FLETCHER BUILDING LIMITED — Capital/Financing Update 2009

Jan 29, 2009

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News Release

STOCK EXCHANGE LISTINGS: NEW ZEALAND (FBU), AUSTRALIA (FBU).

ROLLOVER OF MARCH 2009 CAPITAL NOTES

Auckland, 30 January 2009 – Fletcher Building Limited advises that noteholders of the March 2009 Capital Notes (FBU180) have been sent an election notice outlining the new terms that will apply from 16 March 2009. Noteholders have the option to retain some or all of their capital notes on the new terms offered or to convert them into fully paid Fletcher Building shares. However, Fletcher Building Limited or any subsidiary has the right to purchase for cash any of the capital notes that noteholders elect to convert.

Fletcher Building has determined that it will exercise this option and will purchase for cash those capital notes which noteholders have elected to convert.

The noteholders have until 25 February 2008 to advise their election to convert their capital notes for cash.

The new terms of the capital notes are:

New Election Date: 15 March 2015 New Interest Rate: 8.50% per annum Interest Dates: Interest dates will not change being each 15 March and 15 September thereafter until, and including, the Final Interest Date

The Capital Notes will be known as:

March 2015

Copies of the election notice and a covering letter to the noteholders are attached to this announcement.

Contact:

Sara Double Treasurer Phone: +64 9 525 9339 Fax: +64 9 525 9029

End

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March 2009 Capital Notes

What you need to do now

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

The Fletcher Building Limited (“Fletcher Building”) March 2009 unsecured and subordinated Capital Notes (the “Capital Notes”), of which you are a holder, have an Election Date of Monday, 16 March 2009. This means you now need to make a decision in relation to your Capital Notes.

You need to decide whether to retain some or all of your Capital Notes on the new terms offered. While the terms of the Capital Notes provide for you to elect to convert some or all of your Capital Notes into fully paid shares of Fletcher Building, Fletcher Building has decided that if you do so elect it will exercise its right to redeem or purchase the Capital Notes for cash.

This election process is explained in more detail in this letter and the accompanying Election Notice.

Election Notice

The Election Notice which is enclosed with this letter:

• (a) sets out the new terms of the Capital Notes that will be available from 16 March 2009;

• (b) summarises your right to elect to retain or convert your Capital Notes; and

• (c) enables you to make your election to retain or convert your Capital Notes.

Terms of the new Capital Notes

(a) NewElection Date:	15March 2015
(b) NewInterestRate:	8.50% perannum
(c) Interest Dates:	each 15 March & 15 September thereafter until, and including, theFinal InterestDate
(d) Seriesknownas:	March 2015 CapitalNotes

You need to return the Election Notice so that it reaches Computershare Investor Services Limited no later than 25 February 2009.

Election options

The election options available to you are:

• (a) retain all of your Capital Notes and accept the new terms (interest rate and term). If you choose this option please tick Box A on the Election Notice. The Capital Notes you retain must be at least a minimum principal amount of $2,000 and thereafter in multiples of $500; or

• (b) retain some of your Capital Notes on the new terms and elect to convert the remainder into fully paid shares of Fletcher Building, subject to Fletcher Building having the right to redeem or purchase the Capital Notes for cash. If you choose this option please tick Box B on the Election Notice, enter the amount of Capital Notes you wish to retain on the new terms in the space

provided. The Capital Notes you retain must be at least a minimum principal amount of $2,000 and thereafter in multiples of $500; or

• (c) elect to convert all your Capital Notes into fully paid shares of Fletcher Building, subject to Fletcher Building having the right to redeem or purchase the Capital Notes for cash, in which case please tick Box C on the Election Notice.

Converting your Capital Notes to shares

If you choose to convert all or some of your Capital Notes to shares you should note that Fletcher Building or any nominee of Fletcher Building may instead, at its option, redeem or purchase the Capital Notes for cash at the principal amount plus any accrued and unpaid interest. Fletcher Building has determined that it will exercise this right and will purchase for cash all those Capital Notes which noteholders have elected to convert into Fletcher Building shares. As a result, no Fletcher Building shares will be issued upon conversion of the Capital Notes.

Action to be taken

It is important that you indicate which option you want for your Capital Notes. Your completed Election Notice should be returned so it reaches Computershare Investor Services Limited no later than Wednesday, 25 February 2009 .

If you do not respond by providing a duly completed Election Notice by 25 February 2009 , you will be deemed to have accepted the new terms for the March 2015 Capital Notes.

If you are in any doubt as to what you should do, or if you need assistance with the Election Notice, please contact your sharebroker, financial advisor or Fletcher Building Treasury on telephone (09) 525 9000.

