FLETCHER BUILDING LIMITED - Capital/Financing Update 2009

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Share Purchase Plan

8 April 2009

This is an important document. If you have any questions in relation to the Share Purchase Plan, please consult your fi nancial adviser or call the Share Purchase Plan Information Line on 0800 220 010 in New Zealand and on 1800 209 519 in Australia.

Offer Document

2 I Fletcher Building I Share Purchase Plan

Dear Shareholder

On behalf of the board of directors of Fletcher Building Limited (Fletcher Building), we are pleased to offer you the opportunity to participate in a Share Purchase Plan (the SPP). This follows the successful completion of an institutional placement of 76 million shares at an issue price of NZ$5.35 per share raising total proceeds of NZ$406.5 million.

Participation in the SPP is entirely voluntary. You are eligible to participate in the SPP if you are a shareholder of Fletcher Building with a registered address in New Zealand or Australia on the record date of 8 April 2009.

The issue price under the SPP will be the lesser of:

»
NZ$5.35 per share (the price of the institutional placement); and
» a discount of 3% to the average of the daily volume weighted average prices of Fletcher Building’s NZSX listed shares calculated over the 10 day trading period commencing on the fi rst trading day following the closing date of the SPP.

Accordingly, the SPP offers eligible shareholders the opportunity to purchase further shares in Fletcher Building at a discount to the recent market price of Fletcher Building shares without brokerage and transaction costs.

You may apply for a maximum of NZ$11,500 or A$9,000 of Fletcher Building ordinary shares, subject to a scaleback mechanism if the aggregate amount of all applications under the SPP exceeds NZ$100 million.

Shares not taken up under the SPP will be offered by Fletcher Building to a small number of eligible shareholders in New Zealand who would otherwise have been diluted by the institutional placement, even after applying for their full entitlement under the SPP. The maximum size of this “Top-Up Offer” will be limited to NZ$20 million of shares. If you hold 12,000 or more Fletcher Building shares, you may be eligible to participate in the Top-Up Offer. If you would like further information on the eligibility requirements for the Top-Up Offer, please call the Share Purchase Plan Information Line numbers set out below.

Fletcher Building has entered into underwriting arrangements to ensure that a minimum of NZ$60 million of shares is taken up in total under the SPP and the Top-Up Offer.

The proceeds from the institutional placement, the SPP and Top-Up Offer will be used to reduce Fletcher Building’s borrowings and strengthen its balance sheet. In particular, the improvement in the balance sheet will position Fletcher Building as having a capital structure comparable to companies with an investment grade credit rating, which is seen as important for continued access to credit markets and debt funding on acceptable terms.

Details of the terms and conditions of the offer under the SPP and how you can participate in it are contained in this booklet and you are encouraged to read it in its entirety before making your investment decision.

If you choose to apply for shares under the SPP, please complete the enclosed Application Form and return it to Fletcher Building’s share registry together with a cheque for the application monies by 5 May 2009.

As earlier advised to NZX and ASX, Fletcher Building has suspended its Dividend Reinvestment Plan in respect of the interim dividend of 24 cents per share, paid on 8 April 2009. If you had previously elected to participate in the Dividend Reinvestment Plan, you will have received a cash payment, which you could use to fund an application for shares under the SPP.

If you have any questions or require further information in respect of the SPP, please call the Share Purchase Plan Information Line on 0800 220 010 in New Zealand and on 1800 209 519 in Australia.

On behalf of the Board, we invite you to consider this opportunity to increase your investment in Fletcher Building and thank you for your continued support as a Fletcher Building shareholder.

Yours sincerely

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Dr. Roderick Deane Chairman

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Jonathan Ling Chief Executive Offi cer

On behalf of himself and as an agent for each of the directors of Fletcher Building Limited

Fletcher Building I Share Purchase Plan I 3

Key dates*

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Date Event
8 April 2009 Record Date The date on which Fletcher Building determines Eligible Shareholders.
14 April 2009 Opening Date SPP opens.
5 May 2009 Closing Date SPP closes. Applications must be received by 5.00 pm (NZ time).
20 May 2009 Price Announcement Date Issue Price announced.
Shares allotted. Trading is expected to commence on NZSX and
21 May 2009 Allotment Date
ASX on the next Trading Day.
22 May 2009 Despatch Date Transaction confi rmation despatched to shareholders.
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Fletcher Building reserves the right to alter the key dates.

Fletcher Building received certain waivers from NZX Regulation on 1 April 2009 for the SPP to occur over an accelerated timetable, namely a Record Date notice period of 5 Trading Days and an offer period of 15 Trading Days.

Defi ned words and expressions used in this booklet are capitalised – see the Glossary on page 11 for their defi nition.

Not investment advice: The information contained in this SPP booklet and the accompanying Application Form does not constitute fi nancial product advice and does not take into account the investment objectives, fi nancial situation, tax position or particular needs of individuals. If you have any questions as to the course of action you should follow, you should consult your stockbroker, accountant, taxation adviser, solicitor or other professional adviser before participating in the SPP.

Foreign jurisdictions: These materials do not constitute an offer of securities for sale in the United States or to “U.S. Persons” (as defi ned in Regulation S under the U.S. Securities Act) (“U.S. Persons”) and may not be sent or disseminated, directly or indirectly, in the United States or to any U.S. Person in any place. Fletcher Building’s Shares are not and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United States or to, or for the account or benefi t of, any U.S. Person except in compliance with the registration requirements of the U.S. Securities Act and any other applicable state securities laws or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

Price movements: You should be aware that the market price of Fletcher Building Shares may rise or fall between the date of this offer and the date that Shares are allotted to you under the SPP. This means that the price you pay for Shares under the SPP may be either higher or lower than the Fletcher Building Share price at the time the Shares under the SPP are allotted to you.

4 I Fletcher Building I Share Purchase Plan

Questions and Answers

1. What is the Share Purchase Plan (SPP)?

The SPP is a way for Eligible Shareholders to purchase additional Shares in Fletcher Building without incurring brokerage or other transaction costs. All Shares issued under the SPP will rank equally with each other and all existing Shares in Fletcher Building and will carry the same voting rights and other entitlements at the Allotment Date.

2. Am I eligible to participate in the SPP?

You are eligible to participate in the SPP if you are a shareholder of Fletcher Building and:

» you were registered as a holder of fully paid Shares, as at 9.00 pm (NZ time) on the Record Date, which is 8 April 2009; and
» your registered address is in Australia or New Zealand; and
» you are not in the United States, are not a U.S. Person or acting on behalf of a U.S. Person (within the meaning of the U.S. Securities Act 1933).

Please refer to question 8 if you hold Shares through a Custodian.

3. Why is Fletcher Building issuing more Shares?

All funds raised in the SPP will be used to reduce Fletcher Building’s borrowings and strengthen its balance sheet. In particular, the improvement in the balance sheet will position Fletcher Building as having a capital structure comparable to companies with an investment grade credit rating, which is seen as important for continued access to credit markets and debt funding on acceptable terms.

4. Do I have to participate in the SPP?

No – participation is entirely voluntary. Before you apply for Shares, we recommend you seek independent fi nancial advice from your fi nancial adviser.

The offer is non-renounceable, so you cannot transfer your right to purchase Shares under the SPP to anyone else.

5. How much can I invest under the SPP?

If you are an Eligible Shareholder (whether you have a registered address in New Zealand or Australia) you may elect to apply for Shares up to the maximum amount of NZ$11,500 (if applying in New Zealand dollars) or A$9,000 (if applying in Australian dollars) (the Maximum Application Amount), subject to a minimum application of NZ$1,000 or A$1,000.

6. What is the Issue Price of the Shares under the SPP?

The Issue Price will be the lesser of:

» NZ$5.35 – being the price paid for Shares by institutional investors in the Placement (which represented a discount of 12.5% to the volume weighted average price of Shares traded on the NZSX on 31 March 2009); and
» a discount of 3% to the average of the daily volume weighted average prices of Shares traded on the NZSX calculated over the period of 10 Trading Days commencing on the fi rst Trading Day following the Closing Date, not including sales arising from Excluded Transactions.

The Issue Price will be announced on or around 10:00 am on 20 May 2009, and it is expected that Shares will be allotted on 21 May 2009.

7. How do I pay for Shares under the SPP?

You must send a cheque in New Zealand or Australian dollars for the amount selected on or before the Closing Date. Cheques should be drawn on a New Zealand or Australian bank account. You should mark the relevant box on the Application Form indicating which currency you wish to use to pay for your Shares.

8. What if I own Shares through a Custodian or own Shares in more than one capacity?

If you own Shares through a Custodian, then that Custodian may be entitled to purchase Shares on your behalf. Custodians that hold Shares on behalf of one or more benefi cial owners may apply for Shares with a dollar amount of up to the Maximum Application Amount per benefi cial owner (who has a registered address in Australia or New Zealand), provided that they comply with the requirements set out in the Terms and Conditions.

If you receive more than one copy of this booklet, or if you hold Shares in more than one capacity (e.g., because you are both a sole and joint holder of Shares) the total value of the Shares that you may apply for in all capacities is the Maximum Application Amount. By applying to purchase Shares under the SPP, you certify you have not exceeded this limit.

