FLETCHER BUILDING LIMITED — AGM Information 2013

Sep 17, 2013

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NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2013

Notice is hereby given that the annual meeting of shareholders of Fletcher Building Limited will be held in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Auckland, New Zealand, on Wednesday, 16 October 2013 commencing at 10.30am.

Important dates

Record date for voting entitlements for the annual meeting.

11 October 2013, 5.00pm

Latest time for receipt of postal votes and proxy forms.

14 October

2013, 10.30am

Annual meeting of shareholders.

16 October 2013, 10.30am

All times are given in New Zealand time unless otherwise specified.

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R E I M E RS AV E N U E
Eden Park
WA LT E RS ROA D
ROYA L T E R R AC E
C R I C K E T AV E N U E
SA N D R I N G H A M ROA D
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Venue car parking and directions

There will be a limited number of car parks available at the South Stand (through car park entrance G, off Reimers Avenue) on a first come, first served basis. Extra parking will be available behind the ASB Stand (via car park entrance B or C, off Walters Road). Please allow for a 5–10 minute walk from there to the South Stand.

Eden Park is well served by rail and bus services. Kingsland train station is immediately opposite the Park.

For full route, timetable and fare information call AT Public Transport Contact Centre on:

09 366 6400 0800 10 30 80

For online information go to: maxx.co.nz/timetables

Fletcher Building Limited 2013 Notice of Meeting

This notice constitutes the notice of meeting for the 2013 annual shareholders’ meeting of Fletcher Building Limited (ARBN 096 046 936) (Fletcher Building or the company). You are encouraged to read this notice and the instructions on the Voting Form carefully.

Business

Explanatory notes

If you do not plan to attend the meeting you should complete the Voting Form and return it as soon as possible.

Explanatory note 1: Appointment

of directors

Pursuant to clause 28.5 of the constitution of the company and NZSX listing rule

3.3.11, one-third of the directors, or if their Ordinary resolutions number is not a multiple of three, then the number nearest to one-third, must Shareholders will be asked retire from office at the annual meeting to consider, and if thought of the company each year. In addition, appropriate, pass the following the listing rules of the ASX require each director to stand for re-election at least ordinary resolutions: every three years.

Re-election of directors

Accordingly, Mr Carter, Mr Judge and 1. That Antony John Carter be Mr Waters, being those directors who have been longest in office since they re-elected as a director of the were last elected, retire by rotation. company. Each of them is eligible and offers themselves for re-election.

1. That John Frederick Judge be re-elected as a director of the All directors standing for re-election do so with the full support of the board.

company.

Explanatory note 2: Auditor’s remuneration

1. That Ralph Graham Waters be re-elected as a director of the company.

2. KPMG is the existing auditor of the

3. company. company and has indicated its willingness

4. Auditor’s remuneration to continue in office. Pursuant to section 200(1) of the Companies Act 1993, KPMG

5. 1. That the directors be is automatically reappointed at the annual authorised to fix the meeting as auditor of the company. The remuneration of KPMG as proposed resolution is to authorise the directors to fix the auditor’s remuneration

6. auditor for the ensuing year. for the following year for the purposes of

7. Further details are contained section 197 of the Companies Act 1993. in Explanatory note 2.

The board unanimously recommends that shareholders vote in favour of Resolution 4.

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Antony John Carter BE (Hons), ME, MPhil (Loughborough) Independent Non-Executive Director

Member of the Remuneration and Nominations Committees First appointed 1 September 2010

Mr Carter, 55, was previously managing director of Foodstuffs (Auckland) and Foodstuffs (New Zealand), New Zealand’s largest retail organisation, and a director of a number of related companies. He has extensive experience in retailing, having joined Foodstuffs in 1994 and from having owned and operated several Mitre 10 hardware stores, and was a director and later chairman of Mitre 10 New Zealand. Mr Carter is chairman of Fisher & Paykel Healthcare, Air New Zealand (with effect from 27 September) and the Blues LLP (with effect from 1 September), a director of ANZ Bank New Zealand and Fletcher Building Industries, co-chair of the NZ Initiative and a trustee of the Maurice Carter Charitable Trust.

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John Frederick Judge BCom, FCA, MPP, FINSTD Independent Non-Executive Director

Chairman of the Audit and Risk Committee and member of the Nominations Committee First appointed 9 June 2008

Mr Judge, 60, has considerable experience in Australasian business and brings financial and analytical knowledge to the board. His career includes various roles within Ernst & Young culminating in the position of Chief Executive of Ernst & Young New Zealand. He is chairman of ANZ Bank New Zealand and the Auckland Art Gallery Foundation, a director of Fletcher Building Industries and a member of the Otago University Business School advisory board.

