Entitlement Offer of Ordinary Shares

Fletcher Building Limited 1 for 4.46
Entitlement Offer of Ordinary Shares
Offer Document
This Offer Document may not be distributed outside New Zealand or Australia
except to certain institutional and professional investors in such other countries
and to the extent contemplated in this Offer Document.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES except by
Fletcher Building to Approved U.S. Shareholders and Approved U.S. Investors in
connection with the U.S. Private Placement.
ABN: 35 096 046 936
17 April 2018

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Fletcher Building Limited
Contents
1.Key terms of the Offer5
2.Chairman’s letter7
3.Important dates8
4.Actions to be taken by Eligible Shareholders10
5.Details of the Offer12
6.Announcement / Investor Presentation25
7.Other information46
8.Glossary47
9.Directory51

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Fletcher Building Limited
Important notice
This Offer Document has been prepared by Fletcher
Building Limited (Fletcher Building) in connection with a
1 for 4.46 accelerated pro rata entitlement offer of New
Shares. The Offer is made to Eligible Shareholders pursuant
to the exclusion in clause 19 of schedule 1 of the
New Zealand Financial Markets Conduct Act 2013 and
pursuant to the provisions of the Australian Corporations
Act 2001 (Cth) (as modified by ASIC Corporations (Non-
Traditional Rights Issues) Instrument 2016/84 and ASIC
Instrument 18-0268) which allow entitlement offers to be
made by providing certain confirmations to the market.
As a result, it is important for Eligible Retail Shareholders to
read and understand the information on Fletcher Building
and the Offer made publically available, prior to accepting
all or part of their Entitlement (see ‘Additional information
available under Fletcher Building’s disclosure
obligations’ below).
This Offer Document is not a product disclosure statement
or prospectus for the purposes of the New Zealand
Financial Markets Conduct Act 2013 or the Australian
Corporations Act 2001 (Cth) or any other law, and does not
contain all of the information that an investor would find in
a product disclosure statement or prospectus or which
may be required to make an informed decision about the
Offer or Fletcher Building.
Additional information available under Fletcher
Building’s disclosure obligations
Fletcher Building is subject to continuous disclosure
obligations under the NZX Listing Rules which require it to
notify certain material information to NZX. The ASX Listing
Rules also require that Fletcher Building immediately
provide to ASX all the information which it provides to NZX
that is, or is to be, made public. Market releases by Fletcher
Building, including an announcement and an investor
presentation relating to this Offer, its most recent annual
report (for the year ended 30 June 2017) and its interim
report (for the six months ended 31 December 2017) are
available at www.nzx.com and www.asx.com.au under the
stock code FBU. The announcement and investor
presentation have also been included in this Offer
Document in Part 6: Announcement / Investor
Presentation.
Fletcher Building may, during the Offer, make additional
releases to NZX and ASX. To the maximum extent
permitted by law, no release by Fletcher Building to
NZX or ASX will permit an Applicant to withdraw any
previously submitted Application without Fletcher
Building’s prior consent.
The market price of Shares may increase or decrease
between the date of this Offer Document and the date
of allotment of New Shares. Any changes in the market
price of Shares will not affect the Application Price and
the market price of New Shares following allotment may
be higher or lower than the Application Price.
Withdrawal
Subject to compliance with all applicable laws, Fletcher
Building reserves the right to withdraw all or any part of
the Offer (either generally or in particular cases) (for
example, subject to compliance with all applicable laws,
the Institutional Entitlement Offer could proceed but the
Retail Entitlement Offer could be withdrawn).
Forward looking statements
This Offer Document contains certain ‘forward-looking
statements’ such as indications of, and guidance on, future
earnings and financial position and performance. Forward-
looking statements can generally be identified by the use
of forward-looking words such as, ‘expect’, ‘anticipate’,
‘likely’, ‘intend’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’, ‘will’,
‘believe’, ‘forecast’, ‘estimate’, ‘target’, ‘outlook’, ‘guidance’
and other similar expressions and include statements
regarding the conduct and outcome of the Offer and the
use of the proceeds thereof. Such forward-looking
statements are not guarantees or predictions of future
performance and involve known and unknown risks and
uncertainties and other factors, many of which are beyond
the control of Fletcher Building, and may involve significant
elements of subjective judgement and assumptions as to
future events which may or may not be correct. There can
be no assurance that actual outcomes will not materially
differ from these forward-looking statements. A number
of important factors could cause actual results or
performance to differ materially from the forward-looking
statements. The forward-looking statements are based on
information available to Fletcher Building as at the date of
this Offer Document. Except as required by law or
regulation (including the NZX Listing Rules and ASX Listing
Rules), Fletcher Building undertakes no obligation to
provide any additional or updated information whether
as a result of new information, future events or results
or otherwise.

