FLETCHER BUILDING LIMITED

Building communities, building lives.

2017 Annual Shareholders’ Meeting 25 October 2017

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Fletcher Building Annual Shareholders’ Meeting 2017

Building communities, building lives.

Sir Ralph Norris Chairman

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Fletcher Building Annual Shareholders’ Meeting 2017

Directors

Sir Ralph Norris (Chairman) John Judge

Dr Alan Jackson Bruce Hassall

Tony Carter

Cecilia Tarrant Steve Vamos

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Fletcher Building Annual Shareholders’ Meeting 2017

Meeting agenda

FY17 review

Overview of FY17 financial performance
Construction Division update
Board actions
FY17 performance by Division
Progress on turnaround strategies

FY18 outlook

CEO appointment
Strategic review
FY18 outlook and earnings guidance

ASM procedures

Voting on resolutions
Q&A

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4 Fletcher Building Annual Shareholders’ Meeting 2017

Building communities, building lives.

2017 Performance Overview

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Fletcher Building Annual Shareholders’ Meeting 2017

2017 financial performance overview

Operating earnings before significant items m $525

23%

Net earnings before significant items m $321

23%

Revenue $9,399m 4% Total dividend per share

39c Flat YoY

Basic earnings per share before significant items 46.3c 24%

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6 Fletcher Building Annual Shareholders’ Meeting 2017

Divisional performances

EBIT¹ NZ$m

Stripping out B+I, Group EBIT was up 20% YoY and NZ EBIT was up c30%

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+6%
267 +10%
252²
+27%
193 +55%
169 176
133 130
84 78
(63) (30)
(204)
Building Products International Distribution Residential & Land Construction Corporate
Development
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1. Before significant items 2. FY2016 Building Products EBIT adjusted for divestment of Rocla Quarries and Pacific Steel

FY 2016 FY 2017

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7 Fletcher Building Annual Shareholders’ Meeting 2017

Building communities, building lives.

Construction Division Update

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Fletcher Building Annual Shareholders’ Meeting 2017

Construction in context

•

• • • • •

•

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9 Fletcher Building Annual Shareholders’ Meeting 2017

What we said we would do, and what we have done

Improve business and project governance

→ New financial management system in place for B+I, Infrastructure and South Pacific, with project reporting now standardised

→ Monthly reviews of all projects by Construction Leadership Team (CLT)

→ Monthly reviews of all major projects by the CEO and Executive

→ FB Board undertakes regular operational review meetings with the CLT

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2
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Improve commercial and construction expertise

→ Recruitment of Board Director with deep construction and contracting experience →Chief Executive Michele Kernahan – strong commercial expertise, led the Christchurch rebuild

→B+I General Manager David Kennedy 30+ years experience in construction + Balfour Beatty UK

→ Highly experienced CLT, all internally appointed:

o David Geor, Infrastructure o Brent Leach, South Pacific o Ken Lotu-I’iga, Higgins → Significant recruitment in 2017 to lift skill base and augment capability – focus on project management/delivery/operations, risk and commercial management

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10 Fletcher Building Annual Shareholders’ Meeting 2017

What we said we would do, and what we have done

Introduce more 3 commercial rigour around bids

→ Revised bidding process has been in place since the start of 2017

→ Bid criteria established – focussed on what we can win and what will deliver/exceed bid margins in today’s environment

→ Stage gate approval process – improved oversight of risks and mitigations

→ Board now appoints a Subcommittee to review and make recommendations on major projects

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4
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Focus on key sectors → Better coordinated approach across FB businesses on key construction clients and clients

→ Focus on specific industry sectors and clients – strength of relationship and acceptable risk profiles

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11[Fletcher Building ][Annual Shareholders’ Meeting 2017]

KPMG review findings: key projects

→ Highly challenging project with significant remaining risks

International Convention Centre / Hobson Street Hotel (B+I)

→ High staff turnover has had major adverse impact

→ New, stable leadership team is improving organisation and morale

→ Forecast outcome materially worse than previously expected

→ Significant ongoing judgment required to account for unknown and unquantifiable risk

→ Well-run project, forecast outcome consistent with FB expectation

Commercial Bay (B+I)

→ Many complex technical aspects successfully worked through

→ High percentage of subcontracting work contracted

Puhoi to Warkworth & Hamilton City Edge Expressway (Infrastructure)

→ Well-run projects, strong partners

→ Relatively early-stage, major earthworks to be undertaken over next two years – dependent on weather and terrain

→ Forecast outcomes broadly consistent with FB expectation

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12 Fletcher Building Annual Shareholders’ Meeting 2017

KPMG review findings: project governance

→ Need to implement standardised approach to tender process, project management, control environment, design management, and risk and opportunity management across B+I

Building + Interiors

→ Increased use of “design & build” contracts and design novation underscores importance of tendering and design management expertise
→ Deficiencies in processes and project controls have been key contributors to NZICC issues – new team addressing issues, but will take time to embed

→ Opportunities to better-integrate JDE into project management

→ Opportunities to adopt areas of good practice observed on Infrastructure projects

Infrastructure

→ Governance and management processes, systems and controls are robust, clearly-defined and comprehensive

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13 Fletcher Building Annual Shareholders’ Meeting 2017

Construction Division – future focus

SAFETY DELIVERY TALENT BIDDING SYSTEMS

All our people going home safe every day

Strengthened project management talent, robust governance, clear accountabilities, client focus Attracting and retaining the best people in the industry, investment in leadership and capability

Disciplined approach to winning new work, strengthened governance and a focus on long-term profitable growth Stronger finance and IT systems improving our ability to forecast, manage and control performance

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14 Fletcher Building Annual Shareholders’ Meeting 2017

Building communities, building lives.

Board Actions

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Fletcher Building Annual Shareholders’ Meeting 2017

Board actions

Board renewal

→ Appointment of a Director with deep construction and contracting experience will strengthen Board and Audit and Risk Committee

→ Additional Director will be appointed as part of standard renewal process

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2
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Director fee → Board resolved to reduce all Directors fees by 20%, effective immediately freeze → Maintain existing requirement for Directors to acquire a holding of at least 20,000 shares as a condition of their appointment – not common amongst largest listed companies in NZ and ensures financial alignment between Board and shareholders

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→ Updated Shareholder Communications Policy, reflecting industry best practice Best-practice communications → Continue to provide timely and relevant information to all shareholders

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Fletcher Building Annual Shareholders’ Meeting 2017

We have strong foundations

People engagement

Employee engagement index

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85
66 67 69
FB FY16 FB FY17 INDUSTRY FB TOP 25%
NORM*
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Leadership capability

3,000+

Leadership program participants FY14-FY17

Results of FBuSay employee engagement survey

Industry norm = composite of Manufacturing, Heavy Building Products and Retail sectors

** FB Top 25% = the top 25% of FB teams with the highest engagement

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Fletcher Building Annual Shareholders’ Meeting 2017

We have strong foundations

Safety performance

Total reportable injury frequency rate has reduced from 57.5 in 2006 to 6.8 in 2017. Major new safety initiative launched in 2017 – Protect.

YEARS

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Total reportable injury frequency rate, measured as the sum of lost time and medical treatment hours, per million employee and contractor hours

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18 Fletcher Building Annual Shareholders’ Meeting 2017

Building communities, building lives.

