Execution version

Takeover Bid Implementation Agreement

Fletcher Building (Australia) Pty Limited

Fletcher Building Limited

Crane Group Limited

Gilbert + Tobin

2 Park Street
Sydney NSW 2000
Australia

GPO Box 3810
Sydney NSW 2001

T +61 2 9263 4000 F +61 2 9263 4111

DX 10348 SSE

www.gtlaw.com.au

Contents			Page
1	Defined terms and interpretation
	1.1	Definitions in the Dictionary	$\overline{2}$
	1.2	Interpretation	$\overline{2}$
$\overline{2}$		Agreed Public Announcements
3	Offer		2
	3.1	Conditions	$\overline{2}$
	3.2	Best endeavours	$\overline{2}$
	3.3	Permitted actions	2
	3,4	Variation of Offer	$\overline{2}$
	3.5	Class Ruling	$\overline{2}$
	3.6	CDSP and Loan Plan	$\overline{2}$
4		Takeover Bid	$\overline{2}$
	4.1	Notice of Variation and Supplementary Bidder's Statement	$\overline{\mathbf{c}}$
	4.2	No adjustment for Permitted Dividends	2
	4.3	No entitlement of Crane Shareholders to Fletcher Building Interim Dividend	2
	4.4	Target's Statement	2
5		Recommendation	2
	5.1	Crane Board recommendation	2
	5.2	Changes in Crane Board recommendation	$\overline{2}$
	5.3	Promotion of Offer	$\overline{2}$
6		Termination rights	$\overline{2}$
	6.1	Termination Events	$\overline{2}$
	6.2	Effect of termination	2
7		Public announcements	2
8		Exclusivity	$\overline{2}$
	8.1	Termination of existing discussions	2
	8.2	No Shop	$\overline{2}$
	8.3	No Talk	$\overline{2}$

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

$\sim 10$

	8.4	No due diligence
	8.5	Notification of approaches
	8.6	Exceptions to no-talk and no due diligence	$\overline{2}$
	8.7	Recommendation of Competing Transaction	$\overline{2}$
9		Reimbursement of Fletcher Building Australia Costs	$\overline{2}$
	9.1	Acknowledgment	$\overline{2}$
	9.2	Break Fee	$\overline{2}$
	9.3	Compliance with law	$\overline{2}$
	9.4	Other claims	$\overline{2}$
10 ¹		Conduct of business	$\overline{2}$
	10.1	Conduct of business	$\overline{2}$
		10.2 Access	$\overline{2}$
	10.3	Appointment of Directors to Crane Board	$\overline{2}$
		10.4 D&O Insurance	$\overline{2}$
11		GST exclusive	$\overline{2}$
12		Representations and warranties	$\overline{2}$
	12.1	Crane Warranties	$\overline{2}$
	12.2	Fletcher Building Warranties	$\overline{2}$
	12.3	Fletcher Building Australia Warranties	$\overline{2}$
		12.4 Survival of representations	2
13		Confidential Information	$\overline{2}$
	13.1	Disclosure of Fletcher Building Confidential Information	$\overline{2}$
	13.2 ₁	Use of Fletcher Building Confidential Information	$\overline{2}$
	13.3	Disclosure of Crane Confidential Information	$\overline{2}$
	13.4	Use of Crane Confidential Information	$\overline{2}$
	13.5	Disclosure by recipient of Confidential Information	$\overline{2}$
	13.6	Excluded Information	$\overline{2}$
	13.7 ₁	Return of Confidential Information	$\overline{2}$
	13.8	Termination	$\overline{2}$
14	Stamp duty

15	Notices		$\overline{2}$
16	General
	16.1	Cumulative Rights	$\overline{2}$
		16.2 Waiver and variation	$\overline{2}$
		16.3 Approvals and consents	$\overline{2}$
		16.4 Specific Performance	$\overline{2}$
	16.5	Effect of agreement	$\overline{2}$
		16.6 Severability	$\overline{2}$
		16.7 Mutual Further Assurances	$\overline{2}$
	16.8	Counterparts	$\overline{2}$
		16.9 Governing law and jurisdiction	$\overline{2}$
		16.10 Assignment	$\overline{2}$
		Schedule 1 - Dictionary	$\overline{2}$
		Schedule 2 - Crane securities	$\overline{2}$
Execution page			$\overline{2}$
		Attachment A - Agreed Public Announcements

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

Parties

$\overline{1}$ Fletcher Building (Australia) Pty Limited ACN 093 539 452 of Level 11. Tower B. Zenith Centre, 821 Pacific Highway, Chatswood NSW 2067 (Fletcher Building Australia).
Fletcher Building Limited ARBN 096 046 936 of Fletcher House, 810 $\overline{2}$ Great South Road, Penrose New Zealand 1061 (Fletcher Building).
Crane Group Limited ACN 008 410 302 of Level 14, 15 Blue Street, $\overline{3}$ North Sydney NSW 2060 (Crane).

Background

Å On 15 December 2010 Fletcher Building Australia announced an offmarket takeover offer in accordance with Chapter 6 of the Corporations Act to acquire all of the Crane Shares it does not already own.
B. Fletcher Building Australia and Crane have agreed to certain matters in relation to the conduct of the Bid as set out in this document.

The parties agree

1 Defined terms and interpretation

Definitions in the Dictionary $1.1$

A term or expression starting with a capital letter:

which is defined in the Dictionary in Schedule 1 (Dictionary), has the $(a)$ meaning given to it in the Dictionary:
which is defined in the Corporations Act, but is not defined in the $(b)$ Dictionary, has the meaning given to it in the Corporations Act; and
$(c)$ which is defined in the GST Law, but is not defined in the Dictionary or the Corporations Act, has the meaning given to it in the GST Law in clauses concerning GST.

$1.2$ Interpretation

The interpretation clause in Schedule 1 (Dictionary) sets out rules of interpretation for this agreement.

$\overline{2}$ Agreed Public Announcements

Immediately after the execution of this document, Fletcher Building and Crane must issue their respective Agreed Public Announcements to the ASX (and in the case of Fletcher Building also to NZX).

3 Offer

$3.1$ Conditions

The Offer and each contract resulting from the acceptance of the Offer is presently subject to the Conditions (other than the Condition in Section 12.8(a)(xvii) of the Bidder's Statement which has been satisfied).

Fletcher Building Australia undertakes to:

waive Condition 12.8(a)(xii) of the Bidder's Statement and announce this $(a)$ waiver in its Agreed Public Announcement; and
$(b)$ waive the breach of any Condition or breach of a term of this Agreement as a result of a Permitted Matter.

Best endeavours $3.2$

$(a)$ Subject to clause 3.3, to the extent within its power to do so, Crane must use its best endeavours, and will ensure that each of its Related Bodies Corporate use their best endeavours, to procure:
$(i)$ that each of the Non-Requiatory Conditions continues to be satisfied at all times until the last time it is to be satisfied (as the case may be); and
$(ii)$ that there is no occurrence that would prevent any Non-Regulatory Condition being satisfied.
$(b)$ Without limiting clause 3.2(a), Crane must promptly (and in any event within 5 days of a request being made) provide Fletcher Building Australia with all information and assistance reasonably requested by it in connection with the satisfaction of any of the Conditions (including by making supporting submissions in connection with the Bid to any relevant Government Agency).
$(c)$ If either party becomes aware of any fact, matter or circumstance that would cause any of the Conditions to be breached or to become incapable of fulfilment, it must immediately provide written notice to the other party of such fact, matter or circumstance and, in the case of Fletcher Building Australia, must provide details of its position in relation to that breach.

$3.3$ Permitted actions

Nothing in clause 3.2 prevents Crane or the Crane Board from taking or failing to take action where:

the action is a Permitted Matter; or $(a)$
$(b)$ to do otherwise would or is reasonably likely to, in the reasonable opinion of the Crane Board, constitute a breach of fiduciary or statutory duties of the directors of Crane.