If you hold Shares in your personal capacity as well as through one or more Custodians, the total value of the Shares that you may apply for in your personal capacity and through any Custodian is the Maximum Application Amount.

Fletcher Building I Share Purchase Plan I 5

9. What are the risks of investing in the SPP?

The market price of Fletcher Building Shares may rise or fall between the date of this offer and the date when Shares are allotted to you. As a result, the Issue Price you pay for Shares allotted to you pursuant to the SPP or the value of those Shares may exceed the price of Fletcher Building Shares trading on the NZSX or the equivalent price of Fletcher Building Shares trading on the ASX.

There can also be no certainty that Fletcher Building Shares will trade at or above the Issue Price following the issue of the Shares under the SPP. Accordingly, you should seek your own fi nancial advice in relation to this offer and your participation in the SPP.

For further information about Fletcher Building generally please see our website: www.fl etcherbuilding.co.nz. You are also recommended to monitor announcements through the following websites:

» Fletcher Building: http://www.fl etcherbuilding.co.nz/ media/index.aspx;
» NZX: http://www.nzx.com/markets/NZSX/FBU; and
» ASX: http://www.asx.com.au/asx/statistics/ announcementSearch.do.

10. What is the current Fletcher Building Share price?

The Share price is quoted on our website – www.fl etcherbuilding.co.nz/shareholders/sharetracking.aspx, in the fi nancial pages of most major metropolitan newspapers and on the NZX and ASX websites.

11. How do I apply for Shares under the SPP?

If you wish to participate in the SPP, follow the instructions set out on the reverse of the enclosed Application Form. Send your completed Application Form with your cheque made payable to “Fletcher Building Equity Raising” to Fletcher Building’s Share Registrar (in New Zealand or Australia), as per the instructions on the Application Form. Applications may also be lodged with any Primary Market Participant, either of the Financial Advisers or any other channel approved by NZX, in time to enable forwarding to the Share Registrar before the Closing Date.

You will not be able to withdraw or revoke your application once you have sent it in.

12. How long is the SPP open?

The SPP opens on 14 April 2009 and is expected to close at 5.00 pm (NZ time) on 5 May 2009 unless extended.

If you want to participate you should ensure your Application Form and cheque is received by 5.00 pm (NZ time) on 5 May 2009. Please allow adequate time for mail deliveries. Applications received after this time may not be accepted.

13. When will I receive my Shares?

You will receive Shares issued to you under the SPP on the Allotment Date, which is currently expected to be on or around 21 May 2009. A statement confi rming the number of Shares issued to you under the SPP will be sent on the Despatch Date, currently expected to be on or around 22 May 2009.

Fletcher Building received a waiver from NZX Regulation on 1 April 2009 for an extended period between the Closing Date and the Allotment Date to allow for a 10 Trading Day pricing period.

14. How many Shares will I receive?

You will receive the number of Shares equal to the dollar amount of Shares you have applied for divided by the Issue Price. In most circumstances, the dollar amount of Shares you have applied for will not equal a whole number of Shares once the Issue Price is determined. In this case, the number of the Shares allotted to you will be rounded up to the nearest Share.

If you send in a cheque in Australian dollars, the number of Shares you receive will depend on the exchange rate as displayed by Reuters at 9.00 am (NZ time) on the Price Announcement Date, being the rate at which your Australian dollars will be converted into New Zealand dollars. Such amount converted into New Zealand dollars will then be divided by the Issue Price to calculate the number of Shares you receive.

If Fletcher Building receives application funds in excess of NZ$100 million, it will undertake a Scaleback, on a pro-rata basis, of the dollar amount you selected on your Application Form. This will mean you will receive fewer Shares than you applied for. Should this occur the difference between the dollar amount you have selected and the scaled back amount will be refunded to you. The refund will be credited to your bank account (if those details are known by the Share Registrar) or a cheque will be enclosed with your transaction confi rmation statements, which will be forwarded to you on the Despatch Date. No interest will be paid on any application monies returned to you.

15. Where will the Shares be quoted?

The Shares have been accepted for listing by NZX and Fletcher Building will apply for quotation of the Shares on

6 I Fletcher Building I Share Purchase Plan

Questions and Answers continued

ASX and it is expected that the Shares will be quoted upon completion of allotment procedures. However, NZX and ASX accept no responsibility for any statement in this offer document.

It is expected that you will be able to commence trading the Shares allotted to you under the SPP on the NZX or ASX on the Trading Day immediately after the Allotment Date. This is currently expected to be 22 May 2009.

17. Will the offer be available again?

The SPP is intended as a one-off initiative to give Eligible Shareholders the opportunity to purchase additional Shares without transaction costs or brokerage. Subject to the legal constraints that apply as noted in question 16 above, the Board of Fletcher Building reserves the right to make similar offers under similar share purchase plans in the future.

18. Further assistance

16. Why is there a Maximum Application Amount?

The Offer under the SPP needs to comply with the conditions imposed by New Zealand and Australian securities legislation, NZX, ASX and the Australian Securities and Investments Commission (ASIC).

If you have any questions relating to the SPP, please call the SPP Information Line on 0800 220 010 in New Zealand or 1800 209 519 in Australia. The SPP Information Line will not provide legal, fi nancial, investment or taxation advice. Please consult your fi nancial adviser before making an investment decision in respect of the SPP.

Under the terms of the Securities Act (Fletcher Building Limited) Exemption Notice 2009 (which is expected to be gazetted on 9 April 2009), the New Zealand Securities Commission has increased the NZ$5,000 limit that applies to share and unit purchase plans for NZX issuers under the Securities Act (NZX – Share and Unit Purchase Plans) Exemption Notice 2005 to permit Fletcher Building shareholders to buy up to NZ$12,500 of new Shares under the SPP, provided that shareholders may only buy a maximum of NZ$12,500 of new Fletcher Building Shares under a share purchase plan or similar arrangement within a 12 month period. In its decision dated 1 April 2009, NZX Regulation granted a similar waiver from the NZ$5,000 limit that applies under the NZSX Listing Rules.

Under the terms of an instrument of relief granted to Fletcher Building on 30 March 2009, ASIC has increased the A$5,000 limit that applies under Class Order 02/831 to permit Fletcher Building shareholders to buy up to A$10,000 of new Shares under the SPP, provided that shareholders may only buy a maximum of A$10,000 of new Fletcher Building Shares under a share purchase plan within a 12 month period.

In order not to exceed the lesser of these two amounts (NZ$12,500 and A$10,000), Fletcher Building has set maximum application amounts of NZ$11,500 and A$9,000 to allow for exchange rate movements. If the NZ$:A$ exchange rate varies such that the dollar amount you applied for exceeds either of these NZ$12,500 and A$10,000 statutory limits, Shares having a total value equal to the relevant statutory limit will be issued to you and you will be refunded the excess cash amount.

No interest will be paid on any application monies returned to you.

Fletcher Building I Share Purchase Plan I 7

Terms and Conditions

IMPORTANT NOTICE:

If you apply to participate in the SPP by completing and returning the Application Form, you are accepting the risk that the market price of Shares may change between the date of this offer and the Allotment Date. This means that it is possible that up to or after the Allotment Date, you may be able to buy Shares on NZSX or ASX at a lower price than the Issue Price. The description of the Issue Price in clause 4 details how the Issue Price is calculated.

We encourage you to seek your own fi nancial advice regarding your participation in the SPP.

Defi ned words and expressions used in this booklet are capitalised – see the Glossary on page 11 for their defi nition.

These Terms and Conditions set out the terms and conditions of the offer made pursuant to the SPP. Please read these Terms and Conditions carefully.

interests of Fletcher Building, provided that the price and terms and conditions of the issue are not materially more favourable than those offered under the SPP.

2. Eligible Shareholders

2.1 You may participate in the SPP if you are an Eligible Shareholder.
2.2 Joint holders of Shares are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and the certifi cation on the Application Form is taken to have been given by all of them.
2.3 If you are an Eligible Shareholder, your rights under this offer are personal to you and non-renounceable, so you may not transfer them.

