DOWNER EDI LIMITED — AGM Information 2011

Nov 8, 2011

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9 November 2011

Company Announcements Office ASX Limited Level 4, 20 Bridge Street Sydney NSW 2000

RE: Downer EDI 2011 Annual General Meeting

Please find attached a copy of the Chairman’s and Chief Executive Officer’s addresses to shareholders at today’s Annual General Meeting.

Yours faithfully,

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Peter Tompkins Company Secretary

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A Triniti Business Campus, 39 Delhi Road, North Ryde NSW 2113 P PO Box 1823, North Ryde NSW 2113

Downer EDI Limited ABN 97 003 872 848

T +61 2 9468 9700 | F +61 2 9813 8915 | W downergroup.com

DOWNER GROUP ANNUAL GENERAL MEETING 2011 CHAIRMAN’S ADDRESS AND CHIEF EXECUTIVE OFFICER’S REPORT

Chairman’s Address, Mike Harding

Ladies and gentlemen,

At the end of last year’s AGM, I spoke briefly as your incoming Chairman. I said that Downer had strong underlying businesses. However, we needed to focus on several key issues during 2011 in order to rebuild trust and deliver on our promises. I would now like to update you on the progress made during 2011.

I am pleased to say that all our businesses won new contracts and secured contract renewals during the year. Downer has approximately $20 billion of work-in-hand, highlighting the huge pipeline of opportunity in the sectors in which we operate. Our focus over the next 12 months will be to ensure we deliver on our current projects with our customers.

The Waratah train project has had a major negative impact on our past performance, however we have significantly improved the manufacturing process in both China and Australia over the past year.

We have now delivered four Waratah trains to RailCorp and they are in passenger service on the Sydney network. We expect to deliver another three Waratah trains to RailCorp by the end of January 2012.

I have visited the rail facility in China, met with their Chairman and senior executives and confirmed our expectation of them. Grant Fenn and Ross Spicer, our Waratah Project Director, continue to visit China regularly. Grant will update you shortly in more detail on the Waratah train project.

We have strengthened our senior management team over the past year, including the appointment of Grant Fenn as Chief Executive Officer in August 2010 and Kevin Fletcher as Chief Financial Officer in November. In December 2010, Ross Spicer joined Downer as the new Project Director for the Waratah train project. There have been a number of other executive appointments across the Group which have resulted in a significant strengthening of management capability.

A key focus of the Board over the past year has been executive remuneration. We have listened to investors and other stakeholders and we have made a number of important changes to our remuneration structure. There is a lot of detail provided in the Remuneration Report, which begins on page 9 of this year’s Annual Report, however I would like to highlight a few key changes.

A major criticism of our previous approach was that executives could receive significant bonuses by meeting safety performance targets even if the company’s financial performance was poor. We have changed the remuneration structure so that executives must now pass through a financial “gate” before they are eligible to be paid a bonus. Specifically, earnings before interest and tax must be at least 90% of target for any bonus to be paid. For those working in our business divisions, the relevant EBIT is their business unit EBIT.

You can see the impact of the changes in this year’s Remuneration Report. Only two of the 12 senior executives listed received bonuses because the others did not clear the relevant and challenging financial hurdles set by the Board.

I would like to stress that Zero Harm remains an important feature of the bonus scheme, however people must pass through a financial gate first.

Another important change is that the Board now has discretion to increase or decrease executive bonuses by 100% for all new contracts. The previous level of discretion was 15%. We have implemented a number of other changes and we shall continue to seek further improvements.

Ladies and gentlemen, at last year’s meeting I highlighted the need to improve our risk management processes. It is critical for Downer to manage contract risk effectively within a robust Group-wide framework. We have continued to update and refine our risk processes over the past year. A key objective is to apply risk processes consistently across Downer and to continuously improve decision-making and performance.

The achievement of this objective has been assisted by the appointment of Campbell Mason as Chief Risk Officer in August this year. Campbell is responsible for the management of risk across Downer and he also chairs the Tender and Capital Committee, which determines whether the company should approve major tenders.