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Fletcher Building Limited
Offering restrictions
This Offer Document is intended for use only in
connection with:
• the Offer to Eligible Retail Shareholders; and
• the Offer to Eligible Institutional Shareholders with an
address in New Zealand, Australia, Canada, France,
Germany, Hong Kong, Ireland, Japan, Malaysia, the
Netherlands, Norway, Singapore, Switzerland or the
United Kingdom (in each case to Shareholders that are
not in the United States or are not acting for the account
or benefit of a person in the United States) as at 9.00pm
(NZ time) on the Record Date and Approved U.S.
Shareholders and Approved U.S. Investors when
delivered by Fletcher Building together with a
subscription agreement as part of the U.S. Private
Placement that forms part of the Offer.
This Offer Document does not constitute an offer or
invitation in any place in which, or to any person to whom,
it would not be lawful to make such an offer or invitation.
Neither this Offer Document, any enclosed or
accompanying NZX or ASX announcements, nor the
Entitlement and Acceptance Form may be released or
distributed in the United States. This Offer Document, any
accompanying NZX or ASX announcements and the
Entitlement and Acceptance Form do not constitute an
offer to sell, or the solicitation of an offer to buy, any
securities in the United States or to any person who is
acting for the account or benefit of any person in the
United States (to the extent such person is acting for the
account or benefit of a person in the United States), or in
any other jurisdiction in which such an offer would be
illegal. Neither the Entitlements nor the New Shares have
been, or will be, registered under the U.S. Securities Act, or
the securities laws of any state or other jurisdiction of the
United States. The Entitlements may not be issued to, or
taken up or exercised by, and the New Shares may not be
offered or sold to, persons in the United States or persons
who are acting for the account or benefit of a person in the
United States (to the extent such person is acting for the
account or benefit of a person in the United States). Neither
the Entitlements nor the New Shares may be offered, sold
or resold, directly or indirectly, in the United States or to
persons acting for the account or benefit of a person in the
United States (to the extent such persons hold Securities
and are acting for the account or benefit of a person in the
United States) except in transactions exempt from, or not
subject to, the registration requirements of the U.S.
Securities Act and the applicable securities laws of any
state or other jurisdiction of the United States. This Offer
Document may not be sent or given to any person outside
New Zealand or Australia in circumstances in which the
Offer or distribution of this Offer Document would be
unlawful. The distribution of this Offer Document (including
an electronic copy) outside New Zealand and Australia may
be restricted by law. In particular, this Offer Document may
not be distributed to any person, and the New Shares may
not be offered or sold, in any country outside New Zealand
or Australia except to the extent permitted in this Offer
Document or as Fletcher Building may otherwise determine
in compliance with applicable laws. Further details on the
offering restrictions that apply are set out in Part 5: Details
of the Offer.
If you come into possession of this Offer Document, you
should observe any such restrictions. Any failure to comply
with such restrictions may contravene applicable securities
law. Fletcher Building disclaims all liability to such persons.
Your decision to participate in the Offer
The information in this Offer Document does not constitute
a recommendation to invest in New Shares and is not
financial product advice to you or any other person. This
Offer Document has been prepared without taking into
account your investment objectives, financial or taxation
situation or particular needs or circumstances.
You should make your decision whether to invest in New
Shares based on your personal circumstances. Please read
this Offer Document carefully and in full before making that
decision. You are encouraged to take your own professional
advice before you invest.
Questions about the Offer or Entitlements
Any questions about the Offer can be directed to an NZX
Firm, ASX Broker or your solicitor, stockbroker, accountant,
financial adviser or other professional adviser. If you have
any questions about the number of New Shares shown on
your Entitlement and Acceptance Form, or how to
complete the Entitlement and Acceptance Form, please
contact the Registrar whose contact details are set out in
Part 9: Directory.
Definitions
Capitalised terms used in this Offer Document have the
meanings given in Part 8: Glossary.