3. Applications for Shares

Limitations on applications

1. Offer timetable

1.1 This offer is dated, and taken to be made at 9.00 pm (NZ time) on 8 April 2009 (Record Date).
1.2 The offer opens on 14 April 2009 (Opening Date).
1.3 The offer closes at 5.00 pm (NZ time) on 5 May 2009 (Closing Date), unless extended. Application Forms and cheques may not be processed by Fletcher Building or held to be valid by Fletcher Building if they have not been received by this time.
1.4 The Issue Price will be announced on or around 10:00 am on 20 May 2009 (Price Announcement Date). The Issue Price will be fi xed and announced on NZSX and ASX before allotment of the Shares pursuant to the SPP.
1.5 Any Scaleback will be announced on the Price Announcement Date.
1.6 The Shares are proposed to be allotted on or around 21 May 2009 (Allotment Date).
1.7 Fletcher Building expects the Shares will commence trading on the NZSX and ASX on the Trading Day after the Allotment Date.
1.8 Fletcher Building expects that a transaction confi rmation and, if applicable, a refund as a result of a Scaleback being applied to your allotment, and/or due to foreign exchange movements resulting in the statutory limits of NZ$12,500 and A$10,000 being exceeded will be despatched to you on or around 22 May 2009 (Despatch Date).
1.9 Fletcher Building has a discretion to change, at any time, any of the Closing Date, the Price Announcement Date, the Allotment Date and the Despatch Date (notwithstanding that the offer has opened, or Application Forms have been received) by lodging a revised timetable with NZX and ASX.
1.10 In accordance with clause 10, any Shares that are not issued under the SPP may be issued by Fletcher Building to Eligible Persons under the Top-Up Offer or to the Underwriters and in such manner as the Board considers equitable and in the
3.1 Subject to clause 3.3, if you are an Eligible Shareholder you may apply to purchase Shares to the dollar amount you select on your Application Form up to the Maximum Application Amount, subject to a minimum application of NZ$1,000 or A$1,000. Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold Shares in more than one capacity) may apply on different Application Forms, provided that and subject to clause 3.3, the total value of the Shares that you may apply for in all capacities is the Maximum Application Amount.
3.2 The total value of all Shares issued by Fletcher Building to an Eligible Shareholder in any 12 month period under the SPP (as if Shares up to the dollar amount applied for in the SPP were issued and whether the Shares are issued through any Custodian or to the Eligible Shareholder in his or her own right) or any similar offer must not exceed the Maximum Application Amount. This limit applies only to Shares issued by Fletcher Building under the SPP or any similar arrangement but does not include any Shares the Eligible Shareholder may have acquired on the NZSX or ASX, the institutional placement on 2 April 2009 or under Fletcher Building’s Dividend Reinvestment Plan.

Custodians

3.3 Where a Custodian is a registered holder of Shares and is expressly noted on Fletcher Building’s share register as holding Shares on behalf of another person (benefi cial owner), the benefi cial owner will be taken to be the registered holder of Shares. The Custodian may apply on behalf of each such benefi cial owner (who has a registered address in New Zealand or Australia) for Shares up to the Maximum Application Amount (subject to clause 3.4).
3.4 The total value of all Shares issued directly or indirectly by Fletcher Building to a benefi cial owner in any 12 month period under the SPP (as if the Shares up to the dollar amount applied for through the Custodian on behalf of that benefi cial owner pursuant to the SPP were issued and whether the Shares are issued through any Custodian or to the benefi cial owner in his

8 I Fletcher Building I Share Purchase Plan

Terms and Conditions continued

or her own right, if the benefi cial owner is also an Eligible Shareholder) or any similar arrangement must not exceed the Maximum Application Amount. This limit applies only to Shares issued by Fletcher Building under the SPP or any similar arrangement in any 12 month period but does not include any Shares the benefi cial owner may have acquired on the NZSX or ASX, the institutional placement on 2 April 2009 or under Fletcher Building’s Dividend Reinvestment Plan.

3.5 If a Custodian applies to purchase Shares, the Custodian must certify to Fletcher Building in writing together with the application:
(a) that the Custodian holds Shares directly or indirectly as a Custodian for benefi cial owners;
(b) the number of those benefi cial owners;
(c) that each benefi cial owner has a registered address in Australia or New Zealand and is not a “U.S. Person” or a person acting on behalf of a U.S. Person (as defi ned in Regulation S under the U.S. Securities Act 1933);
(d) in respect of each of the benefi cial owners, how many Shares the benefi cial owner or the benefi cial owner’s agent has instructed the Custodian to accept on behalf of that benefi cial owner; and
(e) that the Custodian undertakes not to accept on behalf of any of those benefi cial owners for which it acts directly or indirectly as a Custodian, in any 12 month period, Shares in Fletcher Building under the SPP or any similar arrangement the total value of which is more than the Maximum Application Amount.

Scaleback

3.6 The dollar amount of Shares you apply for (including those to be issued to a Custodian) are subject to Scaleback on a pro-rata basis (see Parts 5 and 6 below).

Completing the Application Form and paying for Shares

3.7 If you wish to participate in the SPP, you must complete the Application Form and provide a cheque in accordance with the instructions on the Application Form on or before the Closing Date. Cheques should be drawn on either a New Zealand or Australian bank account. You should mark the relevant box on the Application Form indicating the currency you would like to use to pay for the Shares.

Fletcher Building’s discretion regarding applications

3.8 Fletcher Building has complete discretion to accept or reject your application to purchase Shares under the SPP, including (without limitation) if:
(a) your Application Form is incorrectly completed, incomplete or otherwise determined by Fletcher Building to be invalid;
(b) your cheque is dishonoured or has not been completed correctly;
(c) it appears that you are applying to buy more than the Maximum Application Amount (in aggregate) of Shares

at the Issue Price (except if you are a Custodian applying on behalf of more than one benefi cial owner in accordance with clause 3.3);

(d) your Application Form is received after the Closing Date. While Fletcher Building has discretion to accept late Application Forms and cheques, there is no assurance that it will do so. Late Application Forms and cheques, if not processed, will be returned to you at your registered address;
(e) Fletcher Building believes that you are not an Eligible Shareholder;
(f) you are a Custodian or purport to be a Custodian and fail to provide the certifi cation required by clause 3.5;
(g) Fletcher Building is not reasonably satisfi ed that the total value of Shares issued to any benefi cial owner is not more than the Maximum Application Amount in any 12 month period, whether those Shares are issued through any Custodian or, if the benefi cial owner is also a Fletcher Building shareholder, in their own right as a shareholder; or
(h) Fletcher Building considers that your application does not otherwise comply with these Terms and Conditions.

Interest

3.9 No interest will be paid on any application monies returned to you.

Signifi cance of sending in an application

3.10 If you apply to participate in the SPP by completing and returning the Application Form:
(a) your application, on these Terms and Conditions, will be irrevocable and unconditional (it cannot be withdrawn);
(b) you certify to Fletcher Building that you are an Eligible Shareholder, or you are a Custodian applying on behalf of a benefi cial owner as set out in clause 3.5(c), who is entitled to apply for Shares under these Terms and Conditions;
(c) you agree to be bound by the constitution of Fletcher Building;
(d) you certify to Fletcher Building that:
- (i) you are not applying for Shares with an aggregate value in excess of the Maximum Application Amount under the SPP (including applications made through a Custodian) even though you may have received more than one offer under the SPP or received offers in more than one capacity under the SPP; and
- (ii) the total value of those Shares for which you are applying, if issued, together with the total value of all and any other Shares applied for by you under the SPP or any similar arrangement and issued by Fletcher Building to you in any 12 month period will not exceed the Maximum Application Amount (excluding any Shares you may have acquired in that period on the NZSX or the ASX, the institutional placement on

Fletcher Building I Share Purchase Plan I 9

2 April 2009 or under Fletcher Building’s Dividend Reinvestment Plan);
(e) you authorise Fletcher Building (and its offi cers or agents) to correct any error in, or omission from, your Application Form and to complete your Application Form by the insertion of any missing details;
(f) you acknowledge that Fletcher Building may at any time irrevocably determine that your Application Form is valid, in accordance with these Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective;
(g) you accept the risk associated with any refund that may be despatched to you by cheque to your address shown on Fletcher Building’s share register;
(h) if you are entitled to a refund as a result of exchange rate movements or Scaleback, then you will receive such refund in accordance with Part 6 below;
(i) you acknowledge that none of Fletcher Building, its advisers or agents has provided you with investment advice or fi nancial product advice, and that none of them has an obligation to provide advice concerning your decision to apply for and purchase Shares;
(j) you acknowledge the risk that the market price for the Shares may change between the date of the offer and the Allotment Date. A change in market price during this period may affect the value of the Shares;
(k) you acknowledge that Fletcher Building may disclose any information in or relating to your application and accompanying cheque to the Share Registrar in connection with their management of the SPP;
(l) you acknowledge that Fletcher Building is not liable for any exercise of its discretions referred to in these Terms and Conditions; and
(m) you irrevocably and unconditionally agree to the Terms and Conditions and agree not to do any act or thing which would be contrary to the spirit, intention or purpose of the SPP.

If a Custodian applies to purchase Shares for a benefi cial owner pursuant to clause 3.3, the certifi cation referred to in clause 3.10(d) will be taken to be given by the benefi cial owner on whose behalf the Custodian is applying to purchase Shares and an issue of Shares will be taken as an issue to the benefi cial owner.