I would like to stress that the health and safety of our people remains paramount at Downer and that incidents and injuries again declined this year as a percentage of hours worked. I am pleased to say that for some years now, Zero Harm has been a defining feature of the Downer culture.

We have also continued the process of Board renewal at Downer. As you know, I have succeeded Peter Jollie as Chairman. Chris Renwick retired as a Non-executive Director last year after serving on the Downer Board for six years. We are now well advanced in a process that will result in the appointment of three new Non-executive Directors to strengthen the Board, and we will announce these appointments in the near future.

Ladies and gentlemen, I now invite your Chief Executive Officer, Grant Fenn, to provide an update on the Group’s operations before I return to discuss the four items outlined in the Notice of Meeting.

Chief Executive Officer’s Report, Grant Fenn

Thank you, Mike, and good morning everyone.

Ladies and gentlemen, Downer reported a 15.2% increase in total revenue to $7 billion for the 2011 financial year, with growth driven by our Mining, Rail and Engineering businesses. However, we reported earnings before interest and tax of just $25.7 million and a net loss after tax of $27.7 million.

This unsatisfactory financial performance was due to the additional pre-tax provision of $250 million in respect of the Waratah train project that we announced in January 2011, as well as impairments relating to the CPG New Zealand and UK Works businesses.

Despite the disappointment of the additional Waratah provision, we have made substantial progress during the year in turning the business around and addressing the various challenges that we face. Excluding the Waratah provision, the EBIT result was $292.2 million. This was a solid performance, achieved despite the subdued economic conditions and severe wet weather, particularly in Eastern Australia.

Government expenditure on road and rail infrastructure was lower in both Australia and New Zealand and economic conditions in New Zealand remained very tough, compounded by the major earthquakes that struck the Canterbury region in September 2010 and February 2011.

As the Chairman mentioned earlier, we continued to win significant new contracts and secure contract renewals across the Group in this challenging environment. Overall, we won about $7 billion of new work and renewals and our work-in-hand is $20 billion. This is a strong foundation for our company.

During the year, Downer ensured it had continued access to debt and equity capital markets. On 30 November 2010, we successfully completed the refinancing of an Australian dollar syndicated loan facility, replacing a three year $390 million facility with a $420 million facility split 70:30 into three and four year tranches. On 29 March 2011, Downer successfully completed an equity raising of $279 million that was undertaken to strengthen the balance sheet and support Downer maintaining investment grade credit rating metrics. At 30 June 2011, Downer had gearing of 25.5% and liquidity of $915.7 million.

Importantly, Downer has maintained its industry leading safety performance with continuing improvement in both Lost Time Injury Frequency Rate and Total Recordable Injury Frequency Rate. Our Zero Harm program, which includes minimising the impact our business has on the environment, is embedded in our culture and vital to our future success.

During the year, we won several awards for our sustainability performance. Downer Mining won the 2011 Queensland Premier’s ClimateSmart Sustainability Award for being at the forefront of understanding and tackling industry challenges and opportunities. Downer New Zealand won a 2011 Green Ribbon Award in the Environmentally Responsible Large Organisation category for its wide ranging environmental sustainability programs. In addition, Downer was included in the Carbon Disclosure Leadership Index for the second year running and is the only contracting organisation listed in the index.

In February this year, we announced our decision to combine the Australian Works, Engineering, Emerging Sectors and CPG Resources into one division – Downer Australia. The establishment of Downer Australia is a major change for the company. It provides a critical mass of experienced management and allows us to organise our business around our key customers and markets. Our customers are increasingly asking us for integrated, national solutions for their infrastructure needs and Downer Australia allows us to provide this.

Downer Australia is one of Australia’s largest providers of engineering services for critical infrastructure. It contributes about 40 per cent of Downer’s total revenue and employs about 7,000 people. In the electrical and instrumentation field, Downer Australia is by far the largest industrial contractor in the country and the clear market leader. It is also the largest non-government owned road and rail services business in Australia, maintaining more than 40,000 kilometres of road and 2,800 kilometres of rail. The integration and development of Downer Australia is going very well and we have recently won contracts with BHP, Fluor, CSBP (a subsidiary of Wesfarmers) and Foxtel.