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Fletcher Building Limited |
Key terms of the Offer
Issuer
Fletcher Building Limited.
Eligible Retail Shareholder
A Shareholder with a registered address in New Zealand or Australia as at 9.00pm
(NZ time) / 7.00pm (Sydney time) on the Record Date, who is not in the United States or
acting for the account or benefit of a person in the United States and is not an Eligible
Institutional Shareholder or an Ineligible Institutional Shareholder.
Eligible Institutional
Shareholder
A Shareholder, as at 9.00pm (NZ time) / 7.00pm (Sydney time) on the Record Date, with
an address in New Zealand, Australia, Canada, France, Germany, Hong Kong, Ireland,
Japan, Malaysia, the Netherlands, Norway, Singapore, Switzerland or the United Kingdom
or a Shareholder in the United States that is an Approved U.S. Shareholder or an
Approved U.S. Investor and, in each case, who is an Institutional Investor (or a nominee
of an Institutional Investor) and who is invited to participate in the Institutional
Entitlement Offer, as further described in the Glossary.
Application Price
NZ$4.80 (or the A$ Price) per New Share.
Offer size
Approximate amount to be raised under the Offer: NZ$750 million.
New Shares
The same class as (and ranking equally with) Existing Shares.
Shares currently on issue
697,040,440
Number of New Shares being
offered
156,287,094 (subject to rounding)
Offer
INSTITUTIONAL ENTITLEMENT OFFER AND RETAIL ENTITLEMENT OFFER
A pro rata entitlement offer of 1 New Share for every 4.46 Existing Shares held by Eligible
Shareholders at 9.00pm (NZ time) / 7.00pm (Sydney time) on the Record Date (with
fractional entitlements being rounded up to the nearest New Share). A shorter than usual
offer period will apply to Eligible Institutional Shareholders under the Institutional
Entitlement Offer, which will occur over the two Business Days immediately following the
announcement of the Offer.
INSTITUTIONAL BOOKBUILD AND RETAIL BOOKBUILD
Entitlements cannot be traded on the NZX Main Board or ASX or privately transferred.
However, Entitlements not taken up by Eligible Shareholders or which would have been
issued to Ineligible Shareholders had they been entitled to participate will be offered for
sale to Institutional Investors through Bookbuilds run by the Lead Manager.
Any Premium realised for those Entitlements in the Bookbuilds will be paid (net of any
applicable withholding tax) on a pro rata basis to those Shareholders who do not take up
all of their Entitlements or who are ineligible to do so by virtue of being an Ineligible
Shareholder.
There will be a Bookbuild for the Institutional Entitlement Offer (with any Institutional
Premium realised for the Entitlements in the Institutional Bookbuild shared by Eligible
Institutional Shareholders who do not take up all of their Entitlements and Ineligible
Institutional Shareholders) and a separate Bookbuild for the Retail Entitlement Offer
(with any Retail Premium realised for the Entitlements in the Retail Bookbuild shared by
Eligible Retail Shareholders who do not take up all of their Entitlements and Ineligible
Retail Shareholders).
There is no guarantee that there will be any Premium realised for the Entitlements
offered for sale in the Bookbuilds, and the Premium realised (if any) in one Bookbuild may
be different from the Premium realised (if any) in the other Bookbuild.
01.
Key terms of the Offer

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Fletcher Building Limited |
How to apply
ELIGIBLE RETAIL SHAREHOLDERS:
An Application by an Eligible Retail Shareholder must be made (together with payment)
either:
• on the enclosed personalised Entitlement and Acceptance Form; or
• using the online application form at www.fletcherbuildingshareoffer.co.nz
ELIGIBLE INSTITUTIONAL SHAREHOLDERS:
The Lead Manager will contact Eligible Institutional Shareholders (other than Approved
U.S. Shareholders and Approved U.S. Investors) and advise them of the terms and
conditions of participation in the Offer and to confirm their application process.
Fletcher Building will contact Approved U.S. Shareholders and Approved U.S. Investors
and advise them of the application process in connection with the U.S. Private
Placement. Approved U.S. Shareholders and Approved U.S. Investors should refer to the
information contained in the subscription agreements provided by Fletcher Building for
further information in relation to the U.S. Private Placement.
Underwriting
The Offer is fully underwritten by Macquarie Securities (NZ) Limited, although
services may be provided by any of its affiliates, including Macquarie Capital
(New Zealand) Limited.
Key terms of the Offer