4. Issue Price

4.1 You agree to pay the Issue Price per Share up to a maximum of the dollar amount of Shares you have specifi ed on the Application Form.
4.2 The Issue Price will be the lesser of:
(a) NZ$5.35 - being the price paid for Shares by institutional investors in the Placement (which represented a discount

of 12.5% to the volume weighted average price of Shares traded on the NZSX on 31 March 2009); and

(b) a discount of 3% to the average of the daily volume weighted average prices of Shares traded on the NZSX calculated over the period of 10 Trading Days commencing on the fi rst Trading Day following the Closing Date, not including sales arising from Excluded Transactions.
4.3 In either case, the Issue Price will be less than the average end of day market price of Shares traded on the NZSX calculated over the period of 5 Trading Days immediately before the announcement of the Placement (which price was NZ$6.21). This period is specifi ed as a reference period in accordance with the Securities Act (Fletcher Building Limited) Exemption Notice 2009 (which is expected to be gazetted on 9 April 2009).
4.4 The Issue Price will be announced on or around 10:00 am on 20 May 2009, and it is expected that Shares will be allotted on 21 May 2009.

5. Number of Shares you will receive

5.1 If you apply for Shares under the SPP, you will apply for a certain dollar amount rather than a certain number of Shares. The number of Shares you receive will be determined by:
(a) if there is no Scaleback applied to your allotment, dividing the dollar amount of the Shares you have applied for by the Issue Price, once it is determined; or
(b) if there is a Scaleback applied to your allotment, dividing the dollar amount of Shares you have been allocated by the Issue Price, once it is determined.

If this calculation produces a fractional number, the number of Shares you will be allotted will be rounded up to the nearest whole number of Shares.

6. Refunds

6.1 If you send in a cheque in Australian dollars, those Australian dollars will be converted into New Zealand dollars by Fletcher Building using the exchange rate as displayed by Reuters at 9.00 am (NZ time) on the Price Announcement Date to determine the New Zealand dollar amount of the Shares you have applied for.
6.2 If the NZ$:A$ exchange rate varies such that the dollar amount of Shares you have applied for exceeds the statutory limit (being the lesser of NZ$12,500 and A$10,000), Shares having a total Issue Price equal to the relevant statutory limit will be issued to you and you will be refunded the excess cash amount.
6.3 If Fletcher Building receives application funds in excess of NZ$100 million, Fletcher Building will undertake a Scaleback on a pro-rata basis. Any such Scaleback will reduce the total value of all Shares issued at the Issue Price under the SPP to NZ$100 million. If Fletcher Building applies Scaleback to your allotment, your application monies may be greater than

10 I Fletcher Building I Share Purchase Plan

Terms and Conditions continued

the dollar amount of the Shares you will be allotted. In that event, the difference between the dollar amount of the Shares you are allotted and your application monies will be credited to your bank account (if those details are known by the Share Registrar) or refunded to you by cheque mailed on the Despatch Date.

6.4 No interest will be paid on any application monies returned to you.

7. The Shares

7.1 Shares issued under the SPP will rank equally with, and have the same voting rights, dividend rights and other entitlements as, each other and existing fully paid Shares quoted on the NZSX and ASX. Shares issued under the SPP will not be entitled to receive the interim dividend of 24 cents per share paid on 8 April 2009.
7.2 The Shares have been accepted for listing by NZX and Fletcher Building will apply for quotation of the Shares on ASX and it is expected that the Shares will be quoted upon completion of allotment procedures. However, NZX and ASX accept no responsibility for any statement in this offer document.
7.3 You cannot trade in any Shares issued to you pursuant to the SPP, either as principal or agent, until offi cial quotation on the NZSX in accordance with the NZX Listing Rules or on the ASX in accordance with the ASX Listing Rules. Fletcher Building expects the Shares will commence trading on the NZSX and ASX on the Trading Day immediately after the Allotment Date.
7.4 Shares will be entered on the register in which your Shares are currently held. In other words, if you hold Shares on the New Zealand register of Fletcher Building, then any Shares issued to you pursuant to the SPP will be entered on the New Zealand register. If you hold Shares on the Australian CHESS Sponsored register, then similarly any Shares issued to you under the SPP will be entered on the Australian CHESS Sponsored register. If you hold Shares on the Australian Issuer Sponsored register, then any Shares issued to you pursuant to the SPP will be entered on the Australian Issuer Sponsored register. If you hold Shares on multiple registers, Shares will be entered on the register of your country of residence, or in the case where you hold both CHESS Sponsored and Issuer Sponsored Shares in Australia, Shares will be entered on the CHESS Sponsored register.

8. Financial Statements

You may download the most recent annual report and fi nancial statements of Fletcher Building from the Fletcher Building website: http://www.fl etcherbuilding.co.nz/corporate/ resultsreports.aspx or you may obtain, free of charge, the most recent annual report and fi nancial statements of Fletcher Building by contacting Fletcher Building.

9. Amendments to the Offer and waiver of compliance

9.1 Fletcher Building reserves the right to, in its absolute discretion, waive compliance with any provision of the Terms and Conditions, amend or vary the Terms and Conditions and suspend, withdraw or terminate the offer and the SPP, at any time (including its discretion to revise the timetable under clause 1.9 above). Any such waiver, amendment, variation, suspension, withdrawal or termination will be binding on all Eligible Shareholders. Fletcher Building will notify NZX and ASX if it does so waive, amend, vary, suspend, withdraw or terminate the offer or the SPP.
9.2 Fletcher Building may issue fewer Shares than an Eligible Shareholder applies for under this offer (or none at all) if Fletcher Building believes that issuing those Shares would break any law or rules of any stock exchange on which Fletcher Building Shares are quoted.

10. Underwriting of the Offer

10.1 To the extent that Fletcher Building receives, in aggregate, application monies less than NZ$60 million pursuant to the SPP and the Top-Up Offer, then the Underwriters have agreed to subscribe, or procure subscriptions, for an amount of Shares at the Issue Price so that the minimum proceeds from the SPP and the Top-Up Offer will be NZ$60 million.
10.2 This underwriting arrangement does not preclude Fletcher Building from accepting subscriptions under the SPP in excess of the underwritten NZ$60 million amount (up to the NZ$100 million maximum limit agreed with the Underwriters).

11. Interpretation of Documents

In the event of any confl ict between these Terms and Conditions (including the Glossary) and the accompanying letter from the Chairman and Questions and Answers, these Terms and Conditions shall take precedence.

12. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand.

13. Dispute Resolution

If any dispute arises in connection with the SPP, Fletcher Building may settle it in any manner it thinks fi t. It may do so generally or in relation to any particular participant, application or Share. Fletcher Building’s decision will be fi nal and binding.

14. Inconsistency

Unless otherwise determined by the directors of Fletcher Building, in the event of any inconsistency between the Terms and Conditions of the SPP and Fletcher Building’s constitution, Fletcher Building’s constitution shall prevail.

Fletcher Building I Share Purchase Plan I 11

Glossary

Allotment Date On or around 21 May 2009, unless extended.

Application Form The personalised application form relating to the SPP that you received with this booklet, including the instructions on the reverse of the form.

» a discount of 3% to the average of the daily volume weighted average prices of Shares traded on the NZSX calculated over the period of 10 Trading Days commencing on the fi rst Trading Day following the Closing Date, not including sales arising from Excluded Transactions.

ASX ASX Limited.

Closing Date 5 May 2009, unless extended.

Custodian A holder of Shares that is a trustee corporation or a nominee company and holds Shares by reason only of acting for another person, where that person has a registered address in Australia or New Zealand, in the ordinary course of business of that trustee corporation or nominee company, or a holder of Shares by reason only that the person is a bare trustee of a trust to which the Shares are subject, where the benefi ciary of that trust has a registered address in Australia or New Zealand.

Despatch Date On or around 22 May 2009, unless extended.

Eligible Person A person who, at 9.00 pm (NZ time) on the Record Date, was a holder of Shares whose registered address is in New Zealand and who is an “eligible person” as that term is defi ned in section 5(2CC) of the Securities Act 1978.

Eligible Shareholder A person who, at 9.00 pm (NZ time) on the Record Date, was recorded in Fletcher Building’s share register as being a registered holder of Shares and whose registered address is in New Zealand or Australia. No “U.S. Person” or person acting on behalf of a U.S. Person (as defi ned in Regulation S under the U.S. Securities Act 1933) will be an Eligible Shareholder.

Excluded Transactions A special crossing, crossing outside the open session state, any overnight crossing (all as defi ned in the NZX and ASX listing rules), any overseas trade or trade pursuant to the exercise of options over Shares or any other sale which Fletcher Building and its Financial Advisers consider may not be fairly refl ective of natural supply and demand.

Financial Advisers and Underwriters Goldman Sachs JBWere (NZ) Limited and Macquarie Securities (NZ) Limited.

Fletcher Building Fletcher Building Limited, New Zealand company number 1104175, (ARBN 096 046 936), having its registered offi ce at 810 Great South Road, Penrose, Auckland 1061, New Zealand.

Maximum Application Amount The maximum aggregate value of Shares, at the Issue Price, that you may apply for under the SPP, being NZ$11,500 (if applying in New Zealand dollars) or A$9,000 (if applying in Australian dollars).

NZX NZX Limited.

NZSX The main board equity security market operated by NZX.

Opening Date 14 April 2009.

Placement The underwritten placement of Shares to institutional investors announced on 1 April 2009.

Price Announcement Date Date on which the Issue Price is announced, expected to be on or around 20 May 2009, unless extended in accordance with the Terms and Conditions.

Record Date 8 April 2009.

