FLETCHER BUILDING LIMITED — AGM Information 2014

Sep 17, 2014

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Important dates

~~Notice of Annual Shareholders~~ ’ ~~Meeting.~~ 2014

Notice is hereby given that the annual meeting of shareholders of Fletcher Building Limited will be held in the Level 4 Lounge, Corporate Entry G, South Stand, Eden Park, Reimers Avenue, Mt Eden, Auckland, New Zealand, on Tuesday, 21 October 2014 commencing at 10.30am.

All times are given in New Zealand time.

Record date for voting entitlements for the annual meeting.

17 October 2014, 5.00pm

Latest time for receipt of postal votes and proxy forms.

19 October 2014, 10.30am

Annual meeting of shareholders.

21 October 2014, 10.30am

Arriving by car

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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.

By public transport

Eden Park is well served by rail and bus services. Kingsland train station is immediately opposite the Park. For online information go to: at.govt.nz/bus-train-ferry For full route, timetable and fare information call AT Public Transport Contact Centre on:

09 366 6400 0800 10 30 80

Fletcher Building Limited 2014 Notice of Meeting

This notice constitutes the notice of meeting for the 2014 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

Ordinary resolutions

Shareholders will be asked to consider, and if thought appropriate, pass the following ordinary resolutions:

Appointment of directors

1. That Sir Ralph Norris be elected as a director of the company.

2. That Alan Jackson be re-elected as a director of the company.

3. That Cecilia Tarrant be re-elected as a director of the company.

4. That Gene Tilbrook be re-elected as a director of the company.

Auditor’s remuneration

1. That the directors be authorised to fix the remuneration of KPMG as auditor for the ensuing year. Further details are contained in Explanatory note 2.

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Sir Ralph Norris

Alan Jackson

BEng (Hons), PhD (Auckland), MBA

FNZIM, HFIITP, KNZM, Hon.DBus (University of New South Wales)

(IMD Management Institute)

Independent Non-Executive Director Chairman of the Remuneration Committee and member of the Nominations and Health and Safety Committees

Independent Non-Executive Director Member of the Nominations and Health and Safety Committees

• First appointed 1 April 2014

Sir Ralph, 65, retired as managing director and chief executive officer of First appointed 1 September 2009 the Commonwealth Bank of Australia Dr Jackson, 61, was until 2009 chairman in November 2011 following a 40 year Australasia, senior vice president and career in the banking sector in Australia director of The Boston Consulting Group. and New Zealand, including as chief Dr Jackson has been an international executive officer of ASB Bank. He is a management consultant since 1987 and former chief executive officer of Air has proven experience at the most senior New Zealand. Sir Ralph is a director of levels of international and government Fonterra Co-Operative Group, Fonterra business. Dr Jackson has worked across Shareholders’ Fund, Origin Energy, New a range of industries including resources, Zealand Treasury and Fletcher Building diversified industrials, building products Industries. He is a member of the NZ and construction sectors including as Olympic Advisory Committee and the chairman of Housing Corporation New Juvenile Diabetes Research Foundation Zealand. Dr Jackson is a Fellow of the Advisory Board and trustee of Business Institution of Professional Engineers. He is Mentors New Zealand. He also served as a director of Delegat’s Group and Fletcher an independent non-executive director of Building Industries and chairman of Fletcher Building from 2001 to 2005. Thorough Vision Pty.

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Cecilia Tarrant

LLB (Hons), LLM (Berkeley)

Independent Non-Executive Director Member of the Audit and Risk, Nominations and Health and Safety Committees

First appointed 10 October 2011

Ms Tarrant, 53, has over 20 years of experience in international banking and finance, having worked as a lawyer and an investment banker in the USA and Europe. Prior to returning to New Zealand, she was a managing director at Morgan Stanley in London. She is a director of Fletcher Building Industries, Annuitas Management and Shopping Centres Australasia Property Group Trustee NZ and deputy chairman of the Government Superannuation Fund Authority. Ms Tarrant is also a member of The University of Auckland Council, a trustee of The University of Auckland Foundation and an executive-in-residence at The University of Auckland Business School.

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Gene Tilbrook

BSc, MBA (University of Western Australia)

Independent Non-Executive Director Member of the Audit and Risk, Nominations and Health and Safety Committees

First appointed 1 September 2009

Mr Tilbrook, 63, was finance director at Wesfarmers until his retirement in May 2009. He led Wesfarmers’ business development group, becoming executive director, business development in 2002 and finance director in 2005. Mr Tilbrook is a director of Fletcher Building Industries, Orica, Aurizon Holdings and the GPT Group. He is a councillor of Curtin University of Technology and of the Australian Institute of Company Directors (WA).