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Fletcher Building Limited |
Chairman’s letter
02.
Chairman’s letter
17 April 2018
Dear Shareholder
I am pleased to invite you to participate in an Offer for New
Shares in Fletcher Building. This is being undertaken
through an accelerated pro rata entitlement offer, which
means that you have the opportunity to purchase 1 New
Share at an Offer Price of NZ$4.80 (or the A$ Price) for
every 4.46 Fletcher Building Shares you own at 9.00pm
(NZ time) / 7.00pm (Sydney time) on Thursday 19 April 2018.
The Offer proceeds will be used to strengthen the balance
sheet and will better enable the Group to execute its
immediate and longer term strategic objectives.
The strategic review is progressing well with key principles
approved by the Board. In particular, the Group will focus its
activities on New Zealand and Australia and will therefore
undertake divestment processes for its Formica and Roof
Tile Group businesses. The Company believes that a
strengthened balance sheet will enable it to transact these
asset sales in a way that maximises value for shareholders.
As previously advised, the Company will provide a detailed
update and full overview of the Group’s strategy in June
2018 once the review is completed.
Details of the entitlement offer
This Offer to you is part of the fully underwritten
entitlement offer announced by Fletcher Building on
17 April 2018 to raise approximately NZ$750 million.
The NZ$4.80 Offer Price represents a 20.0% discount to the
Theoretical Ex Rights Price of Fletcher Building Shares on
NZX on Monday 16 April 2018 (the last trading day before
the Offer was announced) and is the same price at which
New Shares are to be issued to institutions under the
Institutional Entitlement Offer.
You can choose to take up your entitlement in whole, in
part or not at all. Entitlements cannot be traded or sold on
the NZX or ASX.
Any entitlements that are not taken up by Eligible
Shareholders, or which would have been issued to
Ineligible Shareholders had they been entitled to
participate, will be offered for sale to Institutional Investors
through two Bookbuilds run by the Lead Manager. There
will be one Bookbuild in respect of the Institutional
Entitlement Offer and one Bookbuild in respect of the Retail
Entitlement Offer.
Any proceeds of sale in excess of the Offer Price under the
Bookbuilds (a Premium) will be paid (net of any applicable
withholding tax) on a pro rata basis to those Shareholders
who do not take up all of their entitlements or who are not
eligible to do so under each of the Institutional Entitlement
Offer and the Retail Entitlement Offer, respectively. There is
no guarantee that there will be any Premium realised for
the entitlements offered for sale in the Bookbuilds, and the
Premium realised (if any) in one Bookbuild may be different
from the Premium realised (if any) in the other Bookbuild.
To participate in the Retail Entitlement Offer, you must
apply and pay for your New Shares before 7.00pm
(NZ time) / 5.00pm (Sydney time) on 11 May 2018.
You can apply and pay via the online facility at
www.fletcherbuildingshareoffer.co.nz or by returning
the Entitlement and Acceptance Form and following
the payment instructions set out on that form. Further
information about how to apply for New Shares is set out
in Section 4 of this Offer Document.
Purpose of this Offer Document
This Offer Document contains important information about
the Offer. I encourage you to read it carefully and discuss
the Offer with your financial adviser or other professional
adviser before deciding whether or not to participate in
the Offer.
If you have any questions about the Offer, please call the
Fletcher Building Investor Information Line on
0800 650 034 (toll free within New Zealand) or
1800 501 366 (toll free within Australia) from 8.30am to
5.00pm Monday to Friday (excluding public holidays), or
contact your financial adviser or other professional adviser.
Reflecting their commitment to Fletcher Building, I am
pleased to confirm that all directors of the company intend
to take up their full entitlements under the Offer.
On behalf of the Directors of Fletcher Building, I invite you
to consider this opportunity and thank you for your
continued support.
Yours sincerely
Sir Ralph Norris
CHAIRMAN
Fletcher Building Limited

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Fletcher Building Limited |
Institutional Entitlement Offer and Institutional Bookbuild

