also retain the discretion to vest awards in the form of cash.
Change of controlOn the occurrence of a change of control event and providing at least 12 months of the grants’
performance period have elapsed, unvested performance rights pro-rated with the elapsed service
period are tested for vesting with performance against the relevant relative TSR, EPS growth or
Scorecard requirements for that relevant period. Vesting will occur to the extent the performance
conditions are met. Performance rights that have already been tested, have met performance
requirements and are subject to the completion of the service condition, fully vest.
Malus and clawbackAll unvested performance rights will be forfeited if the Board determines that an executive has
committed an act of fraud, defalcation or gross misconduct or in other circumstances at the
discretion of the Board.
6.5.2 Post-vesting shareholding guideline
The Managing Director is required to continue to hold shares after they have vested until the shareholding guideline has been
attained. This guideline requires that the Managing Director holds vested long-term incentive shares equal in value to 100% of his
fixed remuneration. The current Managing Director’s shareholding is approximately 76% of the guideline level.
The guideline requirement has been developed to reinforce alignment with shareholder interests. The People and Culture
Committee has discretion to allow variations from this guideline requirement.
The Board retains the right to vary from policy in exceptional circumstances. However, any variation from policy and the reasons for
it will be disclosed.
6.6 Treatment of major transactions
Downer has a long history of strategic mergers, acquisitions and divestments. On each occasion, the Board considers the impact
of these transactions. Where a transaction is both material and unbudgeted, the Board considers whether it is appropriate to
adjust for its impact on the key performance indicators on which executive performance is measured. The objective of any
adjustment is to ensure that opportunities to add value through an opportunistic divestment or acquisition should not be fettered
by consideration of the impact on incentive payments. That is, executives should be ‘no better or worse off’ as a result of the
transaction. No adjustments are made for market reactions to a transaction as the Board believes that management is accountable
for those outcomes.
The Board considers this approach to be appropriate as it:
§Ensures that executives and the Board consider these transactions solely based on the best interests of Downer
§Means executives remain accountable for transaction execution and post-transaction performance from the next budget cycle
§Ensures that executives complete opportunistic transactions that are in the long-term interests of shareholders
§Is consistent with the Board’s long-term view when considering the value of major transactions to Downer’s shareholders
§Ensures Downer remains agile and responsive in managing its portfolio by pursuing opportunities as and when they emerge
rather than being constrained by the annual budget process.
In assessing Zero Harm performance of executives, the results of acquired businesses are excluded for a period of 12 months
post acquisition to ensure that management is accountable for the objectives set in the annual business planning process and
in recognition that an integration period during which Downer’s Zero Harm framework (including systems, processes, definitions
and measurement and reporting methods) is implemented through the acquired business is appropriate. Where this transition to
Downer’s framework takes place over a longer period due to the complexity of the implementation or the maturity profile of the
acquired business, the Board will consider an extension to a more appropriate period.
6.7 Treatment of significant items
From time to time, Downer’s performance is impacted by significant items. Where these occur, the Board considers whether to
adjust for their impact (positive or negative) on a case by case basis, having regard to the circumstances relevant to each item.
The Board considers this approach to be appropriate as it ensures that executives and the Board make decisions solely based on
the best interests of Downer.

Directors’ Report
49
7. Details of Executive Remuneration
7.1 Remuneration received in relation to the 2023 financial year
Executives receive a mix of remuneration during the year, comprising fixed remuneration, an STI paid in cash, and a LTI in the form
of performance rights that vest four years later, subject to meeting performance and continued employment conditions.
The table below lists the remuneration actually received in relation to the 2023 financial year, comprising fixed remuneration, cash
STIs relating to 2023, deferred STIs payable in 2023 in respect of prior years and the value of LTI grants that vested during the 2023
financial year. This information differs to that provided in the statutory remuneration table at section 7.2 which shows the share
based payment accounting expense for LTIs and deferred STIs determined in accordance with accounting standards rather than
the value of LTI grants that vested during the year.