Scaleback The reduction in the amount of Shares under the SPP (compared to the dollar amount applied for) that Fletcher Building will undertake if it receives, in aggregate, application monies exceeding $100 million under the SPP.

Shares Ordinary shares of Fletcher Building (FBU.NZ and FBU.ASX).

Share Registrar Computershare Investor Services Limited in New Zealand and Computershare Investor Services Pty Limited in Australia.

SPP The Share Purchase Plan detailed in these Terms and Conditions.

Top-Up Offer The offer made to Eligible Persons of Shares, up to NZ$20 million, not taken up under the SPP.

Trading Day A full day on which the Shares are quoted, and not suspended from quotation or made subject to a trading halt, on NZSX. A day on which the NZSX is closed or on which trading on NZSX is suspended is not a Trading Day.

U.S. Person A U.S. Person defi ned in Regulation S under the U.S. Securities Act 1933.

Issue Price The price at which the Shares will be issued pursuant to the SPP, being the lesser of:

» NZ$5.35 - being the price paid for Shares by institutional investors in the Placement (which represented a discount of 12.5% to the volume weighted average price of Shares traded on the NZSX on 31 March 2009); and

12 I Fletcher Building I Share Purchase Plan

Registered Offi ce

Fletcher Building Limited Fletcher House, 810 Great South Road Penrose Private Bag 92 114 Victoria Street West Auckland 1142

Share Registry

Computershare Investor Services Limited Level 2, 159 Hurstmere Road Private Bag 92 119 Takapuna, Auckland

Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 PO Box 242 Melbourne, VIC 3001

Financial Advisers and Underwriters

Goldman Sachs JBWere (NZ) Limited Level 38, Vero Centre, 48 Shortland Street PO Box 887 Auckland Telephone: 0800 555 555 or +64 9 357 3200

Macquarie Securities (NZ) Limited Level 17, 88 Shortland Street PO Box 2006 Auckland Telephone: +64 9 357 6931

Legal Advisers

Bell Gully Vero Centre, 48 Shortland Street Auckland

Gilbert + Tobin 2 Park Street Sydney NSW 2000

SHARE PURCHASE PLAN (SPP) APPLICATION FORM

Fletcher Building Limited 810 Great South Road, Penrose Auckland, New Zealand

The SPP booklet accompanying this Application Form is important. If you have any questions in relation to the SPP, please consult your fi nancial adviser or call the SPP Information Line on 0800 220 010 in New Zealand and on 1800 209 519 in Australia. Please see instructions on the reverse on how to complete this Application Form and where to send it.

Shareholding as at 8 April 2009

CSN Holder Number

Name on Register

Application for Shares and Payment

You may apply for Fletcher Building Limited (Fletcher Building) ordinary shares (Shares) up to a maximum value of NZ$11,500 (if applying in New Zealand dollars) or A$9,000 (if applying in Australian dollars) subject to a minimum of NZ$1,000 or A$1,000 (on and in accordance with the Terms and Conditions in the accompanying SPP booklet). Please indicate the currency you will pay in, and the value of, the Shares you are applying for:

NZ$ A$ Value of Shares applied for: $

Note: You may receive a refund as a result of any foreign exchange movements (if you apply for (or near to) the maximum value of NZ$11,500 or A$9,000) or due to any Scaleback if Fletcher Building receives application funds in excess of NZ$100 million in the circumstances as set out in Part 6 of the Terms and Conditions.

If you are a Custodian acting on behalf of a benefi cial owner you must complete this section.

Please state the number of benefi cial owners for whom you act as a Custodian:

Please state the full name(s) of the benefi cial owner(s) for whom you act in submitting this Application Form:

==> picture [525 x 36] intentionally omitted <==

Certifi cation

By accepting this offer and applying for Shares under the SPP, you are agreeing to the Terms and Conditions (in particular those described in Part 3.10 of the SPP booklet) and you are providing the certifi cation set out on the reverse side of this form, under the heading “Certifi cation”. Read that section carefully.

Execution (Only Custodians need to sign this Application Form)*

Director/Authorised Person

*If a company is signing, it must be signed on behalf of the company by a person(s) duly authorised for that purpose.

If this Application Form is signed under a power of attorney, the attorney certifi es that they have been duly authorised by the shareholder (the Donor) and, at the date of this Application Form, the attorney has not received any notice of information of the revocation of that appointment by the Donor or otherwise.

Contact Details

Please provide your contact details below.

Contact name Daytime telephone number

This offer closes at 5.00pm (NZ time) on 5 May 2009. Applications must be received by the Share Registrar before this time at the address provided on the reverse. Please allow adequate time for mail deliveries. Personal information provided will be held by Fletcher Building and/or the Share Registrar. This information will be used for the purposes of managing your investment in the SPP. Under the Privacy Act 1993, you have the right to access and correct any personal information held about you.

Instructions

How to complete this Application Form: Read carefully the terms and conditions (Terms and Conditions) of the Fletcher Building Share Purchase Plan (SPP) contained in the booklet accompanying this Application Form. In this Application Form, where the context requires, a reference to “I” includes a reference to “we”. If you do not understand the Terms and Conditions, this Application Form or if you have any questions about what to do in relation to the SPP, please consult your fi nancial adviser or call the SPP Information Line on 0800 220 010 in New Zealand and on 1800 209 519 in Australia.

1. Application and payment

» You must pay in either New Zealand dollars or Australian dollars. Tick the relevant box.
» Enter the value of Shares you wish to apply to purchase in the box provided.
» Do not apply for Shares having a value of less than NZ$1,000 or A$1,000 or greater than NZ$11,500 or A$9,000.
Make your cheque payable to “Fletcher Building Equity Raising”.
»
» The date of the cheque should be the date you fi ll it in. Do not post-date the cheque.

acquired in that period on NZSX or the ASX, under the institutional placement on 2 April 2009 or under the Fletcher Building Dividend Reinvestment Plan).

» If I am a Custodian, I certify that:
I hold Shares directly or indirectly as a Custodian for benefi cial owners;
the number of benefi cial owners for which I am holding those Shares as Custodian is set out on the front of this Application Form;
each benefi cial owner on whose behalf I am submitting this Application Form is named on the front of this Application Form, has his/her registered address in New Zealand or Australia and is not in the United States, is not a “U.S. Person” or person acting on behalf of a “U.S. Person” (as defi ned in Regulation S under the U.S. Securities Act 1933);
each benefi cial owner (or the benefi cial owner’s agent) has instructed me to apply for, and accept, under the SPP the value of Shares set out on the front of this Application Form; and
I undertake not to accept on behalf of a benefi cial owner for whom I act directly or indirectly as Custodian in any 12 month period Shares under the SPP and/or any similar arrangement the total application amount of which is more than NZ$11,500 or A$9,000 for that benefi cial owner.

3. Execution

» Cross the cheque “Not Transferable”. Do not forget to sign the cheque.
» The cheque must be for the same amount as the amount you wrote on this front of this Application Form.
» Do not make any foreign exchange adjustments to the investment amount. If you have applied for (or near to) the maximum value of NZ$11,500 or A$9,000, you may receive a foreign exchange refund in the circumstances described in the Terms and Conditions.
» If Fletcher Building receives application monies in excess of NZ$100 million, it will undertake a Scaleback which may result in you receiving a refund as described in the Terms and Conditions.

2. Certifi cation

I irrevocably apply for the value of Shares indicated in this Application Form (or such greater or lesser number of Shares as may be allocated to me due to rounding or a Scaleback) and agree that:

» By applying for Shares, I acknowledge that this Application Form was distributed with the booklet containing the Terms and Conditions dated 8 April 2009, and confi rm that I have read this Application Form and the SPP booklet in their entirety. I agree to be bound by the constitution of Fletcher Building and I irrevocably and unconditionally agree to the Terms and Conditions.
If I am not a Custodian, I certify that:
»
my registered address is in New Zealand or Australia and I held Shares on the Record Date;
I am not in the United States, am not a “U.S. Person” or person acting on behalf of a “U.S. Person” (as defi ned in Regulation S under the U.S. Securities Act 1933);
I am not applying for Shares with an aggregate application amount which is more than NZ$11,500 or A$9,000 (including applications made through a Custodian) even though I may have received more than one offer under the SPP or received offers in more than one capacity under the SPP; and
the total application amount of those Shares for which I am applying, if issued, together with the total application amount of all and any other Shares applied for by me under the SPP or any similar arrangement and issued by Fletcher Building to me in any 12 month period will not exceed NZ$11,500 or A$9,000 (excluding any Shares I may have

Only Custodians need to sign this Application Form.

4. Contact Details

Fill in your daytime telephone number and contact name, as we may need to contact you, for example, if you have not fi lled in this Application Form correctly.

