Ann: ADDRESS: DOW: Chairman's & CEO's Addresses to Shareholders

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					DOW
04/11/2015 12:24
ADDRESS
PRICE SENSITIVE
REL: 1224 HRS Downer EDI Limited

ADDRESS: DOW: Chairman's & CEO's Addresses to Shareholders

4 November 2015

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

Dear Sir/Madam

RE: Downer EDI Limited 2015 Annual General Meeting

Please find attached a copy of the following documents related to the Annual
General Meeting of Downer EDI Limited to be held at 11.00am today:
o Chairman's address to shareholders;
o Chief Executive Officer's report; and
o Annual General Meeting presentation.

Yours faithfully,

Peter Tompkins
Company Secretary

DOWNER GROUP ANNUAL GENERAL MEETING 2014
CHAIRMAN'S ADDRESS AND CHIEF EXECUTIVE OFFICER'S REPORT

Chairman's Address, Mike Harding

Ladies and gentlemen,

I am very pleased to report that Downer has delivered another strong
financial and operational performance for the 2015 financial year. In
particular we:

o Delivered on our guidance, which we gave at the start of the year;
o Successfully integrated the Tenix acquisition into the Downer organisation;

o Maintained a very strong balance sheet with only 8.1% net debt following
the Tenix acquisition; and
o Rebranded Downer and made changes to the organisation structure to enable
us to better respond to the ever increasing difficult market conditions.

Downer paid fully franked dividends totalling 24 cents per share for the 2015
financial year, up from 23 cents last year.

In what has been another very difficult year for companies in our sector,
especially the mining sector, Downer's strong performance and dividends are
again a welcome outcome for you, our shareholders.  On behalf of the board, I
would like to thank you for your support.

I would also like to thank your Chief Executive Officer, Grant Fenn, his
executive team and, importantly, all the Downer employees and contractors who
worked exceptionally hard during the year to deliver the results. Grant will
soon outline the highlights of our financial and operational performance and
also the outlook for the future in his report.

Ladies and gentlemen, the health and safety of our people is paramount at
Downer. I am pleased to say that both key safety indicators, our lost time
injury frequency rate and total recordable injury frequency rate, improved
this year. We know, however, that we must remain vigilant and we will
continue to seek further improvement.

Later in this meeting you will be asked to vote for the re-election of two of
your directors, Eve Howell and Phil Garling. I also note that John Humphrey
is entering his final year as a non-executive director. We will soon be
embarking on a board renewal process to ensure we have the appropriate mix of
skills and experience for running Downer's future business.

Ladies and gentlemen, the 2016 financial year will be extremely challenging,
especially now that our major customers are coming to the end of a major
capital spend era - especially in the oil, gas and mining businesses. I
believe Downer is well placed to weather these conditions because we have:
o Excellent underlying businesses which are leaders in their fields;
o A very strong and stable management team with a changed organisation
structure to enable us to better respond to the changing business
environment;
o A strong balance sheet, strong cash flows and a high level of liquidity;
and
o A range of opportunities for the future.

I now invite our Chief Executive Officer, Grant Fenn, to provide an update on
the Group's operations and the outlook for 2016 before I return to discuss
the items outlined in the notice of meeting.
Thank you.

Chief Executive Officer's Report, Grant Fenn

Thank you, Chairman, and good morning everyone.

The 2015 financial year was very tough to navigate for Downer as well as the
other companies in our sector. I am pleased to say that we delivered on our
NPAT guidance of $210 million and that this was a very pleasing result in a
difficult environment. This achievement took considerable effort, energy and
focus from our people.

Downer's consistent cash performance and strong balance sheet continues to
set us apart from most of our peers.

Our operating cash flow remains a major focus of the business and we again
delivered a strong result of $486.5 million, with cash conversion just under
90% of EBITDA. This focus on cash and capital management also helped us to
reduce interest costs by 30.5% to $29.9 million.

Our net debt was only $179 million at 30 June 2015, and this was after we
spent $300 million acquiring Tenix in October 2014.  Gearing was 8.1% at the
end of the financial year.

The flow-on impact of low commodity prices on business investment and
operating expenditure has required us to work even more closely with our
customers. We are becoming more efficient, better at what we do and we have
continued to build our customer base.

At the beginning of this meeting you saw a video that outlines the new brand
we launched in March this year.  Our "relationships creating success" program
has been received very positively by our customers and our people. Being
customer-centric and helping our customers succeed has never been more
important to our business.

In February this year we introduced a new organisational and reporting
structure to better align to our customers. I will now provide an overview of
operational performance, reflecting the new service line structure.

Transport Services - which includes the group's road, rail infrastructure,
airport and port infrastructure businesses - performed well, continuing to
win a high share of available contracts in both Australia and New Zealand.

We have been market leaders in Australia and New Zealand in road maintenance
and network management for a long time, but we are now building capability in
light rail design and construction. We see this as a niche growth opportunity
as cities in Australia and New Zealand increasingly look to light rail to
help solve their public transport needs.

I am pleased to say that Downer's Activate consortium has been shortlisted to
build, operate and maintain Canberra's new light rail system, with the
preferred bidder expected to be announced in early 2016.