Variation of Offer $2A$

Fletcher Building Australia may:

vary the terms and conditions of the Offer: or $(a)$
waive any Condition, declare the Offer unconditional or extend it at any $(b)$ time.

in each case, in any manner permitted by law.

Fletcher Building acknowledges that it will in good faith consider accelerating the time for payment to Crane Shareholders that accept the Offer upon the Offer becoming or being declared unconditional.

$3.5$ Class Ruling

Fletcher Building Australia acknowledges that Crane will, as soon as $(a)$ practicable after the date of this agreement, lodge a Class Ruling application with the Australian Taxation Office to confirm the taxation consequences for Crane Shareholders of operation of the Crane Interim Dividend and Crane Special Dividend. Crane must provide a complete draft of the Class Ruling application to Fletcher Building Australia as soon as practicable for review by Fletcher Building Australia and its external advisers. Crane will consider in good faith all reasonable comments received from Fletcher Building Australia and its external advisers on the Class Ruling application.
Fletcher Building Australia will use its best endeavours to ensure that the $(b)$ Class Ruling to be lodged by Crane with the Australian Taxation Office in relation to the Crane Interim Dividend and Crane Special Dividend will continue to be progressed to resolution after the date that Fletcher Building Australia acquires more than 50% of Crane.
To avoid doubt, the Bid and the obligations of the parties under this $(c)$ agreement are not conditional on a Class Ruling being published or the terms of the Class Ruling.

$3.6$ CDSP and Loan Plan

Fletcher Building Australia agrees to procure that its nominees on the Crane Board will, to the extent required, exercise any Board discretions required under the CDSP and Loan Plan in a manner which permits all Crane Shares issued under the CDSP and Loan Plan to participate in the Offer and acknowledges that the current Crane Directors intend to exercise any such discretions in accordance with those plans. In the absence of the Crane Board recommending that Crane Shareholders reject the Offer at the relevant time in a manner permitted by clause 5.2, Crane agrees to take all reasonable steps to encourage persons that hold or will hold Crane Shares issued pursuant to these plans to accept the Offer upon such shares vesting.

Takeover Bid $\overline{\mathbf{A}}$

$4.1$ Notice of Variation and Supplementary Bidder's Statement

Subject to the Agreed Public Announcements being made pursuant to $(a)$ clause 2, Fletcher Building Australia must lodge a Notice of Variation

under section 650D of the Corporations Act to vary the Offer to improve the consideration to the Revised Offer Consideration (and associated supplementary Bidder's Statement) (Revised Documentation) by no later than 5 Business Days after the Agreed Public Announcements are made.

$(b)$ Fletcher Building Australia must provide a complete draft of the Revised Documentation to Crane by no later than close of business on the third Business Day after the Agreed Public Announcements are made for review by Crane and its external legal and financial advisers. Fletcher Building Australia will consider in good faith all reasonable comments received from Crane and its external legal and financial advisers on the Revised Documentation.

$4.2$ No adjustment for Permitted Dividends

Notwithstanding section 12.7 of the Bidder's Statement, Fletcher Building Australia covenants that it will not reduce the Offer consideration for the amount of the Permitted Dividends and will, in the Revised Documentation, amend the Offer to give effect to this matter.

No entitlement of Crane Shareholders to Fletcher Building Interim 4.3 Dividend

The parties agree and acknowledge that Crane Shareholders who accept the Offer will not be entitled to, and will not receive, the Fletcher Building Interim Dividend in respect of Fletcher Building Shares issued pursuant to the Offer. Fletcher Building covenants to Crane that the Fletcher Building Interim Dividend will not exceed New Zealand 16 cents per Fletcher Building Share. Fletcher Building agrees to ensure that the Fletcher Building Shares which form part of the Revised Offer Consideration are not issued prior to the record date for the Fletcher Building Interim Dividend.

Target's Statement $4.4$

The parties acknowledge that ASIC has agreed to modify items 11 and 12 $(a)$ of section 633(1) of the Corporations Act so as to permit the Target's Statement to be sent to Fletcher Building Australia and Crane Shareholders by no later than 7 February 2011.
$(b)$ Crane must dispatch the Target's Statement to Crane Shareholders by no later than 7 February 2011.
Crane must prepare the Target's Statement in compliance with the $(c)$ Corporations Act and consistently with the Agreed Public Announcements.
$(d)$ Crane must ensure that the Target's Statement:
includes an Independent Expert's Report opining on whether the $(i)$ Offer is fair and reasonable:
includes a letter from the Chairman of Crane; $(ii)$
contains prominent statements to the effect of those set out in $(iii)$ Crane's Agreed Public Announcement;
prominently displays the recommendation of the Crane Board $(iv)$ referred to in clause 5 (including without limitation on the cover of the Target's Statement);
$(v)$ includes a statement that the Crane Chairman and Crane Managing Director will accept the Offer in respect of all Crane Shares controlled or held by or on behalf of each of them no later than 5 Business Days after the dispatch of the Target's Statement and that each other Crane Director will accept the Offer in respect of all Crane Shares controlled or held by, or on behalf of, that director by no later than 2 Business days after Fletcher Building announces that the regulatory approvals in Conditions 12.8(a)(i). (ii). (iii) and (iv) have been obtained or waived and at that time there has been no announced action or event as contemplated under Condition 12.8(a)(vii) which has not been waived, in each case in the absence of a Superior Proposal emerging which is superior overall for Crane Shareholders compared to the Bid; and
$(vi)$ includes a revised Acceptance Form from Fletcher Building Australia together with clear and prominent instructions as to how to accept the Offer.
$(e)$ Crane must provide to Fletcher Building Australia within a reasonable time (but, in any event, by no later than close of business on the third Business Day after the Agreed Public Announcements are made) a complete draft of the Target's Statement for review by Fletcher Building Australia and its external legal and financial advisers.
$(f)$ Crane will consider in good faith and incorporate all reasonable comments received within a reasonable time from Fletcher Building Australia and its external legal and financial advisers on the draft Target's Statement provided under clause 4.4(e).

5 Recommendation

$5.1$ Crane Board recommendation

Crane represents and warrants to Fletcher Building Australia that, subject to clause 5.2, the Crane Board unanimously recommends that Crane Shareholders accept the Offer in respect of their Crane Shares subject only to the qualification that no Superior Proposal emerges which is superior overall for Crane Shareholders compared to the Bid.

Changes in Crane Board recommendation $5.2$

Crane represents and warrants that each Crane Director will not withdraw, revise, revoke or qualify, or make any public announcement inconsistent with, the recommendation described in clause 5.1 unless a Superior Proposal emerges and:

after taking into account all the terms and conditions (and the likelihood of $(a)$ those conditions being satisfied) of the Superior Proposal, including without limitation the size and nature of the Crane asset or business the subject of the Superior Proposal and the tax and financial consequences of the Superior Proposal (including without limitation all tax and stamp duty costs or expenses that do or may arise for the Crane Group on the

implementation of the transaction or Crane Shareholders in obtaining or realising the proceeds or benefits of the transaction);

$(b)$ after consultation with Crane's financial advisors; and
after receiving advice from Crane's external lawyers, $(c)$

the relevant Crane Director acting reasonably and in good faith forms the opinion that the Superior Proposal is superior overall for Crane Shareholders compared to the Bid and the Crane Director would, or would be reasonably likely to, breach his fiduciary or statutory duties if he or she did not withdraw. change, revise, revoke or qualify his or her recommendation to Crane Shareholders to accept the Offer.

