Downer EDI (DOW) AGM 2026 summary

Opening remarks and agenda

• AGM opened on Remembrance Day with a one-minute silence, a Gadigal people of the Eora Nation land acknowledgement, respect for Aboriginal and Torres Strait Islander peoples and Elders, and confirmation of a quorum.

• Agenda covered the FY26 reports, two director re-elections, the remuneration report and the FY27 managing director LTI; resolutions were by poll. The FY26 reports were opened for discussion, with no vote required on Item 1.

Financial performance review

• FY26 underlying NPAT rose 9.8% to AUD 306.7m, statutory NPAT increased 51.2% to AUD 225.4m, and underlying EBITDA rose 6.1% to AUD 502.9m.

• Cash conversion was 91.1%; net debt to EBITDA improved to 0.8x. EBITDA margin was 5.1%, above the FY25–FY26 average target of 4.5%, with a two-year average of 4.7%.

• Energy and utilities pro forma EBITDA rose 20% to AUD 141m, with margin at 5.7% versus 4.2%; transport EBITDA rose 6.8% to AUD 297m at a 5.7% margin; facilities delivered AUD 143.5m at a 6.8% margin.

• Work in hand reached AUD 38.5bn at 30 June after AUD 12.2bn of new work in FY26; facilities work in hand rose ~20% to AUD 15.6bn.

• Total shareholder return was 118% from July 2023 to FY26 year-end, ~6x the ASX 100 median excluding financials over the same period.

Board and executive committee updates

• Kerry Gleeson joined the board in September 2025; Annette Carey joined in November 2025 and retired in September 2026. Teresa Handicott retired at the prior AGM after nine years.

• Sheridan Broadbent and Steven MacDonald were re-elected as non-executive directors; both and the board highlighted their safety, governance, project delivery and infrastructure experience.

• Broadbent chairs the Safety and Sustainability Committee; MacDonald chairs Project Governance, which reviews major tenders, higher-risk projects and risk guardrails.