FY17 Performance by Division

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Fletcher Building Annual Shareholders’ Meeting 2017

Fletcher Building’s divisional structure

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Fletcher Building Annual Shareholders’ Meeting 2017

Building Products Division

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Chief Executive: Matt Crockett Approx. 3,900 people employed
Local investment and
Over 80 manufacturing sites in
high quality standards a
NZ and AU
competitive advantage
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HIGHLIGHTS

→ Increased volumes, revenues and EBIT in NZ concrete and aggregates value chain
→ Solid growth in demand for plasterboard and increased price for insulation
→ Good EBIT improvement in plastic pipes, turnaround in Australia → Looking for further opportunities to achieve price increases

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Fletcher Building Annual Shareholders’ Meeting 2017

Distribution Division

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Chief Executive: Dean Fradgley Approx. 6,000 people employed
Over 330 retail sites in Customer leading focus a
NZ and AU competitive advantage
HIGHLIGHTS
→ Very good result across NZ building supplies, and NZ and AU steel
distribution businesses – EBIT more than 20% higher than FY16
→ PlaceMakers and Mico benefiting from heightened levels of activity in
the NZ building and construction markets
→ Turnaround in Tradelink gaining some momentum, but still a long way
from achieving acceptable returns
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22 Fletcher Building Annual Shareholders’ Meeting 2017

International Division

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Interim Chief Executive: Approx. 5,500 people employed Mitch Quint Operations across Europe, North Significant focus on innovation America and Asia for competitive advantage HIGHLIGHTS → Formica group hitting $88m of EBIT, including a $21m positive swing in EBIT of Formica Europe → First time there has been positive momentum in all three Formica regions → Laminex NZ and AU proved to be a robust performer in all regions except Western Australia

HIGHLIGHTS

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Residential and Land Development Division

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Chief Executive: Steve Evans 11 developments in Auckland
Aspiration to deliver 1,000
5 developments in Canterbury
homes per year
HIGHLIGHTS
→ Increase in residential units sold following investment in land and
builds
→ Still very strong demand for new houses in Auckland, while
Christchurch market is well supplied
→ Significant profits derived from the Land Development business,
mainly due to sale of large James Fletcher Drive site
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* Sales or construction underway

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Construction Division

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Chief Executive: Approx. 4,400 people employed Michele Kernahan Significant government focus on Higgins delivered 15% ROFE infrastructure investment in its first year post acquisition in NZ and AU HIGHLIGHTS

→ Infrastructure benefitted from completion of Waterview Tunnel plus MacKay’s to Peka Peka road
→ Higgins had very successful first year delivering $39m of EBIT, joining Kaikoura rebuild alliance and being integrated into Construction division
→ Strong year for South Pacific with 18% improvement in EBIT after completing a number of large contracts

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25 Fletcher Building Annual Shareholders’ Meeting 2017

Turnaround strategies progress

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→AUSTRALIA

→ $27m turnaround over last two years due to restructured product offering, manufacturing site improvements and cost overhead reductions

→ Further upside now reliant on improved industry dynamics

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→EUROPE

→ $21m swing to positive EBIT in FY17 due to growth in local currency revenue, operational improvements of North Shields plant and overhead reductions

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→AUSTRALIA

→ Early stages of improving revenue trend centred around new store rollout, regaining share of SME wallet and stocking and delivering the right products
→ Significantly impacted by weakness in Western Australia and losses in market share

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Fletcher Building Annual Shareholders’ Meeting 2017

Building communities, building lives.

CEO Appointment

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Fletcher Building Annual Shareholders’ Meeting 2017

Introducing Ross Taylor

→ Starts 22 November 2017

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→ Impressive career in construction, real estate, manufacturing and engineering sectors
→ Worked across our core markets of NZ and Australia, plus Europe, Asia and USA
→ Most recently CEO of UGL, an international engineering, services, construction and product manufacturing business, acquired by CIMIC in early 2017
→ Prior to this Managing Director and CEO of Tenix, and before that various senior positions with Lend Lease
→ Proven experience leading business turnarounds and improving performance and shareholder returns
→ Direct experience across a range of our core sectors – housing, manufacturing and construction
→ Focus on people and culture, safety performance, client and customer satisfaction and sustainability

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Building communities, building lives.

Strategic Review

Fletcher Building Annual Shareholders’ Meeting 2017

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Strategic review

→ CEO to lead review of Fletcher Building strategy, alongside Executive Team and Board

→ Executive Team and Board have commenced a review of current business performance and the competitive landscape to assist this process

→ We continually review our portfolio to ensure we are allocating capital in a way that delivers the most value to our shareholders

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30 Fletcher Building Annual Shareholders’ Meeting 2017

Building communities, building lives.

FY18 Outlook and Earnings Guidance

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Fletcher Building Annual Shareholders’ Meeting 2017

FY18 outlook

New Zealand

→ Overall market remains robust, but with low-growth – impacted by resource constraints, unusually wet weather in Q1, and anticipation of new government policy
→ Building materials and distribution businesses recording flat to low single-digit YoY growth

→ Strained supply chains creating some cost headwinds

→ House prices in Auckland have softened slightly, though in line with expectations and sales volumes are solid – fullyear volume dependent on consent and development timelines

Australia

→ Overall market flat to slightly down – eastern seaboard solid, WA still struggling
→ Turnarounds are key to full-year performance: Tradelink, Fletcher Insulation, Rocla, Iplex
→ Cost headwinds on energy

Rest of World

→ Modest growth in local currency terms, Formica trading to plan

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32 Fletcher Building Annual Shareholders’ Meeting 2017

Earnings guidance

Given the uncertainty in estimating the final outcomes of the major B+I projects, and the resulting impact on in-year earnings, Fletcher Building is separating guidance of the B+I business from the remainder of the Group’s earnings.

: FY18 earnings before interest & tax (EBIT)[(1)]

Fletcher Building excl. B+I: B+I:

$680m to $720m

Estimated loss of $160m

Fletcher Building will provide regular updates to shareholders on performance of the B+I business and progress on key projects. Updates to take place at half-year results (February), May, full-year results (August), and Annual Shareholders’ Meeting (October).

Fletcher Building will maintain its standard disclosure obligations on the FY18 earnings guidance for the Group excluding B+I.

(1) EBIT is pre-significant items

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33 Fletcher Building Annual Shareholders’ Meeting 2017

Building communities, building lives.

Electronic voting instructions

Fletcher Building Annual Shareholders’ Meeting 2017

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Handset instructions – inserting your smartcard

The smartcard should be inserted into your handset
If the smartcard is not inserted into your handset please do so now
Make sure the chip at the bottom of the smartcard is inserted and facing you
A welcome message will briefly appear when the card is inserted correctly
You will then be returned to the holding screen where your name will now appear at the top of the display

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35 Fletcher Building Annual Shareholders’ Meeting 2017

Handset instructions – casting your vote

When the chairman opens the poll, instructions will appear in the device screen.
Use the red triangle, green square and blue track ball to select/navigate through the screens.

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36 Fletcher Building Annual Shareholders’ Meeting 2017

Handset instructions – casting your vote

Voting options will appear on the screen. Press:

Button 1 to vote for

Button 2 to vote against

Button 3 to withhold your vote

Confirmation that your vote has been received will appear on the screen.

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37 Fletcher Building Annual Shareholders’ Meeting 2017

Handset instructions – casting your vote

Confirmation that your vote has been received will appear on the screen
To change your vote, simply enter your new choice (1, 2 or 3) to overwrite your previous selection
If you wish to cancel your vote, press the ‘X’ button

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Fletcher Building Annual Shareholders’ Meeting 2017

Voting via Lumi AGM app

A voting icon will appear on the navigation bar
Select one of the options to cast your vote

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Fletcher Building Annual Shareholders’ Meeting 2017

ASM voting

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40 Fletcher Building Annual Shareholders’ Meeting 2017

Resolution 1: Election of Bruce Hassall as a director of the company

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Fletcher Building Annual Shareholders’ Meeting 2017

Resolution 2: Re-election of Cecilia Tarrant as a director of the company

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Fletcher Building Annual Shareholders’ Meeting 2017

Resolution 3: Auditor’s remuneration

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Fletcher Building Annual Shareholders’ Meeting 2017

Building communities, building lives.

Q&A

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Fletcher Building Annual Shareholders’ Meeting 2017

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Annual Shareholders’ Meeting 2017

Chairman Speech

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Annual Shareholders’ Meeting 2017

Chairman Speech

CHAIRMAN

Welcome

Good morning ladies and gentlemen and welcome to the 2017 Annual Shareholders’ Meeting of Fletcher Building Limited. My name is Ralph Norris, and I am the Chairman of the Fletcher Building Board of Directors.

I advise that a quorum is present and the meeting is duly constituted.

We are in a beautiful and significant building for today’s meeting. Auckland Museum is a non-smoking venue. Please exit the building if you wish to smoke. In the unlikely event of an emergency, please follow the instructions of Museum hosts, who will get you out the exits and to safety.