5.3 Promotion of Offer

In the absence of the Crane Board withdrawing, revising, revoking or qualifying or making any public announcement inconsistent with the recommendation described in Clause 5.1 in a manner permitted by clause 5.2. Crane must ensure that the Chairman of Crane, the Managing Director of Crane and such other senior executives of Crane as reasonably requested by Fletcher Building Australia, and at the expense of Fletcher Building Australia, participate in efforts to promote the merits of the Offer, including meeting with key Crane Shareholders and stakeholders of Crane.

6 Termination rights

$6.1$ Termination Events

Fletcher Building Australia may terminate this document at any time by $(a)$ notice in writing to Crane:
$(i)$ if:
- Crane is in breach of any clause of this agreement (including $(A)$ any representation or warranty), which breach is material in the context of the Bid;
- Fletcher Building Australia has given notice to Crane setting $(B)$ out the material breach and stating an intention to terminate this agreement; and
- the material breach has not been rectified (if capable of $(C)$ being rectified), and/or the activity that caused the material breach has not ceased to the reasonable satisfaction of Fletcher Building, within 5 Business Days from the time such notice is given;
if a Competing Transaction is publicly proposed by a person other $(ii)$ than Fletcher Building Australia (or any Related Body Corporate) and is recommended by the Crane Board;
$(iii)$ if a person other than Fletcher Building Australia or its Related Bodies Corporate obtains Voting Power in Crane of 10% or more that does not exist at the date of this agreement and that person is not a funds manager, fund, hedge fund, bare trustee or custodian

(other than a bare trustee or custodian that is acting for or on behalf of a trade or strategic investor);

$(iv)$ if a person other than Fletcher Building Australia or its Related Bodies Corporate that has Voting Power of 10% or more in Crane at the date of this agreement increases their voting power in Crane by more than 3% and that person is not a funds manager. fund. hedge fund, bare trustee or custodian (other than a bare trustee or custodian that is acting for or on behalf of a trade or strategic investor); or
if any of the Crane Chairman, the Crane Managing Director, the $(v)$ Crane Finance Director, a Specified Director or any two or more non-executive Directors of Crane fail to make or withdraw, change. revise, revoke or qualify the recommendation referred to in clause 5.1 or make a public statement indicating that they no longer recommend the Bid or that they recommend a Competing Transaction.
Crane may terminate this document at any time by notice in writing to $(b)$ Fletcher Building Australia:
$(i)$ if:
- Fletcher Building Australia is in breach of any clause of this $(A)$ agreement (including any representation or warranty), which breach is material in the context of the Bid:
- Crane has given notice to Fletcher Building Australia setting $(B)$ out the material breach and stating an intention to terminate this agreement; and
- the material breach has not been rectified (if capable of $(C)$ being rectified) and/or the activity that caused the material breach has not ceased to the reasonable satisfaction of Crane, within 5 Business Days from the time such notice is aiven: or
if the Crane Board withdraws the recommendation referred to in $(ii)$ clause 5.1 in accordance with clause 5.2.
Either Fletcher Building Australia or Crane may terminate this document $(c)$ at any time by notice in writing to the other parties, if Fletcher Building Australia withdraws the Offer for any reason including non-satisfaction of a Condition.
This agreement automatically terminates on the End Date. $(d)$

Effect of termination $6.2$

In the event of termination of this agreement by either Fletcher Building Australia or Crane pursuant to clause 6.1, the agreement will become void and have no effect, other than in respect of any liability for any antecedent breach of this agreement and provided that this clause 6 and clauses 9, 11, 13, 14, 15 and 16 survive termination.

$\overline{7}$ Public announcements

$(a)$ Subject to paragraph (b) and in the absence of the Crane Board recommending that Crane shareholders reject the Offer at the relevant time in a manner permitted by clause 5.2. Crane, Fletcher Building or Fletcher Building Australia must obtain the other party's prior written consent (not to be unreasonably withheld or delayed) to the terms of any proposed announcement to ASX or NZX in relation to the Bid.
$(b)$ Where a party is required by law (including the ASX or NZX Listing Rules) to make any announcement or make any disclosure in relation to the Bid, to the extent reasonably practicable in the circumstances that party will only make such announcement following consultation with the other parties.

Exclusivity 8

$8.1$ Termination of existing discussions

Crane represents and warrants to Fletcher Building Australia that:

immediately following the execution of this agreement it will $(a)$ unconditionally terminate discussions with all third parties that have been conducted prior to the date of this agreement to determine whether such party will agree to, or propose or announce, a Competing Transaction (or similar transaction); and
it will, immediately following the execution of this agreement, give written $(b)$ notice to all such parties of the termination of discussions and require each such third party to immediately return to it or destroy and permanently cease to use any information about Crane provided to it in connection with such discussions (which request Crane is entitled to make, and the third party is obliged to comply with, under the terms of binding confidentiality arrangements entered into with those parties).

Crane must, by no later than 24 hours after this agreement is executed, notify Fletcher Building Australia in writing that the notifications required by this clause 8.1 have been given.

$8.2$ No Shop

During the No Shop Period. Crane must ensure that neither it nor any of $(a)$ its Representatives, directly or indirectly solicits, invites, encourages or initiates any enquiries, negotiations or discussions, or communicates any intention to do any of these things, with a view to obtaining any expression of interest, offer or proposal from any person in relation to a Competing Transaction.
$(b)$ Nothing in paragraph (a) prevents Crane from continuing to make normal presentations to, and to respond to enquiries from, brokers, portfolio investors, analysts, shareholders and media in the ordinary course in relation to the Bid or its business generally provided those communications do not concern or relate to a Competing Transaction.

8.3 No Talk

Subject to clause 8.6, during the No Shop Period, Crane must ensure that neither it nor any of its Representatives, negotiates or enters into, continues or participates in negotiations or discussions with any other person regarding, or that could reasonably be expected to lead to, a Competing Transaction, even if:

that person's Competing Transaction was not directly or indirectly $(a)$ encouraged, solicited, invited or initiated by Crane or any of its Representatives: or
$(b)$ that person has publicly announced their Competing Transaction.

$8.4$ No due diligence

Subject to clause 8.6, during the No Shop Period, Crane must ensure that $(a)$ neither it nor any of its Representatives, make available to any other person or permit any other person to receive any non-public information relating to the Crane Group, in connection with such person formulating. developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Transaction (Diligence Information).
If, in circumstances permitted by clause 8.6, Crane provides a third party $(b)$ with Diligence Information, it must provide a copy of the Diligence Information to Fletcher Building Australia at the same time as it is provided to the third party.

Notification of approaches 8.5

During the No Shop Period, Crane must immediately notify Fletcher $(a)$ Building Australia in writing if it proposes, in circumstances permitted by clause 8.6, to take any action of a kind that is set out in clause 8.3 or 8.4.
$(b)$ During the No Shop Period. Crane must promptly notify Fletcher Building Australia in writing if, in circumstances permitted by clause 8.6:
$(i)$ Crane enters into negotiations or discussions with a party that has proposed (or may be reasonably expected to propose) a Competing Transaction and, subject to consent being obtained from that person, disclose the identity of that person; or
$(i)$ Crane makes available to any person, or permits any person to receive, any Diligence Information and, subject to consent being obtained from that person, disclose the identity of that person.

For the avoidance of doubt, and without limiting the exception in clause 8.6, any discussions, due diligence or negotiations that have occurred between Crane and any third party before (and only before) the date of this Agreement do not constitute a breach of this agreement including this clause $8.5(b)$ .

Subject to clause 8.6, a notice given under this clause 8.5 must be $(c)$ accompanied by all material details of the relevant event. Prior to giving Fletcher Building Australia the relevant notice, Crane must ask the person who has made the applicable Competing Transaction (Rival Bidder) for consent to their name being provided by Crane to Fletcher Building Australia on a confidential basis. If consent is refused, Crane may only withhold details of the Rival Bidder from Fletcher Building Australia if. and

to the extent that, a majority of the Crane Directors, acting in good faith and after having taken advice from its external legal advisers, determines that failing to do so would, or would be reasonably likely to, constitute a breach of the fiduciary or statutory duties owed by them.