This timetable is relevant to participants in the Institutional Entitlement Offer and Institutional Bookbuild. Eligible Retail
Shareholders should refer to the important dates for the Retail Entitlement Offer and Retail Bookbuild set out below.
KEY EVENTDATE
1
Trading halt commences on NZX and ASX and Institutional Entitlement
Offer opens at 10.00am (NZ time) / 8.00am (Sydney time)
Tuesday 17 April 2018
Institutional Entitlement Offer closes at 4.00pm (NZ time) / 2.00pm
(Sydney time)
Wednesday 18 April 2018
Institutional Bookbuild opens at 6.30pm (NZ time) / 4.30pm (Sydney time)Wednesday 18 April 2018
Institutional Bookbuild closes at 5.00pm (NZ time) / 3.00pm (Sydney time)Thursday 19 April 2018
Record Date 9.00pm (NZ time) / 7.00pm (Sydney time)Thursday 19 April 2018
Announce A$ Price and results of Institutional Entitlement Offer
Trading halt lifted on open of trading on NZX Main Board and ASX
(pre-market open)
Friday 20 April 2018
Settlement of Institutional Entitlement Offer and Institutional Bookbuild on
ASX
Thursday 26 April 2018
Settlement of Institutional Entitlement Offer and Institutional Bookbuild on
NZX Main Board and commencement of trading of allotted New Shares
on the NZX Main Board and the ASX
Friday 27 April 2018
1. The dates above (and any references to them in this Offer Document) are subject to change and are indicative only. All times and dates refer to NZ time
(unless specified otherwise). Fletcher Building reserves the right to amend the timetables (including by extending the closing dates for the Offer or
accepting late Applications, either generally or in particular cases) subject to applicable laws and the NZX Listing Rules and ASX Listing Rules. Any
extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares. Subject to compliance with all applicable
laws, Fletcher Building reserves the right to withdraw the Offer (or any of the Institutional Entitlement Offer, Institutional Bookbuild, Retail Entitlement
Offer or Retail Bookbuild, and irrespective of whether or not all of them are withdrawn) at any time at its absolute discretion. The commencement of
quotation of New Shares on ASX is subject to confirmation from ASX.
Important dates
03.
Important dates

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Fletcher Building Limited |
Retail Entitlement Offer and Retail Bookbuild

This timetable is relevant to participants in the Retail Entitlement Offer and Retail Bookbuild. Eligible Institutional
Shareholders should refer to the important dates for the Institutional Entitlement Offer and Institutional Bookbuild set
out above.
KEY EVENTDATE
1
Record Date 9.00pm (NZ time) / 7.00pm (Sydney time)Thursday 19 April 2018
Announce A$ Price Friday 20 April 2018
Retail Entitlement Offer opens at 10.00am (NZ time) / 8.00am
(Sydney time)
Monday 23 April 2018
Expected despatch of this Offer Document and Entitlement and
Acceptance Forms
Tuesday 24 April 2018
Retail Entitlement Offer closes at 7.00pm (NZ time) / 5.00pm
(Sydney time)
Friday 11 May 2018
Announce results of Retail Entitlement Offer
Retail Bookbuild
Tuesday 15 May 2018
Announce results of Retail BookbuildWednesday 16 May 2018
Settlement of Retail Entitlement Offer and Retail Bookbuild on ASXThursday 17 May 2018
Settlement of Retail Entitlement Offer and Retail Bookbuild on NZX
Allotment of New Shares under the Retail Entitlement Offer and Retail
Bookbuild on NZX Main Board and ASX
Trading of New Shares commences on NZX
Friday 18 May 2018
Trading of New Shares commences on ASXMonday 21 May 2018
Despatch of holding statements for New Shares issued under the Retail
Entitlement Offer
Monday 21 May 2018
Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms or apply via the online
application process as soon as possible. No cooling-off rights apply to applications submitted under the Offer.
1. The dates above (and any references to them in this Offer Document) are subject to change and are indicative only. All times and dates refer to NZ time
(unless specified otherwise). Fletcher Building reserves the right to amend the timetables (including by extending the closing dates for the Offer or
accepting late Applications, either generally or in particular cases) subject to applicable laws and the NZX Listing Rules and ASX Listing Rules. Any
extension of the closing dates for the Offer will have a consequential effect on the issue date of New Shares. Subject to compliance with all applicable
laws, Fletcher Building reserves the right to withdraw the Offer (or any of the Institutional Entitlement Offer, Institutional Bookbuild, Retail Entitlement
Offer or Retail Bookbuild, and irrespective of whether or not all of them are withdrawn) at any time at its absolute discretion. The commencement of
quotation of New Shares on ASX is subject to confirmation from ASX.
Important dates