This year, as part of our ongoing commitment to making our meetings accessible to as many shareholders as possible, we are pleased to extend a warm welcome to those participating online through our virtual meeting provided by our share registrar Computershare.

Before commencing the business of the meeting, I’d be grateful if those joining us in person could please make sure your phone is on silent and that you use the Lumi AGM app purely for voting and asking questions. This will allow more people to use it to view the meeting remotely and not tie up bandwidth at the venue here today.

There will be opportunities for shareholders to ask questions later in the proceedings. If you are using the Lumi AGM app on your phone, tablet or desktop PC, you can ask questions by clicking on the question icon in the navigation bar at the bottom of the screen. You will receive confirmation that your message has been received. Please note that due to time constraints we may not be able to address all questions today. Questions sent via the Lumi AGM app will also be moderated to avoid repetition, and if questions are particularly lengthy we may need to summarise them, for reasons of brevity. In the event that we are unable to address your question in the time available today, your question will be answered by email or post after the meeting.

For further instructions please refer to the Virtual Meeting Guide that has been sent to shareholders and is also available on the info screen in the Lumi AGM app.

If you are sitting in the room and want to use the Lumi AGM app on your smartphone to vote and you haven’t already downloaded the app then you should do so now according to the instructions distributed at the entrance. There are also people in the room that will be able to provide you with any assistance.

Directors

Before commencing the business of the meeting, let me introduce my fellow directors.

On my immediate right is John Judge. John has considerable executive experience in Australasian business including most recently as the Chief Executive of Ernst &

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Young New Zealand. He is Chairman of the ANZ Bank New Zealand and the Auckland Arts Festival Trust, a director of The New Zealand Initiative, and a member of the Otago University Business School Board of Advisors. John will be retiring from the Board at the end of this meeting, having served 9 years on the Board.

Next to John is Alan Jackson, who was appointed to the board in 2009. A Civil and Construction Engineer in his earlier career, Alan holds a PHD in Civil Engineering and is a Fellow of Engineering New Zealand. He has been an international consultant since 1987 and was until 2009 the Australasian Chairman and a director of The Boston Consulting Group. He has proven experience at the most senior levels of international and government business. He is a director of Delegat Group and Chairman of New Zealand Thoroughbred Racing.

Next to Alan is Bruce Hassall, who was appointed to the board in March this year. He was the CEO and a Senior Partner of PwC New Zealand until mid-2016 when he ended his 30 year career with the company. He is an Independent Non-Executive Director of the Bank of New Zealand, Chairman of The Farmers Trading Company and Non- Executive Director of Prolife Foods and Fletcher Building Industries Limited. He serves as a member of the Advisory Board at the University of Auckland Business School and was a founding board member of the New Zealand China Council.

Next to Bruce is Tony Carter, who joined the board in 2010. Tony trained as a chemical engineer, was previously Managing Director of Foodstuffs Auckland and Foodstuffs New Zealand and has extensive experience in retailing, including as a previous director and later Chairman of Mitre 10 New Zealand. Tony is currently Chairman of Fisher & Paykel Healthcare, Air New Zealand, and the Auckland Blues, and is a director of ANZ Bank New Zealand and Avonhead Mall.

On my left is Charles Bolt, our Company Secretary and General Counsel.

Next to Charles is Cecilia Tarrant, who joined the board in 2011. She has over 20 years' experience in international banking and finance, as both a lawyer and an investment banker, in the United States and Europe. Cecilia is a director of SEEKA and Payments NZ, chairman of the Government Superannuation Fund Authority, a member of the University of Auckland Council and a trustee of the University of Auckland Foundation. Cecilia is also an executive-in-residence at The University of Auckland Business School.

Next to Cecilia is Steve Vamos, who joined the board in 2015. He has more than thirty years’ experience in the Information Technology and online media industry and has lived and worked in Australia, the USA and Asia. Steve currently serves as a non-executive Director of Telstra and is a member of the Advisory Board of the University of Technology Sydney Business School.

Meeting agenda

We are here today to be accountable to our shareholders, to keep you informed about what is happening across the business, and to update you about further losses we have incurred in the Building + Interiors business unit of our Construction Division, as announced to the market this morning.

These losses, which I will go into in detail shortly, have been reflected in our earnings guidance for 2018. Today we will provide further transparency about how these issues occurred, the remedial action we have taken, and the risk profile that

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remains across our legacy projects.

Please be assured that a considerable amount of remedial action has taken place in the last year by the Board, the Executive Team and the Construction Leadership Team.

We have improved business and project governance; improved systems and processes; improved the construction and commercial capability of the Construction Division; and introduced more commercial rigour around the bidding process.

I strongly believe that these actions will address the issues we have experienced over the long term by ensuring our approach to bidding for, contracting and managing future projects is greatly enhanced.

However, these measures will only go so far in altering the trajectory of our legacy projects that commenced some time ago.

I understand many of you will want to understand how these issues arose in the first place, and I will go through this in detail soon.

At this point I want to offer my personal apology to our shareholders. Mistakes have been made and responsibility ultimately rests with the Board. As we stated at our full year results briefings, we fully accept this responsibility.

Our focus now is on delivering these legacy projects to the highest quality for our clients, and mitigating future losses. We recognise our shareholders will want transparency over the remaining risk profile attached to our Building + Interiors project pipeline.

Construction is a dynamic and sometimes volatile business. Some of our projects are complex and will take a number of years to complete. During that time, as the projects develop, risks can materialise that negatively impact our financial position. Equally, upside opportunities can present themselves.

Furthermore, accounting standards require construction losses to be recognised as soon as they become probable.

And as I have said before, estimating losses on large, complex projects is difficult, and requires significant judgment based on the best information available at the time.

To provide as much clarity as possible we will report guidance in a different way this year. We will isolate Building + Interiors, and then report guidance for the remainder of the Fletcher Building business separately. We are also committing today to provide more regular updates to shareholders on the progress of the B+I projects as they are completed.

Our aim is to help our shareholders better understand the performance of the Building + Interiors business, as well as the underlying strength of our broader portfolio of businesses.

I will go through this in detail later in the proceedings.

Turning now to the agenda on slide 4 .

I will shortly provide an overview of the company’s financial performance for the

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year ended 30 June 2017 and an update on the progress we have made in the Building + Interiors business unit of the Construction Division, which I have touched on briefly now. I will then share with you the actions that the Board is proposing to take to further improve the Division, and to respond to recent feedback from our shareholders.

I will then move on to the performance of our Divisions in 2017 and the progress we are making on our turnaround strategies.

As you would have seen from our market disclosure this morning, we are very pleased to have secured a high calibre CEO appointment in Ross Taylor, who will provide strong leadership to Fletcher Building in the future. Later in the agenda I will take some time to share more about Ross’s background and expertise.

I will then outline the strategic review he will undertake upon commencement, and move on to our 2018 outlook and earnings guidance.

We will then go through the formal proceedings, which this year comprise three resolutions, as outlined in the Notice of Meeting. The resolutions will be decided by poll, based on votes cast in the room here today via the Lumi handsets and by shareholders here and online using the Lumi AGM app. Questions on a resolution will be taken before it is voted on.

Please note that voting on the resolutions is now open. For those using Lumi handsets, the resolutions should appear on your screen. For those using the Lumi AGM app on your smart phone or PC, the voting icon will appear on the navigation bar at the bottom of your screen. Once you click on this, the resolutions will appear on your screen, along with the voting options. I will talk in more detail about using the voting technology when we come to formal consideration of the resolutions later in the meeting. For those of you already familiar with the technology, if you wish you can vote any time during the proceedings until I declare the voting closed after all resolutions have been considered and voted on. You can also change your vote at any time throughout the proceedings, until voting is closed. I will give you a clear prompt later in the meeting to warn of the close in voting.

At the conclusion of voting we will then take the opportunity for general business questions and discussion, which incorporates questions from in the room and online. You can start submitting questions online now, which we will address later in the proceedings.

2017 financial performance overview

Now I would like to turn your attention to slide 6 which provides an overview of our financial performance in 2017.

Fletcher Building reported operating earnings before significant items of $525 million, which was a 23% decrease on financial year 2016. This was driven solely by the losses of the Building + Interiors business, which I will discuss shortly.