8.6 Exceptions to no-talk and no due diligence

The restrictions in clauses 8.3 and 8.4 and the notification obligation in clause 8.5(b) does not apply to the extent that they restrict Crane or the Crane Board from taking or refusing to take any action with respect to a bona fide Competing Transaction (which was not encouraged, solicited, invited or initiated by a member of the Crane Group or one of their Representatives after the date of this Agreement in contravention of clause 8.2) provided that in the opinion of each Crane Director, reasonably formed in good faith and for a proper purpose:

the Competing Transaction is bona fide and is made in writing by or on $(a)$ behalf of a person that the Crane Board considers is of reputable commercial standing;
the Competing Transaction if completed substantially in accordance with $(b)$ its terms, would, or would reasonably be expected to lead to, a transaction which is more favourable to Crane Shareholders than the Bid, after taking into account all aspects of the Competing Transaction; and
taking or failing to take the action with respect to the Competing $(c)$ Transaction would, or would be likely to, involve a breach of the fiduciary or statutory obligations of each Crane Director.

8.7 Recommendation of Competing Transaction

If Crane receives a proposal which, if implemented, would constitute a $(a)$ Competing Transaction and, as a result, any Crane Director proposes to change his or her recommendation of the Offer (so that he or she can recommend the Competing Transaction), Crane must give Fletcher Building Australia 5 Business Days prior notice (relevant notice) of such proposed change to the Director's recommendation of the Offer and such relevant notice must include all the material terms and conditions (including price) of the applicable Competing Transaction together with a copy of any material confidential information concerning the Crane Group's operations provided to any persons associated with the Competing Transaction not previously provided to Fletcher Building Australia, as well as details on which of the Crane Directors intend to change their recommendation. Prior to giving Fletcher Building Australia the relevant notice, Crane must ask the person who has made the applicable Competing Transaction (Rival Bidder) for consent to their name, details of the material terms and conditions of their proposal and other identifying details which may identify the Rival Bidder (Identifying Details) being provided by Crane to Fletcher Building Australia on a confidential basis. If consent is refused, Crane may only withhold details of the material terms and conditions of the applicable Competing Transaction or withhold Identifying Details from Fletcher Building Australia if, and to the extent that, a majority of the Crane Directors, acting in good faith and after having taken advice from its external legal advisers, determines that failing to do so would, or would be reasonably likely to, constitute a breach of the fiduciary or statutory duties owed by them.
If Crane gives notice to Fletcher Building Australia under clause 8.7(a), $(b)$ Fletcher Building Australia will have the right, but not the obligation, at any

$\Rightarrow$

time during the period of five Business Days following the notice, to amend the terms of the Offer including but not limited to increasing the amount of consideration offered under the Bid or proposing any other form of transaction (each a Counter Proposal), and if it does so then the Crane Directors must review the Counter Proposal in good faith. If the Crane Directors determine that the Counter Proposal would be more favourable to Crane Shareholders (including, without limitation, as a result of higher consideration) than the Competing Transaction, then Crane and Fletcher Building Australia must use their best endeavours to agree the amendments to this agreement that are reasonably necessary to reflect the Counter Proposal and to enter into an amended agreement to give effect to those amendments and to implement the Counter Proposal, and Crane must use its best endeavours to procure that the Crane Directors unanimously recommend the Counter Proposal to Crane's Shareholders and not recommend the applicable Competing Transaction.

For the purposes of this clause 8.7, each successive material modification $(c)$ of any third party expression of interest, offer or proposal in relation to a Competing Transaction will constitute a new Competing Transaction.
$(d)$ Nothing in this clause 8.7 prevents any party from:
$(i)$ providing information to any Related Body Corporate;
providing information to its Representatives; $(ii)$
$(iii)$ providing information to any ratings agencies or any Government Agency:
providing information to its auditors, advisers, customers, joint $(iv)$ venturers and suppliers acting in that capacity in the ordinary course of business:
providing information required to be provided by law, including $(v)$ without limitation to satisfy its obligations of disclosure in accordance with the ASX Listing Rules, or any governmental agency; or
making presentations to brokers, portfolio investors, analysts, $(vi)$ shareholders, media and other third parties in the ordinary course of business.

9 Reimbursement of Fletcher Building Australia Costs

$9.1$ Acknowledgment

Crane acknowledges that, if Fletcher Building and Fletcher Building $(a)$ Australia enter into this agreement and the Bid does not succeed, the Fletcher Building Group will have incurred significant costs and losses, including significant opportunity costs.
Crane acknowledges and agrees that the costs and losses actually $(b)$ incurred by the Fletcher Building Group under this clause 9.1 will be of such nature that they cannot accurately be ascertained, but that the Break Fee is a genuine and reasonable pre-estimate of the costs and losses that would actually be suffered by the Fletcher Building Group in such

circumstances and has been calculated to reimburse the Fletcher Building Group for such costs and losses.

$(c)$ Crane represents and warrants that:
it has received legal advice on this agreement and the operation of $(i)$ this clause 9; and
$(i)$ it considers this clause 9 to be fair and reasonable and that it is appropriate to agree to the terms in this clause 9 in order to secure the significant benefits to it (and Crane Shareholders) resulting from the Bid

$9₂$ Break Fee

Subject to clause 9.3. Crane must pay Fletcher Building Australia the Break Fee (plus any GST, only once and without set-off or withholding), within 3 Business Days after receiving a written demand from Fletcher Building Australia, if at any time after the date of this agreement any of the following occur:

$(a)$ a Competing Transaction is announced or made during the No Shop Period and is completed at any time prior to six months after the End Date and, as a result, a person other than Fletcher Building Australia or a Related Body Corporate of it acquires a legal, beneficial or economic interest in, or control of, 50% or more of Crane Shares;
a Competing Transaction is announced or made during the No Shop $(b)$ Period and is completed at any time prior to six months after the End Date and, as a result, a person other than Fletcher Building Australia (or a Related Body Corporate of Fletcher Building Australia) agrees to acquire (whether or not that agreement is conditional):
the whole or a substantial part of Crane's assets, business or $(i)$ property; or
the whole or a substantial part of any Crane Material Business $(ii)$ (including, to avoid doubt, under a sale of shares);
before the End Date any of the Crane Chairman, the Crane Managing $(c)$ Director, the Crane Finance Director, a Specified Director or any two or more non-executive Directors of Crane publicly endorse or otherwise publicly support a third party proposal to acquire:
$(i)$ Crane Shares; or
the whole or substantial part of Crane's assets, business or $(ii)$ property; or
$(iii)$ the whole or a substantial part of any Crane Material Business (including, to avoid doubt, under a sale of shares),

made by a person other than Fletcher Building Australia; or

any of the Crane Chairman, the Crane Managing Director, the Crane $(d)$ Finance Director, a Specified Director or any two or more non-executive Directors of Crane fail to make, or make and then withdraw, revise, revoke or qualify, a recommendation to Crane Shareholders to accept the Offer (whether or not that failure, withdrawal, revocation, qualification or revision is otherwise in breach of this agreement);

Fletcher Building Australia validly terminates this agreement under clause $(e)$ 6.1(a)(i) as a result of a breach by Crane;
Crane terminates this agreement under clause 6.1(b)(ii); $(f)$
a dividend or distribution other than a Permitted Dividend is declared. $(a)$ announced or paid by Crane prior to the End Date: or
Crane is in material breach of clause 8 and such breach is not rectified $(h)$ and Crane does not cease the conduct which caused the breach within one Business Day following written notice from Fletcher Building Australia outlining the nature of the breach.