Bill Roest

Chief Financial Officer

THIS IS AN IMPORTANT DOCUMENT YOU SHOULD REPLY NO LATER THAN 25 FEBRUARY 2009

FLETCHER BUILDING LIMITED MARCH 2009 CAPITAL NOTES – ELECTION NOTICE

NAME & ADDRESS CSN/INVESTOR NO PRINCIPAL AMOUNT of March 2009 Capital Notes (the “Capital Notes”)

NAME ON REGISTER

ELECTION (Tick box and complete as appropriate)

A I/we elect to retain all of my/our Capital Notes on the New Terms; or B I/we elect to retain $ ____of my/our Capital Notes on the New Terms, with the balance converted in accordance with the Conditions; or C I/we elect to convert all of my/our Capital Notes in accordance with the Conditions.

Note: The Principal Amount retained must not be less than $2,000 in any Series and thereafter be in multiples of $500 in each Series

Signed: …………………………………………………………… Date: …………………………………

COMPLETION INSTRUCTIONS - Please see the reverse of this document for further details

1. An election is irrevocable.

2. All joint holders should sign.

3. A company should sign in a manner permitted pursuant to the Companies Act 1993.

4. If signed by an attorney, the power of attorney and a completed certificate of non-revocation should be returned with this Election Notice, unless it has already been noted by the Registrar.

5. Please return this duly completed Election Notice in the reply paid envelope provided to Computershare Investor Services Ltd, Private Bag 92119, Auckland, to arrive no later than 25 February 2009 .

If you have any doubt as to what you should do you should seek advice from a NZX Firm or other financial advisor.

THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD REPLY NO LATER THAN 25 FEBRUARY 2009

Dear Capital Noteholder

This Election Notice relates to your Fletcher Building Limited March 2009 unsecured and subordinated Capital Notes (the “Capital Notes”), as described on the reverse of this document, and it enables you to elect to either:

• (i) retain some or all of your Capital Notes on the new terms as set out in section 1 below. The Capital Notes you retain must have a minimum principal amount of $2,000 in any Series and thereafter be in multiples of $500 in each Series; or

• (ii) convert some or all of your Capital Notes into fully paid shares of Fletcher Building Limited (“Fletcher Building”) subject to Fletcher Building having the right to redeem or purchase your Capital Notes for cash.

Completing this document and returning it to the Share Registrar enables you to make your election for your Capital Notes. Your election will apply from the Election Date, Monday, 16 March 2009.

Your right to elect to retain or convert your Capital Notes is summarised in section 2 below. Unless otherwise defined in this Election Notice, capitalised terms used in this Election Notice have the meanings ascribed to them in the Conditions for the Capital Notes. The key terms of the Capital Notes are contained in the Trust Deed, a copy of which can be requested on payment of any fee prescribed by statute, by contacting the Trustee, Perpetual Trust or Fletcher Building Limited.

1. NEW TERMS FOR THE CAPITAL NOTES

The new terms (“New Terms”) for the Capital Notes you elect to retain, or are deemed to have elected to retain, are the same as the Conditions for the Capital Notes that you hold now, except for:

NewElection Date:	15March 2015
NewInterestRate:	8.50 % perannum
InterestDates:	each 15Marchand15 Septemberthereafteruntil, andincluding, theFinal InterestDate
The New Seriesknownas:	March 2015 CapitalNotes

The full terms of the Capital Notes are outlined in the prospectus and investment statement dated 24 January 2001 which is available through Fletcher Building’s website:http://www.fletcherbuilding.co.nz/corporate/resultsreports.aspx

2. NOTEHOLDER’S ELECTION TO RETAIN OR CONVERT

• In accordance with the Conditions applicable to the Capital Notes you are entitled to elect to:

• (i) retain all or part of the Capital Notes beyond the Election Date of 16 March 2009, but subject to the New Terms for the March 2015 Capital Notes; and/or

• (ii) convert all or part of the Capital Notes on 16 March 2009 into fully paid Fletcher Building shares.

If you elect to convert all or part of your Capital Notes to shares then, under the Conditions, Fletcher Building has an option to redeem or purchase for cash those Capital Notes on 16 March 2009. Fletcher Building has determined that it will exercise this option and will redeem or purchase for cash those Capital Notes which noteholders have elected to convert into Fletcher Building shares. As a result, no Fletcher Building shares will be issued upon conversion of the Capital Notes.

3. FAILURE TO APPROPRIATELY COMPLETE AND RETURN AN ELECTION NOTICE

If:

• (i) Fletcher Building Limited does not receive a duly completed Election Notice from you on or before 25 February 2009; or

• (ii) to the extent that Fletcher Building Limited does so receive an Election Notice but such Election Notice does not indicate whether or not you elect to convert all or part of the Capital Notes into Fletcher Building Limited shares; or

• (iii) the Election Notice requires a declaration to be completed by you as to the name and domicile of the beneficial owner of the Capital Notes and such declaration is not duly completed,

you shall be deemed to have accepted the New Terms of the March 2015 Capital Notes in respect of, in the case of (i) and (iii) above, all the Capital Notes and, in the case of (ii) above, such number of the Capital Notes in respect of which no such indication has been given.

Fletcher Building Limited shares are listed on the NZSX and Australian Stock Exchange. Neither Exchange accepts responsibility for any statement in the Election Notice