Fixed
Remuneration
1
$
Cash Bonus
paid or
payable in
respect of
current year
2
$
Deferred
Bonus paid
or payable
in respect of
prior years
4
$
Other
Benefits
5
$
To t a l
payments
$
Equity that
vested during
2023
3
$
To t a l
remuneration
received
$
P J Tompkins1,346,666–155,737268,3911,770,794–1,770,794
G A Fenn
6
1,379,578–378,750(37,94 5)1,720,383–1,720,383
M R Ashcroft
6
8 4,6 47––6,610 91,257– 91,257
M J Ferguson1,024,840–142,03138,7361,205,607–1,205,607
3,835,731–676,518275,7924,788,041–4,788,041
1. Fixed remuneration comprises salary and fees, payment of leave entitlements, non-monetary benefits and superannuation payments.
2. Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2023 financial year.
3. Represents the value of performance rights granted in previous years that vested during the year, calculated as the number of performance rights that vested
multiplied by the closing market prices of Downer shares on the vesting date.
4. Deferred Bonus represents the deferred bonus amount to be paid in September 2023, being the second deferred component of the 2021 award, adjusted as set
out in section 7.3.3. This represents a reduction in the award of $52,000 for G A Fenn, $19,500 for M J Ferguson and $4,875 for P J Tompkins. The first deferred
component of the 2022 award was reduced to nil from $325,000 for G A Fenn and $121,875 for M J Ferguson. P J Tompkins chose to voluntarily forgo his 2022
deferred components, each of which is valued at $121,875.
5. Negative movement in other benefits indicates leave taken during the year exceeded leave accrued during the current year.
6. Amounts represent the payments relating to the period during which the individuals were Key Management Personnel (KMP). G A Fenn ceased as a member of the
KMP on 27 February 2023. M R Ashcroft became a member of the KMP on 1 June 2023.
7. 2 Remuneration of executive key management personnel required under the Corporations Act 2001 (Cth)
2023Short-term employee benefits
Long-term
employee
benefitPost-employment benefits
Salary
and fees
$
Cash
Bonus
paid or
payable
in respect
of current
year
2
$
Deferred
Bonus
paid or
payable
4
$
Non-
monetary
$
Other
long-term
benefits
5
$
Super-
annuation
$
Other
benefits
$
Te r m -
ination
benefits
$
Subtotal
$
Share-
based
payment
transac-
tions
3
$
To t a l
$
P J Tompkins1,166,842 – 48,663 154,532 153,487 25,292 – – 1,548,81697,0041,645,820 
G A Fenn
1
1,308,244 – 60,721 52,365 21,646 18,969 – – 1,461,945 (323,499) 1,138,446 
M R Ashcroft
1
72,892 – – 5,432 1,178 6,323 – – 85,825 – 85,825 
M J Ferguson961,645 – 34,344 37,903 16,243 25,292 – – 1,075,427 (4 97, 9 8 8)  57 7,4 39 
3,509,623 – 143,728 250,232 192,554 75,876 – – 4,172,013 (724,483)3,447,530 
1. Amounts represent the payments relating to the period during which the individuals were Key Management Personnel (KMP). G A Fenn ceased as a member of the
KMP on 27 February 2023. M R Ashcroft became a member of the KMP on 1 June 2023.
2. Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2023 financial year. These comprise the 50% cash component of
the award.
3. Represents the value of vested and unvested equity expensed during the period including reversal for forfeited equity incentives and the probability of the incentives
vesting, in accordance with AASB 2 Share-based Payment, related to grants made to the executive, as outlined in section 8.2 and an estimate of the fair value of the
grant to be made to P J Tompkins in respect of the 2023 financial year attributable to the period. Vesting of the majority of securities remains subject to significant
performance and service conditions as outlined in section 6.5.
4. Deferred Bonus represents the value of deferred components attributable to the 2023 financial year based on amortisation of deferred components over the period
from the commencement of the relevant performance year to the end of financial year to which payment of the relevant deferred component relates.