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Fletcher Building Limited |
A. If you are an Eligible Retail Shareholder, you
may take the following actions:
• take up all of your Entitlement;
• take up part of your Entitlement; or
• do nothing.
If you only take up part of your Entitlement or do nothing,
any Entitlement not taken up will be offered for sale in the
Retail Bookbuild. Any Retail Premium realised for those
Entitlements in the Retail Bookbuild will be paid (net of any
applicable withholding tax) on a pro rata basis to those
Eligible Retail Shareholders who do not take up all of their
Entitlements or who are ineligible to do so by virtue of
being an Ineligible Retail Shareholder.
The Offer is a pro rata offer to Eligible Shareholders. Eligible
Shareholders who take up their Entitlement in full will not
have their percentage shareholding in Fletcher Building
reduced by the Offer. However, Eligible Shareholders who
do not take up all of their Entitlement will have their
percentage shareholding in Fletcher Building diluted
by the Offer.
TO TAKE UP ALL OR PART OF YOUR ENTITLEMENT
If you are an Eligible Retail Shareholder and wish to take
up all or part of your Entitlement, you should:
• complete your personalised Entitlement and
Acceptance Form accompanying this Offer Document
in accordance with the instructions set out on that form;
• make payment by direct credit or attach your cheque or
bank draft in New Zealand dollars or Australian dollars to
your completed Entitlement and Acceptance Form for
the amount required to be paid in accordance with the
payment instructions set out below; and
• return your completed Entitlement and Acceptance
Form and your cheque or bank draft to the Registrar
(or any NZX Firm or ASX Broker in sufficient time for the
documents to be forwarded to and received by the
Registrar), no later than 7.00pm (NZ time) / 5.00pm
(Sydney time) on 11 May 2018. Contact details for the
Registrar are set out below and in Part 9: Directory.
Alternatively, you may apply online in accordance with the
instructions for online Applications below.
PAYMENT INSTRUCTIONS
• Payment must be made in full by paying NZ$4.80 (or the
A$ Price), per New Share on Application.
• Payments are to be made by direct credit, cheque or
bank draft to the Registrar or by such other method of
payment agreed as acceptable to Fletcher Building.
Please choose only one payment option.
• If there is a discrepancy between the amount of
Application Monies and the number of New Shares
indicated as your Entitlement on your Entitlement and
Acceptance Form, Fletcher Building will treat the
Application as being for the lower of your Entitlement
and the number of New Shares the Application Monies
will pay for.
• If you elect to apply for New Shares using New Zealand
dollars, any New Shares issued to you will be issued on
Fletcher Building’s NZX branch register. If you elect to
apply for New Shares using the A$ Price, any New
Shares issued to you will be issued on Fletcher Building’s
ASX branch register.
PAYMENT OPTIONS
Option 1 – Direct Credit
Applicants who elect to pay by direct credit should transfer
funds in New Zealand dollars or in Australian dollars, to the
trust account maintained by the Registrar, the details of
which are set out in the Entitlement and Acceptance Form
or in the online Application (if you are applying for New
Shares using the online Application process set out below).
Applicants paying by direct credit must submit their
payment instruction to their bank by no later than 5.00pm
(NZ time) / 3.00pm (Sydney time) on 11 May 2018 or such
other date as Fletcher Building may determine.
Option 2 – Cheque or Bank Draft
Applicants who elect to pay by cheque or bank draft must
ensure that the cheque is drawn on a New Zealand bank or
that the bank draft is in New Zealand dollars or drawn on an
Australian bank or that the bank draft must be in Australian
dollars. Cheques or bank drafts drawn in a different
currency will not be accepted.
Cheques or bank drafts are to be made payable to
“Fletcher Building Entitlement Offer” and crossed “Not
Transferable” or “Not Negotiable”.
If your cheque is dishonoured for any reason Fletcher
Building may reject your Application, cancel your allotment
of New Shares and pursue any other remedies available to
it at law.
Actions to be taken by Eligible Shareholders
Actions to be taken by Eligible Shareholders
04.