I would like to note that we acquired VEC Civil Engineering during the year,
a specialist in design and construction of road and rail bridges and
structures. We are excited about the opportunities for this business as we
extend our service offering to state and local government across Australia.

Our Technology and Communication Services business, which comprises the
Group's fibre, copper and radio network infrastructure capabilities, also had
an improved year.

In New Zealand, Downer is the major supplier of technology and communication
services to Chorus, Vodafone and Spark.  We are well-regarded and positioned
and during the year we signed an additional agreement with Chorus to provide
UFB network connections to around 300,000 homes.

In Australia, as you know, the nbn has been slow to get going and
consequently hasn't made any material contribution to Downer's results. I am
pleased to say that this is changing.  In June this year we were awarded a
new five year contract by nbn under the new multi-technology mix model. We
began work in July and we expect the value of the contract to be
approximately $100 million in the first year.  We believe that if we perform
well, we will continue to grow this business - and there is a lot of
uncontracted build work yet to come.

Utilities Services, which includes our power, gas and water network
infrastructure businesses, grew significantly during the year, largely due to
the acquisition of Tenix.

As we said at last year's meeting, this acquisition gives us strong, long
term relationships with some of the largest utility businesses in Australia
and New Zealand and also positions us well for the significant opportunity
presented by the privatisation of power networks in New South Wales and other
states.

We are seen as a market leader in this field and we are actively seeking
opportunities to participate in the upcoming NSW privatisation as a key
service provider.

Downer is also a market leader in renewable energy and the settlement of the
renewable energy target has seen a significant boost in activity around wind
and solar opportunities. In June this year we were awarded a contract for the
construction of the Ararat wind farm in Victoria.

I will now move to our Engineering, Construction and Maintenance business,
which had a challenging year characterised by fewer bid opportunities and
lower bid margins.

In response to very tough conditions, we have restructured the EC&M business
to operate nationally rather than by geographic region and we are also
significantly reducing management layers and functional overhead.

Our Mining division, which has seen revenue fall due to contract completions
and volume reductions, continues to perform well and remains the contract
miner of choice in Australia.

During the year, we were awarded an expanded contract with Fortescue Metals
Group at Christmas Creek, a two year contract extension with BMA at
Blackwater in Queensland and a two year contract for underground mining
services at the Cobar copper mine in New South Wales.

The Mining business continues to work closely with customers and we are now
providing asset management services at a number of sites as customers look
for us to help them improve their fleet utilisation.

Our Rail division is a couple of years into a significant transformation as a
number of passenger manufacturing contracts, including the Waratah, come to
an end and demand for new locomotives remains low.

Importantly for the Rail business, we signed a 10 year, $1 billion locomotive
maintenance agreement with Pacific National earlier during the year and we
are also tendering for two substantial passenger rail opportunities.

The first is the New South Wales Inter City Fleet project and Downer is one
of four parties shortlisted by Transport for New South Wales to supply and
maintain a new fleet of approximately 520 passenger carriages. In bidding for
this contract, which is expected to be awarded next year, we will capitalise
on the expertise and IP created from the Waratah Train Project.

Downer is also in the early stages of bidding to supply 37 next generation,
high-capacity trains for the Victorian government.This contract is expected
to be awarded in late 2016.

I remind you that our Rail division includes the Keolis Downer joint venture,
which is now Australia's largest, privately owned, provider of multimodal
public transport solutions. Keolis Downer operates and maintains Yarra Trams
in Melbourne, the world's largest light rail network, and also Gold Coast
light rail in Queensland.

In April this year, Keolis Downer acquired Australian Transit Enterprises,
one of Australia's largest route, school and charter bus businesses with a
fleet of over 900 buses in South Australia, Western Australia and Queensland.

Keolis Downer is focused on growth in light rail, heavy rail and bus
operations. As I mentioned earlier, it is a member of Activate, one of two
consortia short-listed to deliver Canberra's new light rail system.

Keolis Downer is also partnering with Kiwirail in a bid to operate and
maintain Wellington's regional passenger rail services from 2016.

Ladies and gentlemen, at our full year results announcement in August we
noted that Downer's business mix has provided a sound base to navigate the
current decline in our mining based markets. We are number one or two in
virtually all of the markets in which we operate, and we have a high
proportion of government related work in both Australia and New Zealand.

We expect the current low levels of mining related capital expenditure to
continue through 2016 and customers across the board to focus on costs and
efficiency as the broader economy feels the impact of low commodity prices.

Downer will continue to build and grow. We will invest in our existing
businesses, including the major road, rolling stock and light rail
opportunities, and look to expand through well targeted acquisitions or joint
ventures.

In our 2015 result announcement in August, Downer provided profit guidance
for the current 2016 financial year of NPAT of $190 million. At this point in
the year, whilst some of our markets are challenging, I confirm this
guidance.

Ladies and gentlemen thank you very much and I would now like to hand the
meeting back to the Chairman.
End CA:00272835 For:DOW    Type:ADDRESS    Time:2015-11-04 12:24:14