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Ralph Graham Waters CPEng, FIE Aust, M Bus Independent Non-Executive Chairman of Directors

Chairman of the Nominations Committee First appointed 10 July 2001

Mr Waters, 64, has extensive management experience in the Australasian building products industry including as managing director of Email, a major Australian industrial company, and until 31 August 2006 as the chief executive officer and managing director of Fletcher Building. He is chairman of Woolworths, Fletcher Building Industries and the ICC Cricket World Cup 2015 and is a director of Asciano. Mr Waters is a Chartered Professional Engineer and a Fellow of the Institution of Engineers Australia.

Procedural notes

(b) Postal vote

1. Voting

If you wish to make a postal vote, you should complete the Voting Form and return it to the share registrar by 10.30am on 14 October 2013. If you are unable to attend the meeting, you are encouraged to lodge a postal vote. On a show of hands, each shareholder who has cast a postal vote is counted as if they are present at the meeting; or (c) Appoint a proxy to vote Alternatively, you may appoint a proxy to attend the meeting and vote on your behalf. To do this you should complete the Voting Form, including the proxy appointment and return it to the share registrar by 10.30am on 14 October 2013. Voting on all resolutions put before the meeting shall be by a show of hands or poll at the discretion of the chairman of the meeting. Shareholders can, and are encouraged to, exercise their right to vote by casting a postal vote if they cannot attend the meeting in person. Results of the voting will be available after the conclusion of the meeting, and will be notified on the New Zealand and Australian stock exchanges. Any other matters validly raised at the meeting for consideration by shareholders will, if required, be resolved by voting by poll or on a show of hands, as determined by the chairman.

2. Casting your vote

If you appoint a director as your proxy, then any undirected proxies granted to the director will be voted in favour of the relevant resolutions. The Voting Form allows you to vote either for or against the resolutions notified in the Notice of Meeting. You may cast your vote in one of three ways:

3. General business

• (a) Personal attendance

It is possible that matters not notified in the Notice of Meeting may be raised for consideration at the meeting. While these matters cannot by virtue of section 109 of the New Zealand Companies Act 1993 be binding on the company, you may wish to nominate a proxy to vote on If you wish you can attend the annual meeting and vote. Voting will be by way of a show of hands or poll, at the discretion of the chairman. You must bring the Voting Form with you to the meeting in case voting is held by way of a poll; or

matters so raised. To do so, mark the relevant box on the Voting Form, and identify the proxy holder in the space provided. You may nominate the chairman or any other director as your proxy if you so wish. Unless a proxy holder is identified, and you have confirmed that you want that person to have the discretion to vote on any matter on your behalf, your Voting Form will be treated as an abstention on the matter.

4. Entitlement to vote

The persons who will be entitled to vote on the resolutions at this annual shareholders’ meeting are those persons who will be the shareholders of the company at 5.00pm on Friday, 11 October 2013.

5. Voting form updating

To assist shareholders wishing to exercise their voting rights at this annual shareholders’ meeting, whether in person, by proxy or by post, the Voting Form and shareholder attendance card accompanying this Notice of Meeting have been personalised with individual shareholder details. The Voting Form shows your current shareholding. If, at 5.00pm on Friday, 11 October 2013 your shareholding is different from that shown on the

Voting Form, you can update the entitlement on arrival at the meeting.

6. Appointing a proxy

All shareholders entitled to attend and vote at this annual shareholders’ meeting are entitled to appoint a proxy to attend and vote for them in their place. The proxy need not be a shareholder of the company. The enclosed Voting Form also provides for the appointment of a proxy, and, if used, must be lodged at the office of the share registry, Computershare Investor Services Limited, before 10.30am, 14 October 2013.

The addresses for the share registries are:

New Zealand Computershare Investor Services Limited Private Bag 92119 Auckland 1142, New Zealand

Level 2, 159 Hurstmere Road Takapuna Auckland 0622, New Zealand

Australia

Computershare Investor Services Pty Limited, GPO Box 2975 Melbourne, VIC 3001, Australia

Yarra Falls

452 Johnston Street Abbotsford, VIC 3067, Australia

7. Voting process

All items of business are ordinary resolutions and are required to be passed by a simple majority of the votes of those shareholders entitled to vote and voting on the resolutions. The company secretary, Martin Farrell, has been authorised by the board to receive and count postal votes at the meeting.

By order of the board, Auckland, New Zealand.

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Martin Farrell

Company Secretary 17 September 2013

Notes

1. Voting will be by show of hands or poll at the discretion of the chairman and you may cast your vote in one of three ways as described below. You may abstain from voting on one or more of the resolutions.