$9.3$ Compliance with law

The payment of the Break Fee by Crane under this clause 9.3 is not $(a)$ required, or is refundable, to the extent that such reimbursement is found by the Takeovers Panel or a Court to be unlawful and the time period for lodging an application for review or a notice of appeal (as applicable) has expired without such an application or notice having been lodged.
Despite anything else in this agreement, the payment of the Break Fee is $(b)$ not required where the reason for the Crane Directors changing their recommendation is the failure by Fletcher Building or Fletcher Building Australia to satisfy or waive the Regulatory Conditions before the end of the Offer Period.

Other claims $9.4$

Other than in the case where any Crane Director withdraws, revises, revokes or qualifies his or her recommendation in contravention of clause 5.2, payment of the Break Fee will constitute full and final satisfaction of any and all liability of Crane to Fletcher Building or Fletcher Building Australia under this agreement which arises out of an event or occurrence referred to in clause 9.2.

Conduct of business $10^-1$

10.1 Conduct of business

From the date of this agreement until the earlier of the end of the Offer $(a)$ Period and the date when this agreement is terminated, Crane must, and must cause members of the Crane Group to, conduct their respective businesses only in, and not take any action except in, the ordinary course and consistent with past practice or as contemplated by this agreement or otherwise agreed by Fletcher Building Australia (such agreement not to be unreasonably withheld or delayed).

10.2 Access

From the later of the date that Fletcher Building Australia acquires a $(a)$ relevant interest in 50% of the Crane Shares and the Offer is or has become unconditional to the first to occur of the date the Offer Period closes or the date when this agreement is terminated (both inclusive), Crane will, and will cause the members and senior management of the Crane Group to, provide Fletcher Building Australia and their Representatives with reasonable access to such officers, documents records and other information which Fletcher Building Australia reasonably requires for the purposes of:

$(i)$ implementing the Transaction; or
preparing for controlling the conduct of the business of the Crane $(ii)$ Group following implementation of the Transaction.

provided that such access does not place an unreasonable burden on the ability of Crane or any member of the Crane Group to operate their business or would be a breach of law (including the ASX or NZX Listing Rules).

Nothing in this clause requires a party to act at the direction of another $(b)$ party. The business of each party will continue to operate independently of the other parties until the date the Transaction is implemented. The parties agree that nothing in this agreement shall constitute the relationship of a partnership or a joint venture between them.

10.3 Appointment of Directors to Crane Board

Subject to any agreement between the parties. Crane represents and warrants to Fletcher Building Australia that it has been advised by each Crane Director that he or she will, and Crane must procure that the Crane Board will:

take all actions necessary to ensure the nominees of Fletcher Building $(a)$ Australia are lawfully appointed as directors of Crane and Crane Directors nominated by Fletcher Building Australia resign such that the Fletcher Building Australia nominees represent:
$(i)$ two out of five Crane Directors once Fletcher Building Australia acquires a relevant interest in excess of 50% of the Crane Shares and the Offer has become or is declared unconditional; and
$(ii)$ a majority of the Crane Board once Fletcher Building has paid for acceptances of the Offer which taken together with the Crane Shares already owned by Fletcher Building Australia represent 50% of all Crane Shares, provided that the Crane Board will continue to include three non-executive directors in office at the date of this agreement until clause 10.3(b) applies; and
as soon as practicable after Fletcher Building Australia acquires a $(b)$ relevant interest in 90% of the Crane Shares and the Offer becomes or is declared unconditional, ensure that all except for one of the directors on the Crane Board (Continuing Director), other than Fletcher Building Australia's nominees, resign (provided that a proper board is constituted at all times) and that the Continuing Director resigns upon Crane being delisted,

provided that Fletcher Building Australia procures that such appointees do not participate in decisions of Crane in relation to the Offer until after the end of the Offer Period.

10.4 D&O Insurance

Fletcher Building acknowledges that Crane intends to purchase directors and officers liability insurance to provide run-off cover for Crane Directors for a period of seven years after they resign. Crane is permitted to take out such cover provided:

it is comparable to the terms of current director's and officer's insurance in $(a)$ place for Crane Directors at the date of this agreement; and
Crane obtains Fletcher Building's consent where the cost of the insurance $(b)$ is greater than A\$1 million (such consent not to be unreasonably withheld or delaved).

$11$ GST exclusive

Any consideration or amount payable under this agreement, including any $(a)$ non-monetary consideration (as reduced in accordance with paragraph (e) if required) (Consideration) is exclusive of GST.
If GST is or becomes payable on a Supply made under or in connection $(b)$ with this agreement, an additional amount (Additional Amount) is payable by the party providing the Consideration for the Supply (Recipient) equal to the amount of GST payable on that Supply as calculated by the party making the Supply (Supplier) in accordance with the GST Law.
The additional amount payable under paragraph (b) is payable at the $(c)$ same time and in the same manner as the Consideration for the Supply. subject to the provision of a valid Tax Invoice at or before that time. If a valid Tax Invoice is not provided at or before that time then the Additional Amount is only payable on receipt of a valid Tax Invoice.
If for any reason (including, without limitation, the occurrence of an $(d)$ Adjustment Event) the amount of GST payable on a Supply made under or in connection with this agreement (taking into account any Decreasing or Increasing Adiustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under paragraph (b):
the Supplier must provide a refund or credit to the Recipient, or the $(i)$ Recipient must pay a further amount to the Supplier, as appropriate;
the refund, credit or further amount (as the case may be) will be $(ii)$ calculated by the Supplier in accordance with the GST Law; and
the Supplier must notify the Recipient of the refund, credit or further $(iii)$ amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within 7 days after receiving such notification, as appropriate. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event.

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

Despite any other provision in this agreement, if an amount payable under $(e)$ or in connection with this agreement (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party, whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the amount payable must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Amount Incurred.
Any reference in this clause to an Input Tax Credit to which a party is $(f)$ entitled includes an Input Tax Credit arising from a Creditable Acquisition by that party but to which the Representative Member of the GST Group of which that party is a Member is entitled.

12 Representations and warranties

12.1 Crane Warranties

Crane represents and warrants to Fletcher Building Australia and Fletcher $(a)$ Building that each of the warranties set out in clause 12.1(b) is true and correct:
as at the date of this agreement; and $(i)$
$(ii)$ in the case of all warranties except for the warranties in clauses 12.1(b)(vi) or 12.1(b)(vii) on each day during the Offer Period.
Crane represents and warrants that: $(b)$
it is a corporation validly existing under the laws of its place of $(i)$ incorporation and each member of the Crane Group that is a corporation is a corporation validly existing under the laws of its place of incorporation;
$(ii)$ it has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement;
$(iii)$ it has taken all necessary corporate action to authorise the entry into this agreement and has taken or will take all necessary corporate action to authorise the performance of this agreement and to carry out the transactions contemplated by this agreement;
$(iv)$ this agreement is valid and binding upon it and the execution and performance of this agreement will not result in a breach or default under Crane's Constitution (or the constitution of any of its Related Bodies Corporate) or any agreement or deed or any writ, order or injunction, rule or regulation to which Crane or any of its Related Bodies Corporate is a party or to which any of them are bound;
Crane is solvent and no resolutions have been passed nor has any $(v)$ other step been taken or legal proceedings commenced or threatened against it for its winding up or dissolution or for the appointment of a liquidator, receiver, administrator or similar officer over any or all of its assets;
no regulatory action of any nature has been taken as at the date of $(v_i)$ this agreement which would prevent, inhibit or otherwise have a

material adverse effect on its ability to fulfil its obligations under this agreement:

Crane is not in breach of its continuous disclosure obligations $(vii)$ under the Corporations Act and the Listing Rules and, following the release of the Crane Agreed Public Announcement and the delivery of the notifications specified in clause 8.1(a), is not relying on the carve-out in Listing Rule 3.1A to withhold any information from disclosure:
(viii) its issued share capital as at the date of this agreement is as set out in Schedule 2: and
it has not issued, granted or agreed to issue or grant any other $(ix)$ shares or securities convertible into shares, other than the securities referred to in Schedule 2.