Revenue of $9.4 billion was 4% higher, while net earnings before significant items were also down 23% to $321 million.

Earnings per share before significant items were 46 cents and the final dividend of 19 cents per share was paid on 11th October and took the total dividend for the year to 39 cents per share. This corresponded to a pay-out ratio of 84%.

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Divisional performances

Turning now to slide 7 and you can see here the detail of the performance last year by each of our divisions.

The losses in the Construction division were incredibly disappointing and amounted to a $282 million reversal on the prior year’s result. B+I was the sole driver of this, as our Higgins, Infrastructure and South Pacific businesses performed well.

Elsewhere, the four other divisions in the Group all posted healthy improvements in earnings. In fact, excluding the losses incurred in the Building + Interiors business, the Group’s earnings increased by approximately 20%, and earnings from the New Zealand businesses increased around 30%.

Highlights included the performance of the International and Distribution divisions, which I will talk to in more detail a little later on, while the Residential and Land Development business also reported a large earnings improvement on last year, although this was mainly due to the sale of a large commercial property.

Construction Division update

I would now like to spend more time discussing the Construction Division.

As outlined, the situation with regard to the Building + Interiors business unit has worsened since the full year results and I will address this shortly when discussing the findings from our latest review of the B+I projects, including the findings from the independent KPMG review, which has looked in detail at the two biggest B+I projects.

First I would like to share with you the work that has been undertaken to ensure we do not find ourselves in this position again in the future.

With the Fletcher Building Executive Team, the Construction Division’s Chief Executive Michele Kernahan and her leadership team, we have identified what went wrong and we are working assiduously to fix it.

We do not seek to diminish our responsibility, but to understand why this happened it is important to understand the environment in which it occurred. Slide 9 provides some context for what we are experiencing, based on widely-reported evidence.

Our country is undergoing one of the largest infrastructure and housing booms in its history.

We operate in a globalised industry, meaning we compete with a range of international markets for the best talent.

A scarcity of skills and talent is affecting construction companies in NZ and around the world. The Ministry of Business, Innovation and Employment says that New Zealand needs 56,000 more construction staff to meet demand.

Inflation is running much higher in construction than in the wider economy, and our sector is incredibly competitive, resulting in much thinner margins that provide little room for error.

And like other contractors locally and globally, we are experiencing an increasing transfer of risk from client to contractor, as well as having to tender against international-style contracts, which are more complex and onerous than in the past. In

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commercial construction, “design & build” contracts and design novation are becoming more prevalent than in the past, posing particular challenges around tendering and design management. The size and scale of new projects is also attracting large international competitors.

It is within that broader context that our own internal challenges created the issues we experienced in 2017.

Our project pipeline in Building + Interiors grew rapidly in a short space of time, especially the number of large projects being undertaken at the same time.

As the pipeline grew there were a number of failings within the core capabilities of the Building + Interiors business, across a range of projects.

This included bid strategy, project planning and resourcing, commercial judgment around the pricing of risk, and the management of consultants.

Our project management resources became stretched, impacted by the labour scarcity of the broader sector and our own rapid growth. This was compounded by projects that presented highly complex design and engineering challenges, which were not managed or priced effectively by stretched teams.

Similar to what has happened globally, these failings occurred despite there being deep construction experience within the Building + Interiors business and the leadership of the Construction Division, across a range of complex and successful projects.

Our key learning from this is that in addition to having high-quality bid and project teams we must ensure we have more robust systems and processes which ensure an appropriate level of testing and challenge on major projects at key intervals.

As I will explain now, we are introducing these systems and processes, and in doing so, we are strengthening our ability to make effective judgements and decisions, particularly on major projects.

What we said we would do, and what we have done

Turning now to slide 10 , it is important our people, our shareholders and our customers can trust us to do what we say we are going to do. We have made a number of commitments to you all, and our actions since then will demonstrate that we remain focussed on delivering on each and every one of them.

We said we would improve business and project governance and we have.

We have made significant enhancements, which will ensure our future projects are set up for success from the outset.

We have implemented new financial management systems for the Building + Interiors, Infrastructure and South Pacific businesses. Our project reporting has been standardised; detailed monthly reviews of all projects are conducted by the Construction Leadership Team; and monthly reviews of all major projects are conducted by the CEO and Executive.

The Board undertakes regular operational review meetings with the Construction Leadership Team, ensuring ongoing oversight of our pipeline and delivery.

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We said we would improve the commercial and construction expertise of the business , and we have.

We appointed a new chief executive of the Construction Division, Michele Kernahan. Michele has worked for Fletcher Building since 1998 and understands the Company intimately. She led EQR during the Christchurch rebuild – an incredibly complex task.

Michele has greatly enhanced the commercial expertise of the Division and is providing strong leadership as the Building + Interiors business continues its turnaround.

Michele has appointed a new General Manager of the Building + Interiors business, David Kennedy. David is a highly experienced construction expert, with over 30 years’ in the industry across multiple markets. He comes to Fletcher Building from Balfour Beatty, which is one of the UK’s largest infrastructure development and construction firms.

Our broader Construction Leadership Team is also highly experienced and we are proud to say all General Managers were internally appointed. We have David Geor leading Infrastructure, Brent Leach leading our South Pacific business, and Ken LotuI’iga leading our highly successful acquisition Higgins.

Outside our leadership team we have undertaken recruitment in 2017 to lift our skill base and augment existing capability – with a strong focus on project management, project delivery and project operations, as well as risk and commercial management.

On to slide 11 now. We said we were going to introduce more commercial rigour around our bids , and we have.

A revised bidding and bid review process has been in place since the start of 2017, which now ensures tighter commercial rigour, increased profit expectations and deeper scrutiny and challenge by the Construction Division’s leadership. We are focussed on what we can win, pricing risk and determining what will deliver or exceed our margin expectations.

We have improved our oversight of risks and our ability to mitigate them through a stage gate approval process. We will not bid for projects where our criteria are not met, and this increased rigour has already resulted in the business not tendering for some projects due to the risk transfer being proposed.

And the Board now also appoints a sub-committee to review and make recommendations on bids for major projects, ensuring oversight at the highest level of the Company.

We said we would focus on key sectors and clients , and we have.

While we don’t intend to share the intimate detail of our commercial strategy for our competitors to benefit from, we are focussed on pursuing projects where we have a strong relationship with the client, and where the project presents acceptable risk profiles.

We are also getting better coordinated across all Fletcher Building businesses, to ensure our construction clients receive the best possible service we can provide.

This has been a substantial program of work implemented over the last 10 months.

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There is no silver bullet. Instead we have systematically reviewed the total performance of the business and strengthened our governance, processes, systems and talent across the board.

We expect this to have a positive impact on the way we win and manage projects in the future. As I said earlier, however, these measures will only go so far in altering the trajectory of projects that commenced some time ago.

Which brings me to the current position of our Building + Interiors business.

Before we look at the outcomes of the KPMG review, and while it is already widely known, I would like to confirm for you today that the two major projects on which we have incurred the majority of our losses are the Justice Precinct in Christchurch and New Zealand International Convention Centre in Auckland.

We have not named them previously because we have strict confidentiality clauses in our contracts, and we take our obligations to our clients very seriously.

Unilaterally deciding to ignore our contractual requirements would simply put at risk our client relationships and our ability to win work in the future – which is not in the best interests of our shareholders.

However, in the face of these extenuating circumstances and shareholder demand, we have been able to gain agreement from our clients to make an exception in this instance.

I will stress now that this is an exception to the rule, and we will continue to uphold our contractual requirements for confidentiality on all other matters pertaining to our projects, both now and in the future.

KPMG review findings

Turning now to slide 12 and I will share with you the key findings of the KPMG review.

To augment our existing governance processes, which I have just outlined, we commissioned KPMG to review our two largest projects in both the Building + Interiors business unit and our Infrastructure business unit.

In Building + Interiors this comprised the Convention Centre and Commercial Bay and in Infrastructure, the Puhoi to Warkworth motorway project and Hamilton City Edge Expressway.

The KPMG review is an internal management document and we will not be releasing the detail of the report, however I would like to speak to some of the review’s key findings.