• (a) Attending and voting in person – You should bring this Voting Form to the meeting and hand the Attendance Card to the share registry at the entrance to the meeting.

• (b) Casting a postal vote – You may cast a postal vote on one or more of the resolutions by completing the FOR or AGAINST boxes, signing this Voting Form and returning it to the share registrar by 10.30am (New Zealand time) Monday, 14 October 2013. If you wish to appoint a proxy to vote on your behalf in respect of any other matters that may properly be raised at the Meeting, you should tick the YES box overleaf and complete the appointment of proxy details overleaf.

• (c) Appointing a proxy – You may appoint a proxy to attend the Meeting and give the proxy a discretion as to how to vote on the resolutions by completing the PROXY DISCRETION box overleaf, completing the proxy advice details, signing this Voting Form and returning it to the share registrar by 10.30am (New Zealand time) Monday, 14 October 2013. Note: if you appoint the chairman or any other director as your proxy, then any undirected proxies granted to the director will be voted in favour of the relevant resolutions.

2. The Voting Form and Attendance Card have been personalised with individual shareholder details. If your shareholding is different from that shown on the Voting Form, you can update the entitlement on arrival at the meeting. This updating procedure automatically applies to voting by post or by proxy on a poll at the meeting.

3. If you have decided how to vote on the resolutions simply complete the Voting Form, sign it and return it to the share registrar by 10.30am (New Zealand time) on Monday, 14 October 2013. If you complete the FOR or AGAINST boxes your vote will be treated as a postal vote. You may appoint a proxy and give that proxy discretion to vote on the resolutions by completing the PROXY DISCRETION box overleaf. In addition, you may still consider it appropriate to appoint a proxy for any other matters that may arise at the meeting. Further commentary on the appointment of a proxy is given in the Procedural Notes section of the notice of meeting.

If this Form has been signed under a power of attorney, a copy of that power of attorney (unless already deposited with the company) and a signed certificate of non-revocation of the power of attorney must be produced to the share registrar with this Form.

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FREEPOST AUTHORITY NUMBER 168759

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Computershare Investor Services Limited Private Bag 92119 Auckland 1142

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Mailing instructions

1. If mailing from within NZ use this Voting Form as a reply paid envelope by following these instructions: Tear off attendance card>Fold along line indicated>Seal with tape.

2. If mailing from within Australia, use the enclosed Australian reply paid envelope.

3. If mailing from outside NZ or Australia, place the form in an envelope and affix necessary postage from country of mailing.

Fletcher Building Limited 2013 (ARBN 096 046 936) Annual Shareholders’ Meeting

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~~ShAreholderS’ VoTiNg ForM~~

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Attendance card

10.30am Wednesday, 16 October 2013, Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Auckland.

If you plan to attend the meeting, please bring this Attendance Card and Voting Form with you. If you do not plan to attend the meeting, you may cast a postal vote or appoint a proxy to vote at the meeting. More detailed instructions are given overleaf and in the notice of meeting. Either mark the relevant box if voting all your shares or enter applicable number of shares. Sign and date the completed Voting Form.

Shareholder/CSN number: Shares held:

Voting form

Fletcher Building 2013 Annual Shareholders’ Meeting

	Shareholder name: Shareholder/CSN number: Shares held:
	resolutions To elect three directors 1. Antony J Carter 2.John F Judge 3. Ralph G Waters Auditor’s remuneration 4. To authorise the directors to fix the fees and expenses of KPMG as the company’s auditor Other business My proxy is authorised to vote at their discretion on any other matters put before the annual meeting Yes No For Against Proxy Discretion Abstain

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Appointment of proxy

If you mark any of the PROXY DISCRETION or YES boxes above, you must appoint a proxy. This may be the chairman or any director if you so wish.
I/We (full name)
of the address above and being a shareholder of Fletcher Building Limited hereby appoint:
Name of Proxy(full name) of (address)
or failing him/her:
Name of Proxy(full name) of (address)
as my/our proxy to vote for me/us on my/our behalf where a discretion has been given on the resolutions set out in the notice of meeting, and on any other matters
appropriately put to the annual meeting of shareholders to be held in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue, Auckland at 10.30am on
Wednesday, 16 October 2013, and at any adjournment or postponement of that meeting. Unless otherwise instructed, my/our proxy may vote as he/she sees fit.

To be completed by all shareholders

I hereby exercise my voting rights and confirm any relevant appointments as set out above. (Note: Joint holders should all sign)
Signed this Day of 2013 Signature(s)