Post or hand deliver this Application Form and your cheque so that it is received before 5.00pm (NZ time) on 5 May 2009. You should allow suffi cient time for delivery by the postal service. Application Forms and cheques received after the closing date may not be processed regardless of when they are postmarked. We have included a reply paid envelope for your convenience. You may also:

Use a standard envelope to the following postal address: New Zealand:

Computershare Investor Services Limited Private Bag 92119 Auckland 1142

Australia:

Computershare Investor Services Pty Limited GPO Box 52 Melbourne VIC 8060

OR

Deliver personally to the following address: New Zealand:

Computershare Investor Services Limited Level 2, 159 Hurstmere Road Takapuna, North Shore City

Australia:

Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford VIC 3067

Applications may also be lodged with any Primary Market Participant, either of the Financial Advisers or any other channel approved by NZX, in time to enable forwarding to the Registrar before the Closing Date.

==> picture [159 x 79] intentionally omitted <==

Fletcher Building Limited 810 Great South Road, Penrose Private Bag 92114, Auckland 1142 New Zealand Ph: 64 9 525 9000 www.fletcherbuilding.com

8 April 2009

Dear Shareholder

On behalf of the board of directors of Fletcher Building Limited (Fletcher Building), we are pleased to offer you the opportunity to participate in a Top-Up Offer to purchase Fletcher Building shares in addition to your entitlement under the Share Purchase Plan (the SPP). This follows the successful completion of an institutional placement of 76 million shares at an issue price of NZ$5.35 per share raising total proceeds of NZ$406.5 million (the Placement).

The purpose of the Top-Up Offer is to address any potential dilutive impact on your shareholding as a result of the Placement by providing you with the opportunity to acquire additional Fletcher Building shares to maintain your approximate percentage shareholding. These shares are offered to you at the Placement issue price of NZ$5.35 per share without brokerage and transaction costs.

The Top-Up Offer, which is limited to a maximum of NZ$20 million of shares, is being offered in addition to the SPP that is described in the booklet that accompanies this letter. Shares offered under the Top-Up Offer will be issued out of any shortfall of the SPP and the Offer is conditional on the maximum amount of shares under the SPP (NZ$100 million) not being fully subscribed.

Accordingly, you should apply for the maximum application amount under the SPP (being NZ$11,500 or A$9,000) before participating in the Top-Up Offer.

The terms and conditions of the Top-Up Offer are set out on the accompanying Application Form. Please read these carefully before making your investment decision as there are strict eligibility criteria that must be satisfied in order to participate in the Top-Up Offer.

The proceeds from the Top-Up Offer, along with those from the Placement and the SPP, will be used to reduce Fletcher Building’s borrowings and strengthen its balance sheet. In particular, the improvement in the balance sheet will position Fletcher Building as having a capital structure comparable to companies with an investment grade credit rating, which is seen as important for continued access to credit markets and debt funding on acceptable terms.

If you choose to apply for shares under the Top-Up Offer, please complete the accompanying Application Form and return it to Fletcher Building’s share registry at the address set out in the Application Form together with a New Zealand dollar cheque for the application monies by 5 May 2009. Your Application Form must also be accompanied by the certificate which verifies that you are eligible to participate in the Top-Up Offer. These certificates are described in the Application Form.

If you have any questions or require further information in respect of the Top-Up Offer, please call the Top-Up Offer Information Line on 0800 220 010. For information about Fletcher Building generally, please see our website: www.fletcherbuilding.co.nz.

On behalf of the Board, we invite you to consider this opportunity to increase your investment in Fletcher Building and thank you for your continued support as a Fletcher Building shareholder.

Yours sincerely

==> picture [90 x 23] intentionally omitted <==

Dr. Roderick Deane Chairman

==> picture [97 x 36] intentionally omitted <==

Jonathan Ling Chief Executive Officer

ELIGIBLE INVESTOR – TOP-UP OFFER APPLICATION FORM

Fletcher Building Limited 810 Great South Road, Penrose Auckland, New Zealand

This document is important. If you have any questions in relation to the Top-Up Offer, please consult your fi nancial adviser. Please see the enclosed instructions on how to complete this Application Form. You may only apply for fully paid ordinary shares ( “Shares”) in Fletcher Building Limited ( “Fletcher Building” ) using this Application Form if:

you are an “eligible person” for the purposes of the Securities Act 1978;
your registered address is in New Zealand; and
you did not receive an offer to participate in the private placement undertaken on 2 April 2009.
Fletcher Building has the right to determine whether you meet these eligibility criteria in its absolute discretion.

Shareholding as at 8 April 2009

CSN/Holder Number

Name on Register

Maximum Share entitlement

1. Share entitlement

The maximum number of Shares you may apply for is set out above. This number has been calculated by taking 18% of your shareholding on 8 April 2009 less 2,150 Shares*.

*being the institutional shareholders’ potential pro-rata participation rate on 2 April 2009.

**being an estimate of your maximum Share entitlement under the SPP of NZ$11,500 divided by NZ$5.35.

2. Issue price

NZ$5.35 per Share (being the price paid by investors participating in the Placement and representing a discount of 12.5% to the volume weighted average price of Fletcher Building Shares traded on the NZSX on 31 March 2009).

3. Application and payment

Please indicate below the value of Shares you wish to apply for (you may pay for Shares in NZ$ only):

Number of Shares x NZ$5.35 = NZ$

In the event of any difference between the dollar amount of the cheque accompanying your Application Form and the amount set out above, the dollar amount of the cheque will take precedence.

4. Certifi cation

By completing and returning this Application Form, you are providing the certifi cation set out in the Instructions, under the heading “Certifi cation”, that you are an “eligible person” for the purposes of the Securities Act 1978 and agree to provide the information, and take the other steps, required to satisfy the qualifi cation criteria for “eligible persons” under the Securities Act 1978. Please read that section carefully.

5. Capacity and supporting documentation

You are an “eligible person” if you are “wealthy” or an “experienced investor” (because you are either experienced in investing money or experienced in the industry or business in which Fletcher Building operates). Please tick which category applies to you:

Wealthy Experienced Investor

You must provide the following documentation with this Application Form to support that you are “wealthy” or an “experienced investor”:

» If you are “wealthy”, you must provide a certifi cate from an independent chartered accountant that complies with section 5(2CD) of the Securities Act 1978 (described in section 3(g) of the Instructions);
» If you are an “experienced investor”, you must provide a certifi cate from an independent fi nancial services provider that complies with section 5(2CE)(a) and (b) of the Securities Act 1978 (described in section 3(h) of the Instructions) and by signing this Application Form, you acknowledge that the fi nancial services provider has not provided you with either an investment statement or prospectus relating to the Shares (described in section 3(i) of the Instructions).

6. Execution

If a company is signing, it must be signed on behalf of the company by a person(s) duly authorised for that purpose. If this Application Form is signed under power of attorney, the attorney certifi es that they have been duly authorised by the shareholder (the Donor) and, at the date of this Application Form, the attorney has not received any notice or information of the revocation of that appointment by the Donor or otherwise.

7. Contact details

Please provide your contact details below.

==> picture [41 x 69] intentionally omitted <==

Contact name

Daytime telephone number

Instructions

How to complete this Application Form: Read carefully the Terms and Conditions of the Top-Up Offer accompanying the Application Form. In the Application Form and these Instructions, where the context requires, a reference to “I” includes a reference to “we”. If you do not understand the Application Form or if you have any questions about what to do in relation to the Top-Up Offer, please consult your fi nancial adviser.

1. How to apply

(a) You can apply for up to your maximum entitlement, which is set out at the top of the front page of the Application Form. Enter the amount you wish to apply to purchase in the NZ$ box in section 3.
(b) Enclose with the Application Form the document(s) described in section 3(g) and (h) that are applicable to you.

2. Payment details

(a) Make your cheque payable to “Fletcher Building Equity Raising”.
(b) The date of the cheque should be the date you fi ll it in. Do not post-date the cheque.
(c) Cross the cheque “Not Transferable”. Do not forget to sign the cheque.
(d) The cheque must be for the same amount as the amount you wrote in section 3 of the Application Form.
(e) If you are also applying for Shares under the Share Purchase Plan, you must send a separate cheque for your application under the Top-Up Offer.
(f) To the extent, no shortfall arises under the terms of the Share Purchase Plan and/or the number of Shares applied for under the Top-Up Offer exceeds NZ$20 million, you will receive no Shares or a scaled back portion of the Shares applied and a refund of your excess application monies. No interest will be paid on any application monies returned to you.
(g) If the dollar amount set out on your cheque produces a fractional number of Shares, the number of Shares you will be allotted will be rounded up to the nearest whole number of Shares.