I am pleased to say that three out of the four projects reviewed by KPMG are currently on track, including Commercial Bay and the two projects in our Infrastructure business.

On these projects, KPMG has identified that both risks and opportunities exist, but that the projects are well-run with forecast outcomes broadly consistent with the position taken by Fletcher Building.

The key issues identified in the KPMG review relate to the project that has already been identified as a major contributor to our losses, the Convention Centre. KPMG

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has highlighted that:

It is a highly challenging project with significant remaining risks;
High staff turnover throughout the first two years of the project has had a major adverse impact on performance, knowledge retention in the project, and the ability to accurately estimate the final outcome;
The new leadership team that was recently put in place is improving project organisation morale, and site performance;
Significant ongoing judgment is required to account for unknown and unquantifiable risks on the project.

You may have seen comments made by the CEO of Sky City last week, pointing to the fact that Building + Interiors “have put in place a very experienced team to work on our project and we are seeing a definite, positive shift in momentum.” KPMG has also highlighted this improvement in its report. We remain aware, however, of the significant complexity associated with this project, and hence there remains a large degree of uncertainty over the final outcome.

This information has informed our earnings guidance, which we will discuss shortly.

Turning now to slide 13 . The KPMG review also outlined a series of findings and recommendations regarding project governance.

KPMG noted the governance and management processes, systems and controls in our Infrastructure business unit are robust, clearly-defined and comprehensive.

KPMG then made a series of recommendations regarding project governance for our Building + Interiors business.

This includes implementing a standardised approach to the tender process, project management, the control environment, design management, and risk and opportunity management across the business unit.

KPMG noted that the increased use of “design & build” contracts and design novation, which we discussed earlier today, underscores the importance of tendering and design management expertise.

KPMG also noted that the new Convention Centre team is addressing the deficiencies in processes and project controls that have been key contributors to the issues we have experienced on the project, but it will take time for the team to embed itself.

KPMG then highlighted further opportunities to better-integrate JDE into project management and to adopt areas of good practice observed on Infrastructure projects.

These recommendations align with our own internal assessments and will support our efforts to improve the performance of Building + Interiors.

Construction Division future focus

Turning now to slide 14 . With stronger foundations our Construction Division has clear priorities for 2018.

Safety remains our number one priority at all times – ensuring all our people get home

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safely every day is simply table-stakes.

Delivery is paramount. With the right talent, robust governance, clear accountabilities, and in partnership with our clients, we are firmly focussed on delivering our project pipeline to the highest quality.

The Division remains focussed on further strengthening its talent pipeline and investing in the capability of its people; taking a disciplined approach to winning new work; and leveraging its stronger finance and IT systems to improve its ability to forecast, manage and control performance.

Board actions

Turning now to slide 16 . We have engaged widely with our shareholders, both large and small, across multiple markets. We have listened to concerns and feedback. In a number of recent meetings with shareholders that I attended, we heard that after the events of this year and a change in CEO, shareholders want stability in the leadership of the Company.

But more construction expertise is desirable, while maintaining diversity of experience, gender and skill-sets amongst the Board members.

As announced on September 20, John Judge will be retiring as a Director of the Board at the conclusion of today’s meeting, following the completion of his nine year tenure. Kate Spargo retired on September 20, after being appointed to the Board of CIMIC Group Limited – one of the world’s leading international contractors.

As a result of John Judge’s retirement we have appointed Bruce Hassall as Chair of the Audit & Risk Committee. Bruce has considerable experience in auditing, M&A and strategic advisory from a career spanning more than 30 years in professional services. With these two retirements we have the opportunity to now refresh the Board with two new appointments.

One of these appointments will be a director with deep construction and contracting experience, which we believe will enhance the expertise of the Board and our Audit & Risk Committee. This process is well underway and we will make an announcement as soon as an appointment has been made.

We acknowledge that the issues with the Company’s performance have impacted our shareholders’ investments. Accordingly, the Board has resolved to reduce all Directors fees by 20% for the next 12 months, with immediate effect.

We will continue to require all Directors to hold at least 20,000 shares as a condition of their appointment. This requirement is not common amongst the largest listed companies in New Zealand, and we believe it ensures the appropriate financial alignment of interests between the Board and shareholders.

Finally, we have listened to feedback from our retail shareholders regarding our communications, and we have updated our Shareholder Communications Policy to better highlight the range of communications channels the Company uses to communicate with all of its shareholders, as well as outlining new initiatives introduced in FY17.

We take our responsibility to communicate with all shareholders, large and small, very seriously, and we are always willing to hear feedback on how we can improve our

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communications initiatives.

During the year we have strengthened the resourcing of the Fletcher Building Communications function, which will further support these efforts.

Strong foundations

Turning now to slide 17 . I would like to reassure shareholders that the changes we are making to improve performance are building on an already strong foundation.

We have been investing for many years in organisational culture, which has seen people engagement continue to improve over time. Our annual engagement survey has an incredibly high participation rate of 92%. When you consider we employ over 20,000 people, across more than 35 businesses in markets across the globe, this is an incredible result. Our people want to have a say and want to work with us to continually improve our culture.

We increased engagement in FY17, despite the challenging year we experienced. As you can see we are now very close to the industry norm of 69, which is a composite of the Manufacturing, Heavy Building Products and Retail sectors. Our top 25% most highly engaged teams have engagement levels much higher than the industry norm, at 85.

Since 2014 we have invested in the leadership capability of over 3,000 people across our Company. We are continually building the skills of our people and investing in our talent pipeline.

And most importantly, on slide 18 you will see that over the last decade we have radically improved our safety performance. The total reportable injury frequency rate has reduced from 57.5 in 2006 to 6.8 in 2017.

Of course even one injury is one too many, and our focus on safety will always be a priority – because we can always do better. In 2017 we launched a major new safety initiative across all Fletcher Building businesses called Protect – to ensure our journey of continual improvement continues.

Highly engaged people, highly capable people, and people who go home safe every day, are the backbone of our business. And we will remain focussed on these fundamentals into the future.

Fletcher Building’s divisional structure

Turning now to slide 20 , it is important to remember the diversity of the Fletcher Building’s business. We are not only a construction company. We operate over 30 businesses across five key divisions – Building Products, Distribution, International, Construction and Residential and Land Development.

And the majority of our Divisions and businesses are performing to plan – in fact many had record years in 2017.

Building Products

On slide 21 we overview the Building Products Division, which is led by Chief Executive Matt Crockett, has over 80 manufacturing sites across New Zealand and Australia and employs approximately 3,900 people.

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Its operations span concrete, cement and aggregates, concrete and plastic piping, insulation and plasterboard. Through this Division we are one of the largest investors in local manufacturing in New Zealand. In fact we are the only local manufacturer of cement.

Although Building Products headline operating earnings before significant items were down 3% to $267 million, as we have seen in a previous slide, when adjusting for the divestment of Rocla Quarries and Pacific Steel this was actually up 6% on last year.

The Firth and GBC Winstone businesses had a good year in 2017 with domestic volumes up around 3-4% and having a positive flow through to revenue and EBIT growth.

The 10% increase in Building Products operating earnings was driven by improvements in plasterboard and performance board volumes at Winstone Wallboards, while Tasman Insulation’s EBIT more than doubled due to price increases and improvements in the production facilities.

For the first time since 2014, Iplex Australia reported positive EBIT, and in New Zealand Iplex earnings benefited from a 4% improvement in volumes.

Given the continued high level of demand for our manufactured building products and cost increases we are endeavouring to seek price increases wherever possible to at least offset inflationary pressures.

Distribution

Turning now to slide 22 . The Distribution Division, led by Chief Executive Dean Fradgley, includes 330 retail sites in New Zealand and Australia, employing over 6,000 people.

Its operations include PlaceMakers and Mico in New Zealand and Tradelink in Australia, as well as steel distribution businesses in both countries.

As I mentioned earlier, the Distribution result in FY17 was one of the highlights across the group.

Our PlaceMakers and Mico building supplies businesses benefited from the very high levels of activity in the New Zealand housing and construction markets and collectively reported operating earnings up 22% on last year. This reflected market share gains, revenue at both PlaceMakers and Mico increasing 6% year on year, improved gross margins and controlled operating costs.