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Fletcher Building Limited |
MAILING ADDRESSES FOR ENTITLEMENT AND
ACCEPTANCE FORMS
Applicants who elect to pay by direct credit should email
their completed Entitlement and Acceptance Forms to
fletcherbuilding@computershare.co.nz. Alternatively, such
Applicants may also mail their completed Forms to the
Registrar at the address set out below.
Applicants who are not paying by direct credit should mail
Completed Entitlement and Acceptance Forms and
cheques or bank drafts to the Registrar at:
Fletcher Building Limited
C/- Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
or, for Eligible Australian Retail Shareholders, to:
Fletcher Building Limited
C/- Computershare Investor Services Pty Ltd
GPO Box 3329, Melbourne VIC 3001, Australia
to arrive no later than 7.00pm (NZ time) / 5.00pm
(Sydney time) on 11 May 2018 or, if sent to any NZX Firm or
ASX Broker, in sufficient time for the documents to be
forwarded to, and received by, the Registrar not later
than 7.00pm (NZ time) / 5.00pm (Sydney time) on
11 May 2018. If you have any questions in relation to such
timing requirements of any NZX Firm or ASX Broker, you
should discuss these directly with that NZX Firm or ASX
Broker.
ONLINE APPLICATIONS
If you are an Eligible Retail Shareholder, you may
also apply for all or part of your Entitlement online.
To do so, you must complete an online Application
at www.fletcherbuildingshareoffer.co.nz by no later
than 7.00pm (NZ time) / 5.00pm (Sydney time) on
11 May 2018. You will be required to enter your
CSN/Holder number (or HIN or SRN if you are an
Eligible Australian Retail Shareholder) which you hold
your Shares under.
Payment for Applications made online must be made by
way of direct credit. Please read the instructions regarding
direct credit payments under the heading “Payment
Options” above. Once your Application has been
completed successfully, you will be emailed an application
confirmation which you should keep for your records.
B. If you are an Eligible Institutional Shareholder
The Lead Manager will contact Eligible Institutional
Shareholders (other than Approved U.S. Shareholders and
Approved U.S. Investors) to inform them of the terms and
conditions of participation in the Institutional Entitlement
Offer and seek confirmation of their Entitlements under
the Offer.
The Lead Manager will determine the Shareholders who will
be treated as Eligible Institutional Shareholders for the
purpose of determining the Shareholders to whom an offer
of New Shares will be made under the Institutional
Entitlement Offer. In exercising its discretion, the Lead
Manager may have regard to a number of matters,
including legal and regulatory requirements and logistical
and registry constraints. Fletcher Building and the Lead
Manager will agree on which Shareholders will be treated
as Ineligible Institutional Shareholders.
Fletcher Building will separately contact Approved U.S.
Shareholders and Approved U.S. Investors in connection
with the U.S. Private Placement which forms part of the
Offer. The Lead Manager is not managing the U.S. Private
Placement and is acting solely in its capacity as
Administration Agent in connection therewith.
C. Information for all Eligible Shareholders
DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not constitute
a recommendation to acquire New Shares or financial
product advice. This Offer Document has been prepared
without taking into account the investment objectives,
financial or taxation situation or particular needs or
circumstances of any Applicant.
LATE APPLICATIONS AND WITHDRAWAL RIGHTS
Fletcher Building may accept late Applications and
Application Monies, either generally or in particular cases,
but has no obligation to do so. Fletcher Building may
accept or reject (at its discretion) any Entitlement and
Acceptance Form or online Application which it considers
to have been completed incorrectly or correct any errors or
omissions on any Entitlement and Acceptance Form or
online Application.
Once submitted, and subject to all applicable law, an
Application may not be withdrawn without Fletcher
Building’s prior written consent.
FURTHER INFORMATION
Enquiries about the Offer can be directed to an Authorised
Financial Adviser, an NZX Firm or ASX Broker or your
solicitor, accountant or other professional adviser.
If you have any questions about the number of New Shares
shown on your Entitlement and Acceptance Form that
accompanies this Offer Document, or how to complete
your Entitlement and Acceptance Form or an online
Application, please contact the Registrar.
The Registrar can be contacted on 0800 650 034, or
+64 9 488 8777 or at Level 2, 159 Hurstmere Road,
Takapuna, Auckland 0622, New Zealand, or Private Bag
92119, Auckland 1142, New Zealand.
If you are an Eligible Australian Retail Shareholder, you can
contact Computershare Australia on 1800 501 366 (from
Australia), or on +61 3 9415 4083.
Actions to be taken by Eligible Shareholders