12.2 Fletcher Building Warranties

Fletcher Building represents and warrants to Crane that each of the $(a)$ warranties set out in clause 12.2(b) is true and correct:
as at the date of this agreement; and $(i)$
in the case of all warranties except for the warranties in clause $(ii)$ 12.2(b)(vi) and 12.2(b)(vii) on each day during the Offer Period.
Fletcher Building represents and warrants that: $(b)$
it is a corporation validly existing under the laws of its place of $(i)$ incorporation;
it has the corporate power to enter into and perform its obligations $(ii)$ under this agreement and to carry out the transactions contemplated by this agreement;
it has taken all necessary corporate action to authorise the entry $(iii)$ into this agreement and has taken or will take all necessary corporate action to authorise the performance of this agreement and to carry out the transactions contemplated by this agreement;
this agreement is valid and binding upon it and the execution and $(iv)$ performance of this agreement will not result in a breach or default under Fletcher Building's Constitution or any agreement or deed or any writ, order or injunction, rule or regulation to which Fletcher Building is a party or to which any of them are bound;
$(v)$ Fletcher Building is solvent and no resolutions have been passed nor has any other step been taken or legal proceedings commenced or threatened against it for its winding up or dissolution or for the appointment of a liquidator, receiver, administrator or similar officer over any or all of its assets;
no regulatory action of any nature has been taken as at the date of $(vi)$ this agreement which would prevent, inhibit or otherwise have a material adverse effect on its ability to fulfil its obligations under this agreement:
Fletcher Building is not in breach of its continuous disclosure $(vii)$ obligations under the Listing Rules and, following the release of the Fletcher Agreed Public Announcement, is not relying on the carveout in Listing Rule 3.1A to withhold any information from disclosure;
$(iii)$ its issued share capital as at the date of this agreement is as set out in section 2 of the Bidder's Statement; and
it has not issued, granted or agreed to issue or grant any other $(ix)$ shares or securities convertible into shares, other than as set out in section 2 of the Bidder's Statement.

12.3 Fletcher Building Australia Warranties

Fletcher Building Australia represents and warrants to Crane that each of $(a)$ the warranties set out in clause 12.3(b) is true and correct:
as at the date of this agreement; and $(i)$
$(ii)$ on each day during the Offer Period.
$(b)$ Fletcher Building Australia represents and warrants that:
it is a corporation validly existing under the laws of its place of $(i)$ incorporation;
it has the corporate power to enter into and perform its obligations $(ii)$ under this agreement and to carry out the transactions contemplated by this agreement;
it has taken all necessary corporate action to authorise the entry $(iii)$ into of this agreement and has taken or will take all necessary corporate action to authorise the performance of this agreement and to carry out the transactions contemplated by this agreement;
this agreement is valid and binding upon it and the execution and $(iv)$ performance of this agreement will not result in a breach of or default under Fletcher Building Australia's constitution or deed or any writ, order or injunction, rule or regulation to which Fletcher Building Australia is a party to or bound by; and
it is solvent and no resolution has been passed nor has any other $(v)$ step been taken or legal proceedings commenced or threatened against it for its winding up or dissolution or for the appointment of a liquidator, receiver, administrator or similar officer over any or all of its assets.

12.4 Survival of representations

Each representation and warranty in clauses 12.1(b), 12.2(b) and 12.3(b):

is severable; $(a)$
will survive the termination of this agreement; and $(b)$
is given with the intent that liability thereunder will not be confined to $(c)$ breaches which are discovered prior to the date of termination of this agreement.

$13$ Confidential Information

13.1 Disclosure of Fletcher Building Confidential Information

No Fletcher Building Confidential Information may be disclosed by Crane to any person except:

Representatives of Crane or its Related Bodies Corporate requiring the $(a)$ information for the purposes of this agreement;
$(b)$ with the written consent of Fletcher Building Australia;
if Crane is required to do so by law or by a stock exchange; or $(c)$
if Crane is required to do so in connection with legal proceedings relating $(d)$ to this agreement.

13.2 Use of Fletcher Building Confidential Information

Crane must use the Fletcher Building Confidential Information exclusively for the purpose of preparing the Target's Statement and for no other purpose (and must not make any use of any Fletcher Building Confidential Information to the competitive disadvantage of Fletcher Building or any of its Related Bodies Corporate).

13.3 Disclosure of Crane Confidential Information

Fletcher Building and Fletcher Building Australia must procure that no Crane Confidential Information is disclosed by the Fletcher Building Group to any person except;

Representatives of Fletcher Building Australia or its Related Bodies $(a)$ Corporate requiring the information for the purposes of this agreement;
with the consent of Crane; $(b)$
if Fletcher Building Group is required to do so by law or by a stock $(c)$ exchange; or
if Fletcher Building Group is required to do so in connection with legal $(d)$ proceedings relating to this agreement.

13.4 Use of Crane Confidential Information

Fletcher Building Australia must use the Crane Confidential Information exclusively for the purpose of its Bid and for no other purpose (and must not make any use of any Crane Confidential Information to the competitive disadvantage of Crane or any of its Related Bodies Corporate).

13.5 Disclosure by recipient of Confidential Information

Any party disclosing information under clause 13.1(a) or 13.1(b) or clause 13.3(a) or 13.3(b) must use best endeavours to ensure that persons receiving Confidential Information from it do not disclose the information except in the circumstances permitted in clause 13.1 or clause 13.3.

13.6 Excluded Information

Clauses 13.1.13.2.13.3, 13.4 and 13.5 do not apply to the Excluded Information.

13.7 Return of Confidential Information

A party who has received Confidential Information from another under this $(a)$ agreement must, on the request of the other party, immediately deliver to that party all documents or other materials containing or referring to that information which are in its possession, power or control or in the possession, power or control of persons who have received Confidential Information from it under clause 13.1(a) or 13.1(b).
Clause 13.7(a) does not apply to: $(b)$
a party's directors' papers including without limitation any notes, $(i)$ analyses, compilations, memoranda or other documents which form part of those papers or the minutes of a party's board or any committee of that board to the extent that such papers (and documents which form part of those papers) and minutes contain the level of detail consistent with the normal practices of the party; $\alpha$ r
$(ii)$ documents that are created by any legal, accounting or financial advisers of a party where those documents are required to be held, or it is usual practice of the legal, accounting or financial advisor to hold those documents, for the purposes of any relevant professional standards, practices, codes or insurance policies applicable to the relevant adviser.

13.8 Termination

This clause 13 will survive termination (for whatever reason) of this agreement.

14 Stamp duty

Fletcher Building Australia will bear all stamp duty payable in respect of this agreement and any agreement or document contemplated by this agreement and agrees to indemnify Crane and Crane Shareholders against any stamp duty payable in connection with the acceptance of the Offer.

15 Notices

A notice, consent, request or any other communication under this $(a)$ agreement must be in writing and must be left at the address of the addressee, or sent by prepaid post (airmail if posted to or from a place outside Australia) to the address of the addressee or sent by facsimile to the facsimile number of the addressee specified below or any other address or facsimile number the addressee requests.