The Steel Distribution businesses in New Zealand increased operating earnings by 23% on the back of market share gains across all businesses plus a firm control on costs.

In Australia, Tradelink continues to show improvement in trading, particularly targeting SME customers. It opened 20 new stores in FY17, and will open a similar number in FY18.

It has some recent momentum and has started posting year on year growth in store revenues, but it is still some way from producing what we would consider to be acceptable returns. At the end of the last financial year, Tradelink’s carrying value was written down by $153 million, reflecting the large goodwill and intangible assets

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included within its asset base previously.

International

On slide 23 we overview the International Division, which is led by Interim Chief Executive Mitch Quint and employs approximately 5,500 people who work across North America, Europe and Asia.

Its core brands include Formica and Laminex, which specialise in high pressure and low pressure laminate surfaces.

Formica had a strong year with its EBIT increasing 42% to $88 million, mainly on the back of the $21 million swing in Formica Europe earnings and the 35% increase in Formica Asia EBIT.

It was the first time since Formica was acquired in 2007 that all three of the Formica regions – Europe, Asia and North America – posted gains in their operating earnings results.

Laminex’s EBIT grew 13% in FY17 on the back of improvement across both sides of the Tasman and improved share in decorated board in New Zealand. Western Australia remained a challenging market for Laminex Australia due to declining activity levels.

Residential and Land Development

Turning now to slide 24 . Our Residential and Land Development Division is led by Chief Executive Steve Evans, and is currently delivering 11 housing developments in Auckland and 5 in Canterbury. Our aspiration is to deliver 1,000 homes per year, depending on market conditions and the availability of suitable land.

The Fletcher Living business posted a 3% increase in EBIT in FY17 based on selling 499 houses and sections in the Auckland and Christchurch regions.

The number of houses sold was lower than expected due to the timing of land purchases, constraints around obtaining building consents, weather delays and a slowing of the Auckland market in the last quarter of the year.

There is still strong demand for houses in the Auckland market within key price brackets, and in FY18 the number of houses and sections sold is expected to be a material increase on FY17.

The Land Development operating earnings of $54 million were positively impacted in the second half of the year by the sale of James Fletcher Drive, which represented the majority of Land Development earnings for FY17.

As total funds employed in the Residential and Land Development Division have now increased to over $500 million, the focus continues to be on profitable growth in houses delivered to market, and at least $25 million per annum over the next 5 years in Land Development earnings.

Construction

Slide 25 overviews our Construction Division, which is led by Chief Executive Michele Kernahan and comprises four business units – Building + Interiors, Infrastructure, South Pacific and Higgins.

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We have already talked at some length about the result in the Construction Division but it is worth mentioning the performance of the businesses outside of Building + Interiors.

Infrastructure had a good year on the back of the completion of the Waterview Tunnel plus the McKays to Peka Peka road north of Wellington, but is likely to produce a lower EBIT in FY18 due to major new projects being at an early stage.

The recently acquired Higgins business had a strong contribution of $39 million in its first year of Fletcher Building ownership, representing a 15% return on its carrying value.

The South Pacific performance was also strong but will return to more historic averages in FY18 as the backlog has significantly reduced, with a very short average duration of projects to be completed.

Turnaround strategies progress

Turning now to slide 26 , I would like to touch on the progress we are making against our turnaround strategies in Australia and Europe.

The Board and I would like to acknowledge the impact prior acquisitions have had on the performance of the Company over many years.

Five years ago we commenced a process of divesting poor performing and non-core assets, and identifying potential high-quality acquisitions. This saw the divestment of several businesses, notably the Pacific Steel business in New Zealand and the Rocla Quarries business in Australia. In addition, we have taken a far more disciplined approach to acquisitions. Higgins is the only major deal completed in recent times and has delivered solid results in its first year under our ownership. We have also implemented turnaround strategies within businesses we believe can still deliver shareholder value over the medium to long term.

To this end, FY17 was marked by the progress of the turnaround in Iplex Australia and Formica Europe.

Iplex has improved its EBIT by $27m over the last two years by addressing a number of fundamental issues, including its product offering and operational efficiency of manufacturing plants.

Formica Europe has started to regain the market share it lost a few years ago when it wasn’t able to manufacture and deliver products to its customers in a timely way and to specification. This has been corrected by investment in the North Shields site, the reduction in overheads and benefiting from the cost advantage of a lower pound sterling post-Brexit.

Tradelink in Australia is currently early in its turnaround, with year-on-year growth of revenues recently being reported since the start of FY18. It has committed to opening new stores, refreshing its offering to trade plumbers and significantly improving its efficiency in delivering the right products in full and on time. It has been significantly impacted in the past two years by the weak Western Australia market, where it has a number of stores.

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CEO appointment

Turning to slide 28, I would now like to share more about our new CEO.

Following an extensive search I am pleased to confirm Ross Taylor will join Fletcher Building as Chief Executive Officer on 22 November 2017.

Ross has spent an impressive career in the construction, real estate, manufacturing and engineering sectors internationally, with direct experience across much of the sector value chain. He has worked extensively across our core markets of New Zealand and Australia, as well as Europe, Asia and the USA.

Ross was most recently CEO of UGL, an international engineering, services, construction and product manufacturing business. UGL operates across the rail, transport and technology systems, power, resources, water and defence sectors and is headquartered in Australia. It was recently acquired by CIMIC, a major international construction company.

Prior to this he was Managing Director and CEO of Tenix, a privately held engineering and construction services company that was acquired by Downer in 2014. Prior to Tenix he held various senior leadership roles at Lend Lease across a 23 year period.

The Board was impressed with Ross’s proven experience leading business turnarounds and improving performance and shareholder returns, and his direct experience across a range of Fletcher Building’s core sectors – including housing, manufacturing and construction.

To remark on just a few of his achievements, during his time as CEO and Managing Director of both UGL and Tenix he returned both loss-making businesses to profitability. At UGL he doubled the share price in two years.

As Chief Operating Officer and Board Director of Lend Lease he was responsible for all operating businesses globally. He reset the strategic direction of Lend Lease’s construction business and restored results after successive years of underperformance.

He is also a leader who is very firmly focussed on people and culture, safety performance, client and customer satisfaction and sustainability, which are the foundations of any successful company.

The Board and I are confident that Ross has the experience, expertise and leadership capability to lead Fletcher Building into a new phase of growth and opportunity, and we look forward to introducing him to shareholders in due course.

I would like to take the opportunity now to offer a personal thank you to Francisco Irazusta, who has been serving as Interim CEO since July.

It is no easy task to act in an interim capacity, and Francisco has done so ably since he stepped into the role in July.

He is an exceptional leader who has provided a steady hand for the business during this transition and the Board and I thank him for this contribution.

We look forward to continuing to work with Francisco in his capacity as Chief Executive of our International Division.

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Strategic review

Turning now to slide 30 .

Upon Ross’s commencement he will work with the Executive team and the Board to review Fletcher Building’s strategy.

The Executive team and the Board have commenced the work necessary to assist this process, including a review of current business performance and the competitive landscape across our portfolio.

Fletcher Building is a diversified, portfolio business. We continually review our portfolio to ensure we are allocating capital in a way that delivers the most value to our shareholders.

The Board is looking forward to working with Ross and his Executive team to ensure we continue to position the company for long-term, sustainable growth.

2018 Outlook

Turning to slide 32 , I would like to now spend a little bit of time talking about the outlook for the group and the approach we have decided to take to providing earnings guidance to the market.

In New Zealand, we are still expecting to see robust levels of activity in the residential and infrastructure construction markets in FY18, and potentially beyond.

Overall activity levels are being constrained to a degree by resource constraints across the industry, unusually wet weather in the first quarter, and also anticipation around the election result and new government policy.

In the first quarter of FY18, our building materials and distribution businesses recorded flat to low single-digit year-on-year growth, with strained supply chains creating cost headwinds in some areas.

Although there are some recent signs of the Auckland housing market cooling, we still believe the significant shortage of housing underpins demand and our volumes delivered year-to-date are in line with expectations. Here too industry capacity constraints, both in terms of the consenting and building of developments, may have an impact on the volume of houses being built in Auckland and full-year sales volumes for our Fletcher Living residential business.