5. This includes the net movement in Long Service Leave provision over the reporting period.

Directors’ Report
50 Annual Report 2023 | Downer EDI Limited
2022Short-term employee benefitsPost-employment benefits
Salary
and fees
$
Cash
Bonus
paid or
payable
in respect
of current
year
1
$
Deferred
Bonus
paid or
payable
3
$
Non-
monetary
$
Super-
annuation
$
Other
benefits
$
Te r m -
ination
Benefits
$
Subtotal
$
Share-
based
payment
transac-
tions
2
$
To t a l
$
G A Fenn1,691,432650,000629,792376,14723,568––3,370,939395,8883,766,827
M J Ferguson964,390243,750236,17212,04223,568––1,479,922110,1531,590,075
P J Tompkins952,209243,750235,40620,29527,496––1,479,15698,9741,578,130
3,608,0311,137,5001,101,370408,48474,632––6,330,017605,0156,935,032
1. Cash Bonus paid or payable in respect of current year represents cash payments in relation to the 2022 financial year. These comprise the 50% cash component
of the award.
2. Represents the value of vested and unvested equity expensed during the period including reversal for forfeited equity incentives and the probability of the incentives
vesting, in accordance with AASB 2 Share-based Payment, related to grants made to the executive, as outlined in section 8.2. Vesting of the majority of securities
remains subject to significant performance and service conditions as outlined in section 6.5.
3. Deferred Bonus represents the value of deferred components attributable to the 2022 financial year based on amortisation of deferred components over the period
from the commencement of the relevant performance year to the end of financial year to which payment of the relevant deferred component relates.
7. 3 Performance related remuneration
7. 3 .1 Performance outcomes required under the Corporations Act 2001 (Cth)
The table below lists the proportions of remuneration paid during the year ended 30 June 2023 that are performance and non-
performance related and the proportion of STIs that were earned during the year ended 30 June 2023 due to the achievement
of the relevant performance targets.
Proportion of 2023
remuneration2023 Short-term incentive
Performance
Related
1
%
Non-
performance
Related
%
Paid
%
Forfeited
%
P J Tompkins9910100
G A Fenn01000100
M R Ashcroft
2
N/AN/AN/AN/A
M J Ferguson01000100
1. Performance related portion includes the reversal of expense for forfeited equity incentives described in section 6.5.
2. M R Ashcroft did not participate in the 2023 incentive plans.

Directors’ Report
51
7. 3 . 2 2023 Group STI Scorecard and Outcomes
Performance is assessed for each scorecard measure based on the actual outcomes compared to the performance levels
defined below.
The scorecard measures are Downer’s priorities and performance requirements are set at challenging levels to drive organisational
performance and continued improvement of the business.
Whilst the minimum performance gateway was not achieved by KMP, meaning no STI awards were made for FY23, the actual
performance achieved for each measure is set out in the table below.
ElementMeasureDescription
Weighting
%Min Target Max

Outcome
Zero HarmTotal Recordable Injury
Frequency Rate (TRIFR)
Achieve TRIFR below 3.52.5
50%
Lost Time Injury Frequency
Rate (LTIFR)
Achieve TRIFR below 0.92.5
50%
Critical riskHigh Potential Incident
action closure
Critical risk observations
Audit and inspection program
Critical control improvement
10
50%
SustainabilitySustainable Development Goals
Greenhouse gas emission
intensity reduction
Including Scope 3 targets and
initiatives into decarbonisation plans
15
50%
PeopleEmployee engagementAchieve an overall Employee
Engagement Score between
68 and 72
5
0%
Learning and developmentAchieve minimum completion
rates for training on Downer’s
project delivery methodology
and governance
5
100%
Portfolio and
Performance
Net Profit After Tax and
before Amortisation of
acquired intangibles
Achieve budget of $240.0 million
to $265.0 million
30
0%
Free cash flowAchieve budget of $205.0 million
to $230.0 million
30
0%
For 2023, the IPM was not applied to the members of the KMP as no STI awards were made.
7.3.3 Deferred STI Outcomes
Under the terms of the plan, each year the Board considers whether deferred awards made in prior periods should be paid.
Prior to the Board considering the Deferred STI, the current CEO requested that the Board not consider his entitlement to payment
of deferred components under the FY22 plan and has voluntarily forgone these components as demonstration of alignment
between shareholders and management on performance outcomes.
