Downer EDI Annual General Meeting

“This has been achieved in tighter markets, providing a good indication of our ability to further grow the business”, Mr Knox said.

“The Group delivered record earnings in FY09, securing new projects and extending and renewing contracts with key clients. We further strengthened our service offering and our geographical footprint with a number of bolt-on acquisitions in Australia and New Zealand.

“We continue to monitor our end markets closely and manage the business prudently. We are making pleasing progress on our strategic journey,” he said.

Mr Knox also confirmed no material change to FY10 guidance.

In accordance with Listing Rule 3.13.2, it is confirmed that the resolutions relating to the following matters were put to the Annual General Meeting of Downer EDI Limited held on Thursday, 15 October 2009:

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

All resolutions were passed on a show of hands. Downer EDI Chairman, Peter Jollie AM called for a poll in respect of resolution 4 and on the basis of the proxies and the number of shares represented at the meeting declared the resolution not carried by the poll. Mr Jollie said “We have received very valuable feedback from governance advisors and shareholders this year in regard to the company’s remuneration model such as the structures surrounding our long-term incentive schemes. We will continue to improve our remuneration policies and models in the light of this valuable feedback.

In accordance with section 251AA of the Corporations Act the attached schedule sets out the disclosure of proxy votes.