Infrastructure spending in both Australia and New Zealand remains robust.

In Australia, growth in the overall market is flat to slightly down, which is in line with our expectations. The eastern seaboard remains solid but is offset by continued challenges in Western Australia.

Turnarounds are key to our FY18 performance in Australia, with cost headwinds on energy also a factor.

For our Formica business we expect modest growth in local currency terms for the laminates markets in Europe, Asia and North America.

And we continue to face headwinds in our Building + Interiors business relating to our legacy projects.

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Earnings Guidance

Turning now to guidance on slide 33 .

We have increasingly found ourselves talking to shareholders about expectations around future earnings in two categories: for our Building + Interiors business, and the rest of the company.

While the performance of the Group outside Building + Interiors is solid, there remains significant uncertainty in estimating the final outcomes of the major Building + Interiors projects, especially the Convention Centre. The KPMG Review has reinforced this point.

It is for this reason that Fletcher Building is issuing guidance for the Group excluding the Building + Interiors business.

For the Group excluding Building + Interiors, we estimate earnings before interest, tax and significant items for FY18 to be in the range of $680 million to $720 million.

For Building + Interiors, given the deterioration of the major projects, in particular the Convention Centre but also some additional costs being incurred on other projects such as the Justice Precinct, we expect losses in Building + Interiors in FY18 to be $160 million.

This is based on a balanced view across the portfolio of Building + Interiors projects.

We are aware that further downside risk and uncertainty exists in Building + Interiors, and are cognisant of wanting to provide the market with as much transparency around these risks as possible.

For this reason, Fletcher Building will be providing more detailed updates to shareholders on the performance of the Building + Interiors business and the progress and provisioning on key projects. We will provide the next update at the half-year results announcement, and will do so again in May, at the full-year results in August, and the Annual Shareholders Meeting in October. We will provide these updates until the last of the major B+I projects is completed in the second-half of calendar year 2019.

End

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Fletcher Building announces FY18 earnings guidance

Auckland, October 25 2017: Fletcher Building has announced earnings guidance for FY18 in the Chairman’s address at its 2017 Annual Shareholders’ Meeting.

Given the uncertainty in estimating the final outcomes of the major Buildings and Interiors (B+I) projects, and the resulting impact on in-year earnings, Fletcher Building has separated guidance of the B+I business from the remainder of the Group’s earnings.

FY18 Earnings before interest and tax excluding significant items (EBIT):

Fletcher Building excluding B+I: $680 million to $720 million
B+I: estimated loss of $160 million

Commenting on the earnings guidance Chairman Sir Ralph Norris said: “A considerable amount of remedial action has taken place in the past year by the Board, the Executive Team and the Construction Leadership Team to address the issues we have experienced in our B+I business. We have improved business and project governance; improved systems and processes; improved the construction and commercial capability of the Division; and introduced more commercial rigour around the bidding process.

“I strongly believe that these actions will address the issues we have experienced over the long term by ensuring our approach to bidding for, contracting and managing future projects is greatly enhanced. However, these measures will only go so far in altering the trajectory of our legacy projects that commenced some time ago.

“I want to offer my personal apology to our shareholders. Mistakes have been made and responsibility ultimately rests with the Board. As we stated at our full year results briefings, we fully accept this responsibility.

“Our focus now is on delivering these legacy projects to the highest quality for our clients, and mitigating future losses. We recognise our shareholders will want transparency over the remaining risk profile attached to our B+I project pipeline.”

Earnings guidance for the B+I business reflects an updated management review of the portfolio of B+I projects. The estimated loss of $160 million in FY18 comprises additional provisions of approximately $125 million for expected B+I project losses and approximately $35 million of expected B+I overhead costs in the current year.

The provision for additional B+I project losses has been informed, in part, by a report by KPMG, which was recently commissioned by management to augment existing governance processes in the Construction Division. The KPMG review covered two B+I projects, New Zealand International Convention Centre (NZICC) and Commercial Bay, and two Infrastructure projects, Puhoi to Warkworth and Hamilton City Edge Expressway.

In three out of the four projects reviewed, being Commercial Bay and the two projects in the Infrastructure business, KPMG’s forecast outcome is broadly in line with management’s expectations – risks and opportunities exist on each project, however final margins in all three cases are expected to be positive. The key issues identified relate to the NZICC project, which has already been identified as a major contributor to the Company’s losses in FY17.

The expected additional losses on NZICC, plus further costs being incurred in the close out of the Justice Precinct project, represent approximately 80% of the $125 million provision announced today.

There is acknowledgement that there is uncertainty with respect to large B+I projects that still have some time to complete. In recognition of this, Fletcher Building intends to provide regular updates to shareholders on performance of the B+I business and progress on the key projects.

Earnings guidance for the remainder of the Group is informed by trading results across all of Fletcher Building’s divisions for the first quarter of FY18, and the current outlook for the remainder of the financial year.

Compared to FY17, the Company expects the key differences in earnings to be: normalisation of corporate costs from $29 million in FY17 to between $50 million and $60 million in FY18; a reduction of Land Development earnings from $54 million in FY17 to more towards the previously stated target of $25 million per annum; and lower earnings for the Construction Division excluding B+I, notably due to a limited backlog in South Pacific and major projects in the Infrastructure business being at an early stage of completion. The impact of the lower earnings from South Pacific and Infrastructure will be felt particularly in the first half of FY18 and may result in a decline in first half earnings for the Group (excluding B+I) versus the prior comparable period.

Teleconference

Fletcher Building Chairman Sir Ralph Norris will host a teleconference call for all investors and analysts at 3.30pm NZ time today (1.30pm AEST) to provide some more detail on this announcement. Dial in details are set out at the bottom of the document.

Q&A

Q. Which projects have been responsible for the majority of Fletcher Building’s losses in Building + Interiors?

A. The two major projects on which we have incurred the majority of our losses are the Justice Precinct in Christchurch and New Zealand International Convention Centre (NZICC) in Auckland. We have not named them previously because we have strict confidentiality clauses in our contracts, and we take our obligations to our clients very seriously. Unilaterally deciding to ignore our contractual requirements would simply put at risk our client relationships and our ability to win work in the future – which is not in the best interests of our shareholders.

However, in the face of these extenuating circumstances and shareholder demand, we have been able to gain agreement from our clients to make an exception in this instance. This is an exception to the rule, and we will continue to uphold our contractual requirements for confidentiality on all other matters pertaining to our projects, both now and in the future.

Losses on NZICC and the Justice Precinct represented approximately two-thirds of the $292m EBIT loss recorded by B+I in FY17. Additional expected losses on these projects comprise approximately 80% of the additional $125m provision announced today.

Q. Why did you not review the Justice Precinct project as part of the KPMG review?

A. We asked KPMG to review the two largest B+I projects that still have a significant amount of work left to complete, namely NZICC and Commercial Bay. We considered that any recommendations coming out of the KPMG review would be most useful on projects that still had a significant amount of time left to run.

Q. Why did you not review every project in B+I?

A. KPMG reviewed the NZICC and Commercial Bay projects as combined they represent approximately 60% of the current B+I backlog, and given their size and timing of delivery, reflect the key areas of risk in the portfolio. The remaining 40% of the backlog represents approximately 60 other, mainly smaller projects, which have a more limited risk profile.

Q. Are you going to make the KPMG report public?

A. No, the KPMG report will not be made public. The report is an internal management document and formed one of a number of inputs into the Board’s decision around setting earnings guidance.

Q. Why were the issues leading to the revised guidance not identified in August when the FY17 results were reported?

A. Since August there has been an improvement in the information provided to management on the status and the key issues on the NZICC project, which is strongly linked to the new project team put in place in recent months. This

has enabled an improved quantification of the likely project outcomes, though uncertainty remains given the large size of the project and the time that is left to run on it. There have also been close-out issues on the Justice Precinct project as it is taking longer than anticipated to commission the new building.

Q. When do you expect to next update to the market on your guidance?

A. We expect the next update to be at the FY18 interim results on 21 February 2018. The updates on the B+I business are likely to be done on an approximately quarterly basis and until the last of the major B+I projects is completed in the second-half of calendar year 2019.