The pipeline of opportunities for Downer Australia is enormous and the growth potential for this division is large.

The star performer in the Downer stable this year was our contract mining division which employs around 3,500 people across more than 50 sites in Australia, New Zealand, Papua New Guinea, South America and South Africa. Downer Mining has a blue chip customer base and won around $6 billion of contracts over the past year, including with:

• Fortescue Metals Group at Christmas Creek in Western Australia

• BHP Billiton Mitsubishi Alliance at Goonyella and Norwich Park in Queensland, and

• Idemitsu at Boggabri in New South Wales.

Downer Mining’s two subsidiary business, Downer Blasting Services and Otraco International (a tyre and rim management business), also continued to grow strongly during the year.

In recent contracts, Downer Mining has been successful in changing the risk allocation between owner and contractor and so reducing the capital load per revenue dollar. At the moment, there is more work on offer in this space than can be funded by the

contracting industry and this is driving a long overdue change in discussions around capital.

Strong demand for resources, particularly coal and iron ore, is also driving demand for Downer Rail’s narrow and standard gauge locomotives. Downer Rail has supplied over 60 per cent of all the locomotives operating in Australia today to customers including QR National, Pacific National, BHP Billiton and Genesee & Wyoming.

We are now producing between five and six locomotives each month at our facilities in Cardiff, New South Wales, and Maryborough in Queensland.

Downer is also a leading provider and maintainer of passenger rolling stock in Australia, with our State Government customers including Queensland Rail and Western Australia’s Public Transport Authority. During the year, Downer Rail won a contract to expand and upgrade Queensland Rail’s fleet of high speed passenger diesel Tilt Trains that service the Brisbane to Cairns rail corridor. In July 2011, a 50:50 joint venture between Downer and Bombardier Transportation Australia, was awarded a contract to supply fifteen, three-car electric trains to Western Australia’s Public Transport Authority. The joint venture was also awarded a maintenance contract with PTA.

Downer New Zealand experienced very difficult economic conditions during the year, with intense competition and discounting putting pressure on margins. There has also been a significant reduction in expenditure by central and local governments. This tough environment was exacerbated by the two earthquakes that struck the Canterbury region in September 2010 and February 2011. These disasters put further pressure on maintenance and infrastructure expenditure across New Zealand.

In May 2011, Downer was one of five contractors to sign an Interim Alliance Agreement with the Christchurch Earthquake Recovery Authority, New Zealand Transport Agency and Christchurch City Council for the rebuilding of infrastructure in Christchurch. The agreement covers roads, sewerage, water supply pipes and parks damaged in the earthquakes and is expected to involve works valued at more than NZ$2 billion over five years.

Downer New Zealand is also well placed to carry out a significant proportion of the work won by Chorus, New Zealand’s largest telecommunications utility provider, for the country’s ultra fast broadband network.

We have made very good progress on the Waratah train project during the year. An experienced project team is now in place and we have made substantial improvements both in China and Australia. This has resulted in much higher quality trains coming out of China and increased production rates. I now travel to China about every six weeks to ensure we maintain momentum.

We now have four trains in passenger service – and we expect at least another two trains to be in passenger service before the end of 2011. Now that they are on the tracks, people can see for themselves that we are delivering an excellent train for the people of New South Wales.

Ladies and gentlemen, at our Full Year Results in August, we announced Downer had work-in-hand of $20 billion, that the Group is strongly aligned to the resources and energy sectors and that we are well placed to capitalise on the pipeline of opportunities driven by those markets. Subject to the risks highlighted and general market conditions, we announced that we expect to deliver EBIT of around $340 million for the 2012 financial year and net profit after tax of around $180 million.

We are now four months into the 2012 financial year and we confirm that guidance provided at our Full Year Results.

Ladies and gentlemen, the transformation and rebuilding of Downer is well underway and the potential is huge.

Thank you very much.