Crane
Attention:	Company Secretary
Address:	Level 14, Fujitsu House, 15 Blue Street, North Sydney,
	NSW 2060
Facsimile:	+61 2 9954 5544

Fletcher Building:
Attention: I	Martin Farrell, General Counsel
Address:	Fletcher House, 810 Great South Road, Penrose, New
	Zealand 1061
Facsimile:	+64 9 525 9032
Email:	[email protected]

Fletcher Building Australia:

Attention:	Wendy Kong, Company Secretary
Address:	Level 11, Tower B, Zenith Centre, 821 Pacific
	Highway, Chatswood, NSW 2067
Facsimile: I	+61 2 9928 3694
Email:	[email protected]

$(b)$ A notice, consent, request or any other communication is taken to be received:
if by delivery, when it is delivered unless it is delivered on a day $(i)$ other than a Business Day in which case it is taken to be received at 9.00 am on the next Business Day:
$(ii)$ if by post, 3 days after posting;
if a facsimile, at the time of dispatch if the sender receives a $(iii)$ transmission report which confirms that the facsimile was sent in its entirety to the facsimile number of the recipient; and
if emailed, at the time of sending. $(iv)$

$16¹$ General

16.1 Cumulative Rights

The rights, powers and remedies of a party under this agreement are cumulative with the rights, powers or remedies provided by law independently of this agreement.

16.2 Waiver and variation

A provision or a right under this agreement may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.

16.3 Approvals and consents

A party may give or withhold its approval or consent conditionally or unconditionally in its discretion unless this agreement states otherwise. Any approval or consent or agreement required pursuant to this agreement must be in writing.

16.4 Specific Performance

The parties acknowledge that monetary damages alone would not be adequate compensation for a breach by any party of an obligation under this agreement and that specific performance of that obligation is an appropriate remedy.

16.5 Effect of agreement

This agreement supersedes any previous understandings or agreements between the parties concerning the subject matter of this agreement.

16.6 Severability

If the whole or any part of a provision of this agreement is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction. The remainder of this agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.

16.7 Mutual Further Assurances

Each party must do all things necessary or expedient to be done by it in connection with the matters referred to in this agreement.

16.8 Counterparts

This agreement may be executed in any number of counterparts and all those counterparts taken together will constitute one instrument.

16.9 Governing law and jurisdiction

This agreement is governed by the laws of New South Wales.

16.10 Assignment

The rights and obligations of each party under this agreement are personal. They cannot be assigned, charged or otherwise dealt with, and no party shall attempt or purport to do so, without the prior written consent of the other party.

Schedule 1 -Dictionary

Dictionary $\blacktriangleleft$

In this agreement:

Agreed Public Announcements means the announcements to be made by Fletcher Building Australia and Crane to the ASX and NZX in the form annexed at Attachment A.

Announcement Date means the date on which the Agreed Public Announcements are made.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691.

Bid means the off-market takeover bid made by Fletcher Building Australia for all Crane Shares under Chapter 6 of the Corporations Act subject to the Conditions as announced to ASX on 15 December 2010.

Bidder's Statement means the bidder's statement prepared by Fletcher Building Australia in connection with the Bid in accordance with Chapter 6 of the Corporations Act and dispatched to Crane Shareholders on or about 12 January 2011 (as supplemented from time to time by applicable supplementary bidder's statements).

Break Fee means A\$8 million.

Business Day means Monday to Friday inclusive except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Competing Transaction means a transaction, which if completed, would mean a person (other than Fletcher Building Australia or a Related Body Corporate) would:

directly or indirectly, acquire an interest in, a relevant interest in, become $(a)$ the holder of, or enter into a cash settled equity swap or other synthetic, economic or derivative transaction connected with or relating to:
$(i)$ more than 10% of the Crane Shares or more than 10% of the shares in any of Crane's subsidiaries;
$(ii)$ the whole or a material part of the business or property of Crane or any of its subsidiaries; or
the whole or a substantial part of any Crane Material Business; $(iii)$
acquire control of Crane, within the meaning of section 50AA of the $(b)$ Corporations Act; or
otherwise acquire or merge (including by a scheme of arrangement, $(c)$ capital reduction, sale of assets, strategic alliance, joint venture,

partnership, reverse takeover bid or dual listed company structure) with Crane.

Conditions means the conditions set out in clause 12.8(a) of the Bidder's Statement.

Confidential Information means the Crane Confidential Information or the Fletcher Building Confidential Information.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Crane Board means the board of directors of Crane from time to time.

Crane Confidential Information means all confidential, non-public or proprietary information regardless of how the information is stored or delivered, exchanged between the parties before, on or after the date of this agreement relating to the business, technology or other affairs of Crane.

Crane Group means Crane and each Related Body Corporate of Crane.

Crane Interim Dividend means the interim dividend of 22 cents per Crane Share for the period to 31 December 2010 with a record date of 14 February 2010 as announced to ASX on 24 January 2011.

Crane Material Business means each of the following businesses operated by Crane Group:

the Iplex plastic pipelines business conducted in Australia; $(a)$
the Iplex plastic pipelines business conducted in New Zealand; $(b)$
the plumbing supplies outlet business conducted in Australia under the $(c)$ Tradelink, and Northern's brands and the Hudson Building Supplies business:
the trade distribution business conducted in New Zealand under the $(d)$ MasterTrade, Mico, Corys Electrical and Equipsafety brands.

Crane Shares means fully paid ordinary shares issued in the capital of Crane.

Crane Shareholders means each person who is registered in the register of members of Crane as the holder of Crane Shares from time to time.

Crane Special Dividend means a \$0.50 fully franked special dividend to be declared and paid by Crane to the Crane Shareholders and which:

is sourced from accumulated profits of the Crane Group existing as at the $(a)$ date of this agreement;
is funded from existing cash reserves and /or existing banking facilities of $(b)$ the Crane Group:
has a record date which is agreed by Fletcher Building and Crane (acting $(c)$ reasonably); and

$(d)$ is payable regardless of whether the Bid becomes or is declared to be unconditional.

Crane Warranties means the representations and warranties of Crane set out in clause 12.1(b).

Director means a member of the Crane Board.

End Date means the date on which the Offer Period in respect of the Bid ends.

Excluded Information means Confidential Information which:

is in or becomes part of the public domain other than through a breach of $(a)$ this agreement or an obligation of confidence owed to the party providing the Confidential Information;
the recipient of the Confidential Information can prove by $(b)$ contemporaneous written documentation that the information was already known to it at the time of disclosure by the party providing the Confidential Information (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
the recipient of the Confidential Information acquires from a source other $(c)$ than the party providing the Confidential Information or any Related Body Corporate or Representative of the party providing the Confidential Information where such source is entitled to disclose it.

Fletcher Building means Fletcher Building Limited ARBN 096 046 936.

Fletcher Building Australia means Fletcher Building (Australia) Pty Limited ACN 093 539 452.

Fletcher Building Australia Warranties means the representations and warranties of Fletcher Building Australia set out in clause 12.3(b).

Fletcher Building Confidential Information means all confidential, non-public or proprietary information regardless of how the information is stored or delivered, exchanged between the parties before, on, or after the date of this agreement relating to the business, technology or other affairs of Fletcher Building Group.

Fletcher Building Group means Fletcher Building and each Related Body Corporate of Fletcher Building.

Fletcher Building Interim Dividend means the interim dividend in respect of Fletcher Building Shares for the 6 months to 31 December 2010 to be announced by Fletcher Building on or about 16 February 2011.

Fletcher Building Shares means fully paid ordinary shares in Fletcher Building.

Fletcher Building Warranties means the representations and warranties of Fletcher Building set out in clause 12.2(b).

Governmental Agency means a government or governmental, semigovernmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local whether in Australia, New Zealand or elsewhere, including (without limitation) any self-regulatory organisation established under a statute or

otherwise discharging substantially public or regulatory functions, and in particular, ASX, ASIC, NZX, OIO and the Foreign Investment Review Board.

GST means a goods and services tax or similar value added tax levied or imposed under the GST Law.

GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Index Out Condition means the condition in section 12.8(a)(xii) of the Bidder's Statement.

Material Contract has the meaning given to that term in the Bidder's Statement.

Non-Requiatory Conditions means all of the Conditions other than the Conditions in section 12.8(a)(i), (ii), (iii), (iv) and (vi) of the Bidder's Statement.