Q. How has the business outside of B+I been trading in the first quarter of FY18?

A. Overall trading in Q1 has been broadly in line with expectations. Activity levels in New Zealand remain elevated, though with growth rates slightly lower than expected. The Company’s building materials and distribution businesses in New Zealand recorded flat to low single-digit revenue growth in Q1, impacted to a degree by industry resource constraints and unusually wet weather. In addition, strained supply chains are creating some cost headwinds. House prices in the key Auckland market have softened slightly, though in line with expectations, and sales volumes remain solid. In Australia the overall market is flat to slightly down, consistent with expectations, and energy costs are a key cost headwind. Formica is experiencing modest growth in local currency terms.

Teleconference Details

3.30pm NZT, Wednesday 25 October 2017 Passcode: 508929

Australia Toll Free: 1 800 558 698 Hong Kong: 800 966 806 Australia Local: +61 2 9007 3187 Japan: 0053 116 1281 New Zealand Toll Free: 0800 453 055 Singapore: 800 101 2785 NZ Local (Auckland): +64 9 929 1687 UAE: 8000 3570 2705 NZ Local (Wellington): +64 4 974 7738 United Kingdom: 0800 051 8245 NZ Local (Christchurch): +64 3 974 2632 United States: (855) 881 1339

You can pre-register for the call, which enables a quicker entry to the teleconference when dialing in: https://services.choruscall.com.au/diamondpass/fletcher-508929-invite.html

#Ends

For further information please contact:

Leela Gantman Rodney Deacon Head of Communications Head of Investor Relations +64 27 541 6338 +64 21 631 074 [email protected] [email protected]

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Fletcher Building announces Ross Taylor as Chief Executive Officer

Auckland, October 25 2017: Fletcher Building Chairman Sir Ralph Norris today announced the appointment of Ross Taylor as Chief Executive Officer (CEO), effective 22 November 2017.

Mr Taylor was most recently CEO of UGL, an international engineering, services, construction and product manufacturing business, operating across the rail, transport and technology systems, power, resources, water and defence sectors, and headquartered in Australia. UGL was acquired by the international construction and contracting company, CIMIC, in early 2017.

Prior to this he was Managing Director and CEO of Tenix, a privately held engineering and construction services company, and before that held various senior leadership roles at Lend Lease across a 23 year period.

Chairman Sir Ralph Norris said: “Following an extensive search I am pleased to confirm Ross Taylor as the new Chief Executive Officer of Fletcher Building.

“Ross has spent an impressive career in the real estate, construction, manufacturing and engineering sectors internationally, with direct experience across much of the sector value chain. He has worked extensively across our core markets of New Zealand and Australia, as well as Europe, Asia and the USA.

“He has proven experience leading business turnarounds and improving performance and shareholder returns, and has direct experience across a range of Fletcher Building’s core sectors – including housing, manufacturing and construction.

“During his time as CEO and Managing Director of both UGL and Tenix he returned loss-making businesses to profitability, doubling the UGL share price in two years. As Chief Operating Officer and Board Director of Lend Lease he was responsible for all operating businesses globally. He reset the strategic direction of Lend Lease’s construction business and restored results after successive years of underperformance.

“Importantly he is a leader focused on people and culture, safety performance, client and customer satisfaction and sustainability, which are the foundations of any successful company.”

Sir Ralph said that upon his commencement Mr Taylor would lead the development of a new strategy for Fletcher Building, to deliver increased focus and ensure capital allocation that delivers the most value to shareholders.

“The Board and I congratulate Mr Taylor on his appointment and look forward to working with him to lead Fletcher Building into a new phase of growth and opportunity.”

Sir Ralph paid tribute to Interim CEO Francisco Irazusta, who has ably led the business during the leadership transition.

“Francisco is an exceptional leader who has provided a steady hand for the business during this transition. The Board and I thank him for his contribution and look forward to continuing to work with him in his capacity as Chief Executive of our International Division.”

#Ends

For further information please contact: Leela Gantman Rodney Deacon Head of Communications Head of Investor Relations +64 27 541 6338 +64 21 631 074 [email protected] [email protected]

Ross Taylor Curriculum Vitae

Bachelor Engineering Civil (Hons) – University of Queensland

UGL Managing Director and CEO (Sydney)

2014 to 2017

UGL is a leading provider of end-to-end outsourced engineering, asset management and maintenance services with a diversified end-market exposure across the core sectors of rail, transport and technology systems, power, resources, water and defence. The business has annual revenue of $2.5 billion, employing over 9,000 people across Australia, New Zealand and South East Asia.

Tenix Managing Director and CEO (Sydney)

2009 to 2014

Tenix was a privately held Engineering and Construction services company operating across the power, gas, water, resources, mining, and traffic infringement processing sectors. Tenix offered a full spectrum of services covering design, construction, operations and maintenance. It employed approximately 2,300 people across Australia, New Zealand, the Pacific and USA. It was acquired by Downer in 2014.

Lend Lease, Various Roles and Locations

1988 to 2009

At the time Lend Lease was an Australian listed international property company with 13,000 employees. While operations spanned some 40 countries the focus was in Australia, Singapore, UK, parts of Europe and the USA. Lend Lease’s businesses spanned funds management ($11b FUM), property development ($60b pipeline), privatisation, construction ($13b revenue p.a.) and facilities management.

Group Chief Operating Officer and Board Director (Sydney)	2007 to 2009
Global CEO – Property Development and Board Director (Sydney)	2005 to 2007
CEO Asia Pacific – Funds/Development/Construction (Sydney)	2003 to 2005
Global CEO – Construction (London)	1998 to 2003
CEO Australia and Asia – Construction (Sydney)	1995 to 1998
CEO Singapore – Construction/Development (Singapore)	1991 to 1995
Various Project Roles (Brisbane and Melbourne)	1988 to 1990
Nico Constructions Project Manager (London)	1987 to 1988
Lend Lease Site Engineer (Brisbane)	1985 to 1987
JWP Civil and Structural Design Engineer (Brisbane)	1983 to 1985

Key terms of employment for Fletcher Building Chief Executive Officer

1. Appointee:

2. Contract duration:

3. Commencement date:

4. Remuneration:

Ross Taylor

Indefinite term

22 November 2017

Base salary of $2,000,000 p.a.

Executive Short Term Incentive target value 100% of base salary, subject to performance criteria. Potential uplift to 150% for out-performance of targets.

Executive Long Term Share Scheme at maximum value of 100% base salary, subject to performance criteria.

Benefits – health insurance and company contributions to KiwiSaver.

5. Termination:

6. Redundancy or no fault termination:

7. Other terms:

Resignation requires six months’ notice

12 months base salary

The employment agreement also includes standard terms covering confidentiality, restraint upon termination of employment, conflicts of interest, leave provisions and external appointments.

AI assistant

FLETCHER BUILDING LIMITED — AGM Information 2017

64902_rns_2017-10-24_7aa41906-69e4-447e-8320-5f7eec19df5c.pdf

2017 Annual Shareholders’ Meeting 25 October 2017

Sir Ralph Norris Chairman

Directors

Meeting agenda

FY17 review

FY18 outlook

ASM procedures

2017 Performance Overview

2017 financial performance overview

Divisional performances

EBIT¹ NZ$m

Construction Division Update

Construction in context

What we said we would do, and what we have done

What we said we would do, and what we have done

KPMG review findings: key projects

KPMG review findings: project governance

Construction Division – future focus

Board actions

We have strong foundations

People engagement

Leadership capability

Results of FBuSay employee engagement survey

We have strong foundations

Safety performance

FY17 Performance by Division

Fletcher Building’s divisional structure

Building Products Division

HIGHLIGHTS

Distribution Division

International Division

HIGHLIGHTS

Residential and Land Development Division

Construction Division

Turnaround strategies progress

CEO Appointment

Introducing Ross Taylor

Strategic Review

Strategic review

FY18 outlook

New Zealand

Australia

Rest of World

Earnings guidance

Electronic voting instructions

Handset instructions – inserting your smartcard

Handset instructions – casting your vote

Handset instructions – casting your vote

Handset instructions – casting your vote

Voting via Lumi AGM app

Q&A