Procedural notes

Explanatory notes

Explanatory note 1: 1. Voting (c) Appoint a proxy to vote 5. Voting form updating Yarra Falls Appointment of directors Voting on all resolutions put Alternatively, you may appoint a proxy To assist shareholders wishing to 452 Johnston Street Sir Ralph was appointed as a director of before the meeting shall be by to attend the meeting and vote on exercise their voting rights at this Abbotsford, VIC 3067, Australia the Company by the Board from 1 April a show of hands or poll at the your behalf. To do this you should annual shareholders’ meeting, 2014. Pursuant to clause 28.3 of the discretion of the chairman of the complete the Voting Form, including whether in person, by proxy or by 7. Voting process constitution of the company and NZSX meeting. Shareholders can, and are the proxy appointment, and return it post, the Voting Form and shareholder All items of business are ordinary listing rule 3.3.6 and ASX listing rule 14.4, encouraged to, exercise their right to the share registrar for receipt by attendance card accompanying resolutions and are required to be any director appointed by the board may to vote by casting a postal vote if 10:30am on 19 October 2014. If you this Notice of Meeting have been passed by a simple majority of the only hold office until the next annual they cannot attend the meeting in appoint a director as your proxy, then personalised with individual votes of those shareholders entitled shareholders’ meeting, at which point person. Results of the voting will any undirected proxies granted to the shareholder details. The Voting Form to vote and voting on the resolutions. they are eligible for election. Accordingly, be available after the conclusion director will be voted in favour of the shows your current shareholding. If, The company secretary, Charles Bolt, Sir Ralph is eligible and offers himself of the meeting, and will be notified relevant resolutions. at 5.00pm on Friday, 17 October 2014 has been authorised by the board to for election. on the New Zealand and Australian your shareholding is different from receive and count postal votes at the Pursuant to clause 28.5 of the constitution stock exchanges. Any other matters validly raised at the meeting for If you do not plan to attend the meeting you should complete the that shown on the Voting Form, you can update the entitlement on arrival meeting. of the company and NZSX listing rule 3.3.11, one-third of the directors, or if their consideration by shareholders will, if required, be resolved by voting by poll Voting Form and return it before 10.30am, 19 October 2014. at the meeting. By order of the board, Auckland,New Zealand. number is not a multiple of three, then the or on a show of hands, as determined 6. Appointing a proxy number nearest to one-third, must retire by the chairman. 3. General business All shareholders entitled to attend

3.3.11, one-third of the directors, or if their number is not a multiple of three, then the number nearest to one-third, must retire from office at the annual meeting of the company each year. In addition, the listing rules of the ASX require each director to stand for re-election at least every three years.

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 Charles Bolt enclosed Voting Form also provides Company Secretary for the appointment of a proxy, and, 18 September 2014 if used, must be lodged at the office of the share registry, Computershare Investor Services Limited, before 10.30am, 19 October 2014.

It is possible that matters not notified in this 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 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.

2. Casting your vote

The Voting Form allows you to vote either for or against the resolutions notified in this Notice of Meeting. You may cast your vote in one of three ways:

Accordingly, Mr Jackson, Ms Tarrant, and Mr Tilbrook, being those directors who have been longest in office since they were last elected, retire by rotation. Each of them is eligible and offers themselves for re-election. All directors standing for election or re-election do so with the full support of the board.

• (a) Personal attendance

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

The addresses for the share registries are:

Explanatory note 2: Auditor’s remuneration

New Zealand

Computershare Investor Services Limited Private Bag 92119 Auckland 1142, New Zealand Level 2, 159 Hurstmere Road Takapuna Auckland 0622, New Zealand

KPMG is the existing auditor of the company and has indicated its willingness (b) Postal vote matter on your behalf, your Voting to continue in office. Pursuant to section If you wish to make a postal vote, you Form will be treated as an abstention 207T of the Companies Act 1993, KPMG should complete the Voting Form on the matter. is automatically reappointed at the annual and return it to the share registrar by meeting as auditor of the company. The 10.30am on 19 October 2014. If you 4. Entitlement to vote proposed resolution is to authorise the are unable to attend the meeting, The persons who will be entitled to directors to fix the auditor’s remuneration you are encouraged to lodge a postal vote on the resolutions at this annual for the following year for the purposes of vote. On a show of hands, each shareholders’ meeting are those section 207S(a) of the Companies Act 1993. shareholder who has cast a postal persons who will be the shareholders The board unanimously recommends that vote is counted as if they are present of the company at 5.00pm on Friday, shareholders vote in favour of Resolution 5. at the meeting; or 17 October 2014.

Australia

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