In assessing deferred awards from FY21 and FY22 that were eligible to vest this year, the Board considered:
§The performance of the Company across FY21, FY22 and FY23
§The events that have come to light subsequent to the exercise of its discretion for the FY22 STI award
§That part of the FY21 and FY22 STI awards have already been paid to the former CEO and former CFO.
The Board has determined that for the former CEO and former CFO:
§The second tranche of the FY21 Deferred STI be reduced by 12% being the reduction under the plan based on the restated
FY21 accounts
§No payment of deferred components be made for the first deferred component of the FY22 plan.
In accordance with the terms of the plan, the Board will consider the second deferred component of the FY22 Deferred STI when it
becomes eligible for consideration.

Directors’ Report
52 Annual Report 2023 | Downer EDI Limited
7. 3 .4 LTI performance outcomes
The table below summarises LTI performance measures tested and the outcomes for each executive.
Relevant
executives
1
Relevant LTI measurePerformance outcome% LTI tranche that vested
G A Fenn,
M J Ferguson,
P J Tompkins
2020 plan – performance period 1 July 2019 to 30 June 2022
TSR tranche – percentile ranking of
Downer’s TSR relative to the constituents
of the ASX 100 over a three-year period.
Actual performance ranked at
the 26th percentile based on
a TSR result of –18.3%.
0% became provisionally
qualified. 100% were forfeited.
EPS tranche – compound annual earnings
per share growth against absolute targets
over a three-year period.
Actual performance was –4.1%.0% became provisionally
qualified. 100% were forfeited.
Scorecard tranche – sustained NPAT and
FFO performance against budget over a
three-year period.
Actual performance was 57.6%
for NPAT and 62.9% for FFO.
0% became provisionally
qualified. 100% were forfeited.
G A Fenn,
M J Ferguson,
P J Tompkins
2021 plan – performance period 1 July 2020 to 30 June 2023
2
TSR tranche – percentile ranking of
Downer’s TSR relative to the constituents
of the ASX 100 over a three-year period.
Actual performance ranked at
the 15th percentile based on
a TSR result of –5.03%.
0% became provisionally
qualified. 100% were forfeited.
EPS tranche – compound annual earnings
per share growth against absolute targets
over a three-year period.
Actual performance was –9.88% 0% became provisionally
qualified. 100% were forfeited.
Scorecard tranche – sustained NPATA and
FFO performance against budget over a
three-year period.
Actual performance was 84.4%
for NPATA and 118.2% for FFO.
16.7% became provisionally
qualified and remain subject
to Board approval. 83.3%
were forfeited.
1. Relevant executives refers to members of the KMP who are participants in the plan tested.
2. Test outcomes for the 2021 plan are provisional and will be confirmed following release of the Company’s audited 2023 results. Accordingly, the outcomes are not
reflected in the disclosures in section 8.
7. 4 Major transactions and significant items
In 2023 there were two major unbudgeted transactions and four unbudgeted significant items. Each of these items is described
below at sections 7.4.1 and 7.4.2 of this report.
7.4 .1 Major transactions
In 2023 Downer continued to optimise its portfolio in keeping with its Urban Services strategy through restructuring, partnering,
acquisition and divestment.
Downer undertook two major unbudgeted transactions during 2023. These transactions were the divestments of the Australian
Transport Projects business and the Asset & Development Services (ADS) business being held for sale.
Downer’s approach to adjustments for major transactions is disclosed in section 6.6.
In FY23, as the profit gateway for the STI was not met and no award was made, no adjustments were made to the STI. There were
no adjustments made in relation to the LTI either.
Where adjustments are made in future years, these will be disclosed in the relevant remuneration report.
7.4 . 2 Significant items
During the year, five unbudgeted items had a significant impact. These items were the fair value adjustment on the Downer
Contingent Share Options, portfolio restructure costs, regulatory review and shareholder class action related costs, goodwill
impairment and other assets impairment.
Downer’s approach to adjustments for major transactions is disclosed in section 6.7.
In FY23, as the profit gateway for the STI was not met and no award was made, no adjustments were made to the STI. There were
no adjustments made in relation to the LTI either.
Where adjustments are made in future years, these will be disclosed in the relevant remuneration report.