3. Certifi cation

I irrevocably apply for the value of Shares indicated in the Application Form (or such greater or lesser number of Shares as may be allocated to me due to rounding or a Scaleback on a pro-rata basis) on the terms and conditions set out in the Application Form and the Terms and Conditions of the Top-Up Offer, and agree that:

(a) my application, on the Terms and Conditions of the Top-Up Offer is irrevocable and unconditional and it cannot be withdrawn.
(b) by applying for Shares, I acknowledge that the Application Form was distributed with the letter dated 8 April 2009, and confi rm that I have read the Application Form (including the Terms and Conditions of the Top-Up Offer) and the letter in their entirety.
(c) I agree to be bound by the constitution of Fletcher Building.
(d) I confi rm that my registered address is in New Zealand.
(e) I confi rm that I was not offered participation in the private placement of Fletcher Building Shares which was undertaken on 2 April 2009.
(f) I confi rm that I am an “eligible person”, as defi ned in section 5(2CC) of the Securities Act, being a person who is:
» wealthy (as defi ned in section 5(2CD) of the Securities Act); or
» experienced in investing money or experienced in the industry or business to which the Shares relate (as defi ned in section 5(2CE) of the Securities Act).
(g) I confi rm, if I have ticked the “wealthy” category of investor, that a copy of an independent chartered accountant’s certifi cate to establish my eligible person status (as a wealthy person) under section 5(2CD) of the Securities Act which:
» was made not more than 6 months before the date of the Top-Up Offer;
- has been provided by an independent chartered accountant; and
»
» certifi es that the independent chartered accountant is satisfi ed on reasonable grounds that I have net assets of at least NZ$2,000,000 or that my gross annual income for each of the last 2 fi nancial years was at least NZ$200,000,

is attached to the Application Form.

(h) I confi rm, if I have ticked the “experienced” category of investor, that a statement from an independent fi nancial services provider to establish my eligible person status (as a person who is experienced in investing money or who is experienced in the industry or business to which the Shares relate) under section 5(2CE) of the Securities Act which:
- has been provided by an independent fi nancial services provider; and
»
» states that he/she is satisfi ed on reasonable grounds (and the reasons for being so satisfi ed) that as a result of having experience in investing money or in the industry or business to which the Shares relate, I am able to assess for the purposes of section 5(2CE) of the Securities Act:
```
 - the merits of the Offer;
```
the value of the security;
the risks involved in accepting the Offer;
my own information needs; and
the adequacy of the information given by Fletcher Building,

is attached to the Application Form.

(i) I acknowledge that I have not been provided with an investment statement or a registered prospectus with regard to the Top-Up Offer by my fi nancial services provider.
(j) I acknowledge that in New Zealand:
» the only persons who are able to subscribe for Shares under the terms of the Top-Up Offer are eligible persons as defi ned in section 5(2CC) of the Securities Act;
» Fletcher Building and/or its related companies are not required to, nor will, issue an investment statement or register a prospectus for the Top-Up Offer and any information provided to me as concerns the Top-Up Offer is not required to, and may not, contain all of the information material to a decision to acquire securities; and
» the offer and sale of these Shares has not been registered under the Securities Act on the basis of reliance upon section 5(2CB) of that Act.
(k) I confi rm that I am not in the United States, am not a “U.S. person” (as defi ned in Regulation S of the U.S. Securities Act of 1933, as amended) (“U.S. Persons”) and am not acting for the account or benefi t of a U.S. Person and I am subscribing for the Shares in an “offshore transaction” (as defi ned in Rule 902(h) under the U.S. Securities Act).
(l) I acknowledge that the information contained in the accompanying letter describing the Top-Up Offer is not investment advice or a recommendation that this investment is suitable for me given my investment objectives, fi nancial situation and particular needs, and confi rm that I have relied in every respect on my own independent investigation, enquiries and appraisals in connection with the Top-Up Offer before deciding to invest.

Instructions continued

(m) I acknowledge that none of Fletcher Building and/or its related companies or any of their respective offi cers, directors, advisers or affi liates has made any warranties in connection with the Top-Up Offer and that I have not relied on the contents of any statement, representation, warranty, promise, undertaking or agreement, whether express or implied, by any such person in deciding to invest in the Top-Up Offer.
(n) I confi rm that none of Fletcher Building, its advisers or agents has provided me with investment or fi nancial product advice and that none of them has an obligation to provide advice concerning my decision to apply for and purchase Shares.
(o) I am acquiring the Shares for my own account, I intend to hold the Shares on long term capital or investment account, and I am not acquiring the Shares with a view to offering them (or any of them) for sale to members of the “public” (as that expression is used in the Securities Act).
(p) I acknowledge that Fletcher Building reserves the right in its absolute discretion to accept my application and the applications of other applicants and allocate Shares among applicants in such manner as Fletcher Building sees fi t notwithstanding that such Shares may be less (but not more) than the amount for which I have applied and that I will receive a refund of any surplus application monies but will not receive any interest on such amount.
(q) I acknowledge Fletcher Building may not accept my application to purchase Shares if:
» my Application Form is incorrectly completed, incomplete or otherwise determined by Fletcher Building to be invalid;
- my cheque is dishonoured or has not been completed correctly;
»
» my Application Form is received after 5 May 2009 and there is no assurance that Fletcher Building will accept such Application Form although it has the discretion to do so; and
» Fletcher Building considers it does not otherwise comply with the terms and conditions of the Top-Up Offer.
(r) I authorise Fletcher Building (and its offi cers and agents) to correct any error in, or omission from, my Application Form and to complete the Application Form by the insertion of any missing details.
(s) I acknowledge that Fletcher Building may at any time irrevocably determine that my Application Form is valid, even if the Application Form is incomplete, contains errors or is otherwise defective.
(t) I acknowledge the risks associated with any refund that may be despatched to me by cheque to my address shown on Fletcher Building’s share register.
(u) I acknowledge that Fletcher Building may disclose any information in or relating to my application and accompanying cheque to Computershare in connection with their management of the Top-Up Offer.
(v) I acknowledge that Fletcher Building is not liable for any exercise of its discretions in relation to the Top-Up Offer.

4. Contact details

Fill in your daytime telephone number and contact name, as we may need to contact you, for example, if you have not fi lled in the Application Form correctly.

5. Execution

Sign the Application Form as required depending on whether you are an individual, company or signing under a power of attorney.

This offer closes at 5.00pm (NZ time) on 5 May 2009. Applications must be received by Computershare before this time. Please allow adequate time for mail deliveries.

Lodgement instructions: Application Forms and cheques received after 5 May 2009 may not be processed regardless of when they are postmarked. We have included a reply paid envelope for your convenience. You may also:

Use a standard envelope to the following postal address: OR Deliver personally to the following address: Computershare Investor Services Limited Computershare Investor Services Limited Private Bag 92119 Level 2, 159 Hurstmere Road Auckland 1142 Takapuna, North Shore City

Applications may also be lodged with any Primary Market Participant, Goldman Sachs JBWere (NZ) Limited, Macquarie Securities (NZ) Limited or any other channel approved by NZX, in time to enable forwarding to Computershare by 5 May 2009.

Privacy Act: Personal information provided by you will be held by Fletcher Building and/or Computershare. This information will be used for the purposes of managing your investment in the Top-Up Offer. Under the Privacy Act 1993, you have the right to access and correct any personal information held about you.

Terms and Conditions of Top-Up Offer

Eligibility criteria: You may only apply for Shares under the Top-Up Offer if:
» you are an “eligible person” (as defi ned below) for the purposes of the Securities Act 1978;
» your registered address is in New Zealand;
» you did not receive an offer to participate in the private placement undertaken by Fletcher Building on 2 April 2009; and
» you are not in the United States, are not a “U.S. person” (as defi ned in Regulation S of the U.S. Securities Act of 1933, as amended) (“U.S. Person”) and are not acting for the account or benefi t of a U.S. Person.

Fletcher Building has the right to determine whether you meet these eligibility criteria in its absolute discretion.

Amount of Shares: The maximum number of Shares you may apply for under the Top-Up Offer is noted on the front of this Application Form.

This number has been calculated by taking 18% of your shareholding on 8 April 2009 less 2,150 shares*.

*being the institutional shareholders’ potential pro-rata participation rate on 2 April 2009.

**being an estimate of your maximum share entitlement under the SPP of NZ$11,500 divided by NZ$5.35.

You may apply for Fletcher Building Shares under the Top-Up Offer up to your maximum entitlement.

Issue Price: NZ$5.35 per Share (being the price paid by investors participating in the Placement and representing a discount of 12.5% to the volume weighted average price of Fletcher Building shares traded on the NZSX on 31 March 2009).
Offer Period: The Top-Up Offer opens on 14 April 2009 and closes at 5.00 pm (NZ time) on 5 May 2009. It is expected that Shares under the Top-Up Offer will be alloted on 12 May 2009 and you will be able to trade those Shares alloted to you on the NZSX on 13 May 2009 (the trading day immediately after the allotment date). Written confi rmation of the number of Shares issued to you under the Top-Up Offer will be sent to you on or around 13 May 2009. Fletcher Building however reserves the right to alter these key dates by giving notice to NZX.
Conditional: The Shares being offered under the Top-Up Offer will be issued out of any shortfall of the SPP. Accordingly, the Top-Up Offer is conditional on the SPP amount of NZ$100 million not being fully subscribed.
Scaleback: The number of Shares you receive is subject to a scaleback mechanism. Fletcher Building will undertake a scaleback on a pro-rata basis if the aggregate amount of all applications under the Top-Up Offer exceeds the lesser of NZ$20 million or the shortfall of the SPP.
“Eligible persons”: You are an eligible person for the purposes of the Securites Act if you are “wealthy” or an “experienced investor”.