No Shop Period means the period commencing on the date of this agreement and ending on the first to occur of:

termination of this agreement; and $(a)$
the End Date. $(b)$

NZX means NZX Limited.

Offer means each offer by Fletcher Building Australia for Crane Shares under the Bid.

Offer Period means the period the Offer is open for acceptance.

OIO means the Overseas Investment Office in New Zealand.

Permitted Dividend means:

$(a)$ the Crane Interim Dividend; and
the Crane Special Dividend. $(b)$

Permitted Matter means:

the declaration and payment of the Crane Special Dividend; $(a)$
$(b)$ the provision of information that is not generally available to third parties by Crane prior to the date of this agreement where a copy of that information was not also provided to Fletcher Building Australia;
the entry into extension and amendment agreements by Crane on 14 $(c)$ January 2011 in respect of its \$272 million of unsecured bank facilities with Australian domestic bank lenders;
the tender for supply of HDPE pipe, fittings and flanges to Fluor Australia $(d)$ Pty Limited (as agent for Santos Limited) for the Santos Upstream Gladstone LNG Project;
the tender for supply of HDPE pipe and fittings to QGC Pty Limited for the $(e)$ Queensland Curtis LNG Project;
$(f)$ the tender for supply of HDPE pipe and fittings to Origin/Conoco Philips JV (Australia Pacific LNG Pty Limited) for the APLNG Upstream Project;
the entry into, amendment or termination of a Material Contract where $(g)$ that Material Contract has a value of less than \$20 million:
$(h)$ Crane not obtaining an irrevocable and unconditional waiver or release of a right or consent under a Material Contract as required by Condition 12.8(a)(x) of the Conditions where:
that Material Contract has a value of less than \$20 million; or $(i)$
$(ii)$ the failure to obtain that waiver or release will not have a material adverse effect on the assets, liabilities, financial position and performance, profitability or prospects of Crane and its subsidiaries taken as a whole:
the taking of any action within paragraphs $12.8(a)(xi)(E)$ or (F) of the $(i)$ Conditions the value of which does not exceed \$20 million;
$(i)$ the entry into, or offer to enter into or agreement to enter into any agreement, joint venture, asset or profit share, partnership or commitment which would require expenditure, or the foregoing of revenue by Crane and/or its subsidiaries of an amount which is, in aggregate, less than \$20 million:
any act that has been done with the prior written approval of Fletcher $(k)$ Building Australia or Fletcher Building or at the prior written request of Fletcher Building Australia or Fletcher Building and which the parties agree is a Permitted Matter for the purposes of this agreement; and
$($ l Crane resolving, agreeing, committing or announcing an intention to do any of the things referred to in paragraphs (a) to (i).

Regulatory Conditions means the approvals in sections $12.8(a)(i)$ , (ii), (iii), (iv) and (vi) of the Conditions.

Related Body Corporate has the meaning it has in the Corporations Act.

Representative of a person means an employee, agent, officer, director, adviser or financier of the person and, in the case of advisers and financiers, includes employees, officers and agents of the adviser or financier (as applicable).

Revised Offer Consideration means 1 Fletcher Building Share and A\$3.50 for each Crane Share. In accordance with clauses 4.2 and 4.3:

the Revised Offer Consideration will not be reduced by the amount of the $(a)$ Permitted Dividends; and
$(b)$ Crane Shareholders that accept the Offer will not be entitled to the Fletcher Building Interim Dividend in respect of Fletcher Building Shares issued pursuant to the Bid.

Specified Director means a non-executive Director that:

revises, withdraws, revokes or qualifies his or her recommendation that $(a)$ Crane Shareholders accept the Offer subject to the qualification that no Superior Proposal emerges which is superior overall for Crane Shareholders compared to the Bid; and
in addition to the change in recommendation specified in paragraph (a), $(b)$ publicly or privately engages in conduct (other than advising Crane Shareholders and the ASX of the change of recommendation and his or her reasons for that change) that is designed to encourage or persuade Crane Shareholders to not accept the Bid.

following which Fletcher Building fails to obtain Voting Power in Crane of 90% prior to the End Date under the Bid which offers the Revised Offer Consideration.

Superior Proposal means a transaction, which if completed, would mean a person (other than Fletcher Building Australia or a Related Body Corporate) would become the holder of:

$(a)$ 100% of all Crane Shares; or
$(b)$ the whole or substantially the whole of the entire business, assets and undertakings of the Crane Group.

Paragraph (b) of this definition is only satisfied where the entire business and assets of both the Pipelines and Trade Distribution (Tradelink and CDNZ) businesses (as reported for the purposes of Crane's segment reporting) are disposed of under the transaction and a transaction which involves the disposal of one but not both of these businesses will not constitute a Superior Proposal.

Transaction means the acquisition by Fletcher Building Australia or a Related Body Corporate of Fletcher Building Australia of all Crane Shares under the Offer.

Target's Statement means the target's statement to be issued by Crane under section 638 of the Corporations Act in response to the Bid.

Voting Power has the meaning it has in the Corporations Act.

$\overline{2}$ Interpretation

In this agreement the following rules of interpretation apply unless the contrary intention appears:

headings are for convenience only and do not affect the interpretation of $(a)$ this agreement;
$(b)$ the singular includes the plural and vice versa;
words that are gender neutral or gender specific include each gender; $(c)$
where a word or phrase is given a particular meaning, other parts of $(d)$ speech and grammatical forms of that word or phrase have corresponding meanings:
the words 'such as', 'including', 'particularly' and similar expressions are $(e)$ not used as, nor are intended to be, interpreted as words of limitation;
$(f)$ a reference to:
a person includes a natural person, partnership, joint venture, $(i)$ government agency, association, corporation or other body corporate or entity (as that term is defined in section 64A of the Corporations Act);
a thing (including, but not limited to, a chose in action or other right) $(ii)$ includes a part of that thing;
a party includes its successors and permitted assigns; $(iii)$
a document includes all amendments or supplements to that $(iv)$ document:
a clause, term, party, schedule or attachment is a reference to a $(v)$ clause or term of, or party, schedule or attachment to this agreement;
$(vi)$ this agreement includes all schedules and attachments to it;
a law includes a constitutional provision, treaty, decree, convention, $(vii)$ statute, regulation, ordinance, by-law, judgment, rule of common law or equity or a rule of an applicable Financial Market and is a reference to that law as amended, consolidated or replaced;
$(viii)$ an agreement other than this agreement includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and
a monetary amount is in Australian dollars; $(ix)$
an agreement on the part of two or more persons binds them jointly and $(g)$ severally;
when the day on which something must be done is not a Business Day. $(h)$ that thing must be done on the following Business Day;
in determining the time of day, where relevant to this agreement, the $(i)$ relevant time of day is:
for the purposes of giving or receiving notices, the time of day $(i)$ where a party receiving a notice is located; or
for any other purpose under this agreement, the time of day in the $(ii)$ place where the party required to perform an obligation is located; and
no rule of construction applies to the disadvantage of a party because that $(i)$ party was responsible for the preparation of this agreement or any part of it.

Schedule 2 -Crane securities

Class of security	Number on issue
Ordinary shares	79,110,667
Options over ordinary shares	Nil
Preference Shares	400,000

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Execution page

Executed as an agreement.

Signed for Fletcher Building Limited by:
Signature of Authorised Signatory	Signature of Authorised Signatory
Name of Authorised Signatory (print)	Name of Authorised Signatory (print)
Signature of witness	Signature of witness
Name of witness (print)	Name of witness (print)
Signed for Fletcher Building (Australia) Pty Limited under power of attorney in the

	Signature of attorney
	Name of attorney (print)
presence of: Signature of witness Name of witness (print) Signed for Crane Group Limited by:
	Signature of director/secretary
Signature of director GREG SEDGWICK	Fitzgeold

.......................................

Attachment A - Agreed Public Announcements

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