You are “wealthy” if an independent chartered accountant certifi es, no more than six months prior to this Top-Up Offer being made, that you have net assets of at least NZ$2,000,000 or that your gross income for each of the last two years was at least NZ$200,000. You will need to send a copy of this certifi cate together with your application form.

You are an “experienced investor” if an independent fi nancial services provider is satisfi ed on reasonable grounds that you are experienced in investing money or you are experienced in the industry or business in which Fletcher Building operates and that you are able to assess the merits of the Top-Up Offer, the value of the security offered, the risks involved in accepting the Top-Up Offer, your own information needs, and the adequacy of the information given by Fletcher Building in making the Top-Up Offer. You will need to send a copy of this certifi cate from an independent fi nancial services provider verifying that you are experienced (and giving reasons for this view) together with your application form. You will acknowledge, by signing the application form, that you have not received an investment statement or registered prospectus in connection with the Top-Up Offer.

Examples of the certifi cates required to be sent by you with your application form are available on Fletcher Building’s website at http://www.fl etcherbuilding.co.nz/. You may like to take this example with you to your independent chartered accountant or fi nancial services provider when they are preparing your personalised certifi cate.

The information contained in this letter and the accompanying application form does not constitute fi nancial product advice and does not take into account the investment objectives, fi nancial situation, tax position or particular needs of individuals. If you are in doubt as to the course of action you should follow, you should consult your stockbroker, accountant, taxation adviser, solicitor or other professional adviser before participating in the Top-Up Offer. This notice does not constitute an offer of securities for sale in the United States, or to any person that is or, is acting for the account or benefi t of, a U.S. Person, or in any other jurisdiction in which such an offer would be illegal. The securities issued in the Placement, the SPP and the Top-Up Offer have not been, and will not be, registered under the U.S. Securities Act, or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred in the United States or to, or for the account or benefi t of, any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws.

Fletcher Building shares have been accepted for listing by NZX and Fletcher Building will apply for quotation of the shares on ASX and it is expected that the shares will be quoted upon completion of allotment procedures. However, NZX and ASX accepts no responsibility for any statement in this document.

Fletcher Building reserves the right to, in its absolute discretion, amend, vary, suspend, withdraw or terminate the Top-Up Offer at any time. Fletcher Building will notify NZX if it does so. Fletcher Building may issue fewer shares under this Top-Up Offer (or none at all) if Fletcher Building believes that issuing those shares will break any law or rules of any stock exchange on which Fletcher Building shares are quoted.

If any dispute arises in connection with this Top-Up Offer, Fletcher Building may settle it in any matter it thinks fi t. It may do so generally or in relation to any particular participant, application or shares. Fletcher Building’s decision will be fi nal and binding.

If a scaleback is applied to your allotment, the difference between the dollar amount of the Shares you are alloted and your application monies will be credited to your bank account (if those details are known by Computershare) or refunded to you by cheque on or around 13 May 2009. No interest will be paid on any monies returned to you.

Note: This is an example only. You must consult an independent chartered accountant to obtain your personalised certificate which you are required to send with your application form in order to verify that you are a “wealthy” person who is eligible to participate in the Top-Up Offer for the purposes of the Securities Act 1978.

Fletcher Building accepts no responsibility or liability whatsoever in connection with this certification. By applying for shares under the Top-Up Offer you confirm that none of Fletcher Building, its advisers or agents has provided you with investment or financial product advice and that none of them has an obligation to provide such advice.

If you have any questions in relation to the Top-Up Offer, you should consult your own legal, financial, investment or taxation adviser.

Wealthy Investor - Certification (Section 5(2CD) of the Securities Act 1978)

INDEPENDENT CHARTERED ACCOUNTANT TO COMPLETE

I, [ insert full name ] of [ insert name of firm ] of [insert address] confirm that:

1 I am a chartered accountant.
2 I am independent of [insert name of investor] and Fletcher Building Limited.
3 I certify that I have made the necessary enquiries and I am satisfied on reasonable grounds that [insert name of investor] :
has net assets of at least NZ$2,000,000; and/or
has had an annual gross income of at least NZ$200,000 for each of the last two financial years.

[Delete the entry, if any, which does not apply]

4 This acknowledgement is valid for a period of 6 months following the date noted below.

Signed:_______

Date:_______

Note: This is an example only. You must consult your independent financial services provider to obtain your personalised certificate which you are required to send with your application form in order to verify that you are an “experienced investor” who is eligible to participate in the Top-Up Offer for the purposes of the Securities Act 1978.

If you have any questions in relation to the Top-Up Offer, you should consult your own legal, financial, investment or taxation adviser.

Experienced Investor - Confirmation (Section 5(2CE) of the Securities Act 1978)

INDEPENDENT FINANCIAL SERVICES PROVIDER TO COMPLETE

I, [insert full name] of [insert name of firm] of [insert address] confirm that:

I am a financial services provider and my principal business consists of one or more of the following:
the giving of investment advice;
the receiving of investment money; and
the receiving of investment property,

as those terms are defined in section 5(2CF) of the Securities Act 1978.

I am independent of [insert name of investor] , Fletcher Building Limited and the underwriters of Fletcher Building Limited’s share purchase plan dated 8 April 2009, being Goldman Sachs JBWere (NZ) Limited and Macquarie Securities (NZ) Limited.
[Insert name of investor] has received an offer of securities not available to the public, being the Top-Up Offer to purchase additional ordinary shares in Fletcher Building Limited dated 8 April 2009 (the Offer ). To participate in the Offer, [Insert name of investor] must be an “experienced person” as defined by section 5(2CE) of the Securities Act 1978 because he/she is either:
experienced in investing money; or
experienced in the industry or business to which the security relates.

[Delete the entry, if any, which does not apply]

This statement is to advise that I have made the necessary enquiries and I am satisfied on reasonable grounds that [Insert name of investor] , as a result of having the experience described in paragraph 3, is able to assess:
the merits of the Offer;
the value of the security the subject of the Offer;
the risks involved in accepting the Offer;
his/her own information needs; and
the adequacy of the information given by the person making the Offer.
Our reasons for being satisfied of those factors under paragraph 4 are:

[Insert reasons]

In accordance with section 5(2CE)(c) of the Securities Act, before any security to be issued under the Offer can be allotted to you, you must confirm, by signing the space provided below, that you have not been provided by us with either an investment statement or a registered prospectus relating to the Offer. Please confirm this by signing, the space provided below.

Signed:_______

Date:_______

I confirm I have not been provided with an investment statement or prospectus relating to the Offer by [Insert Name of Financial Services Provider] : Signed: Date:

AI assistant

FLETCHER BUILDING LIMITED — Capital/Financing Update 2009

64902_rns_2009-04-13_c934a4f6-fa99-462f-8b90-2563de611e0c.pdf

Share Purchase Plan

Dear Shareholder

Dr. Roderick Deane Chairman

Key dates*

Questions and Answers

1. What is the Share Purchase Plan (SPP)?

2. Am I eligible to participate in the SPP?

3. Why is Fletcher Building issuing more Shares?

4. Do I have to participate in the SPP?

5. How much can I invest under the SPP?

6. What is the Issue Price of the Shares under the SPP?

7. How do I pay for Shares under the SPP?

8. What if I own Shares through a Custodian or own Shares in more than one capacity?

9. What are the risks of investing in the SPP?

10. What is the current Fletcher Building Share price?

11. How do I apply for Shares under the SPP?

12. How long is the SPP open?

13. When will I receive my Shares?

14. How many Shares will I receive?

15. Where will the Shares be quoted?

Questions and Answers continued

17. Will the offer be available again?

18. Further assistance

16. Why is there a Maximum Application Amount?

Terms and Conditions

IMPORTANT NOTICE:

2. Eligible Shareholders

3. Applications for Shares

Limitations on applications

1. Offer timetable

Custodians

Terms and Conditions continued

Scaleback

Completing the Application Form and paying for Shares

Fletcher Building’s discretion regarding applications

Interest

Signifi cance of sending in an application

4. Issue Price

5. Number of Shares you will receive

6. Refunds

Terms and Conditions continued

7. The Shares

8. Financial Statements

9. Amendments to the Offer and waiver of compliance

10. Underwriting of the Offer

11. Interpretation of Documents

12. Governing Law

13. Dispute Resolution

14. Inconsistency

Glossary

Allotment Date On or around 21 May 2009, unless extended.

ASX ASX Limited.

Closing Date 5 May 2009, unless extended.

Despatch Date On or around 22 May 2009, unless extended.

NZX NZX Limited.

Record Date 8 April 2009.

Directory

Registered Offi ce

Share Registry

Financial Advisers and Underwriters

Legal Advisers

Application for Shares and Payment

If you are a Custodian acting on behalf of a benefi cial owner you must complete this section.

Certifi cation

Execution (Only Custodians need to sign this Application Form)*

Director/Authorised Person

Director/Authorised Person

Contact Details

Instructions

1. Application and payment

3. Execution

2. Certifi cation

4. Contact Details

Australia:

OR

Australia:

8 April 2009

FLETCHER BUILDING LIMITED Capital/Financing Update 2009