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Fletcher Building Limited |
The Offer
The Offer is an offer of New Shares to Eligible Shareholders
under an accelerated pro rata entitlement issue. Under the
Offer, Eligible Shareholders are entitled to subscribe for
1 New Share for every 4.46 Existing Shares held at 9.00pm
(NZ time) / 7.00pm (Sydney time) on the Record Date. The
New Shares will be the same class as, and will rank equally
with, Existing Shares which are quoted on the NZX Main
Board and ASX. It is a term of the Offer that Fletcher
Building will take any necessary steps to ensure that the
New Shares are, immediately after issue, quoted on the
NZX Main Board and ASX.
The maximum number of New Shares being offered under
the Offer is 156,287,094 New Shares (subject to rounding).
Fletcher Building will raise a total of approximately
NZ$750 million through the Offer, which is fully
underwritten by Macquarie Securities (NZ) Limited.
The number of New Shares to which an Eligible
Shareholder is entitled under an Entitlement will, in the case
of fractions, be rounded up to the nearest whole number.
The issue of New Shares pursuant to the Offer is not
expected to have any effect or consequence on the control
of Fletcher Building.
Application Price
The Application Price is NZ$4.80 (or the A$ Price) per New
Share and must be paid in full on application.
The A$ Price will be the Australian dollar equivalent of
NZ$4.80 determined using the RBA AUD/NZD exchange
rate on Thursday 19 April 2018 at 4.00pm (Sydney time).
The A$ Price will be announced by Fletcher Building on
Friday 20 April 2018.
Payment of the Application Price for the Retail Entitlement
Offer must be made in accordance with the instructions set
out on the reverse of the Entitlement and Acceptance Form
or in accordance with the online Application process (and
as further described in Part 4: Actions to be taken by
Eligible Shareholders).
If you elect to apply for New Shares using New Zealand
dollars, any New Shares issued to you will be issued on
Fletcher Building’s NZX branch register. If you elect to apply
for New Shares using the A$ Price, any New Shares issued
to you will be issued on Fletcher Building’s ASX branch
register.
Eligible Retail Shareholders must also deliver a completed
Entitlement and Acceptance Form (either by mail, delivery,
fax or email) to the Registrar. Alternatively, Applications
may be made by Eligible Retail Shareholders online at
www.fletcherbuildingshareoffer.co.nz without the
requirement to complete the Entitlement and Acceptance
Form.
Application Monies received will be held in a trust account
with the Registrar until the corresponding New Shares are
allotted or the Application Monies are refunded (whichever
is applicable). Interest earned on the Application Monies
will be for the benefit, and remain the property, of Fletcher
Building and will be retained by Fletcher Building whether
or not the issue of New Shares takes place.
Any refund of Application Monies will be made without
interest and within 10 Business Days of allotment or the
date that the decision not to accept an Application is made
(as the case may be).
Withdrawal
Subject to compliance with all applicable laws, Fletcher
Building reserves the right to withdraw the Offer (or any of
the Institutional Entitlement Offer, Institutional Bookbuild,
Retail Entitlement Offer or Retail Bookbuild, and irrespective
of whether or not all of them are withdrawn) (either
generally or in particular cases) at any time at its absolute
discretion.
If any Application is not accepted, all applicable Application
Monies will be refunded without interest to the relevant
Shareholder.
Overview of the Offer
The Offer comprises:
• the Institutional Entitlement Offer;
• the Institutional Bookbuild;
• the Retail Entitlement Offer;
• the Retail Bookbuild; and
• the U.S. Private Placement,
each as described in further detail below.
Purpose of the Offer
Please refer to the investor presentation in Part 6:
Announcement / Investor Presentation for detail on the
purpose of the Offer.
The Retail Entitlement Offer
OVERVIEW OF THE RETAIL ENTITLEMENT OFFER
Fletcher Building is offering Eligible Retail Shareholders the
opportunity to subscribe for 1 New Share for every 4.46
Existing Shares held as at 9.00pm (NZ time) / 7.00pm
(Sydney time) on the Record Date, at an Application Price
of NZ$4.80 (or the A$ Price) per New Share. This ratio and
the Application Price are the same as for the Institutional
Entitlement Offer.
Details of the Offer
Details of the Offer
05.

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Fletcher Building Limited |
The Retail Entitlement Offer opens at 10.00am (NZ time) /
8.00am (Sydney time) on 23 April 2018 and closes at
7.00pm (NZ time) / 5.00pm (Sydney time) on 11 May 2018
(subject to Fletcher Building’s right to modify these dates).
Entitlements will not be listed and cannot be traded on the
NZX Main Board or ASX or privately transferred. However,
Ineligible Retail Shareholders, and Eligible Retail
Shareholders who have not taken up their full Entitlements,
may receive some value in respect of those Entitlements
not taken up if a Retail Premium is realised under the Retail
Bookbuild. However, there is no guarantee that any
Premium will be realised, and any Retail Premium may be
different from any Institutional Premium.
ELIGIBILITY UNDER THE RETAIL ENTITLEMENT OFFER
The Retail Entitlement Offer is only open to Eligible Retail
Shareholders. Eligible Retail Shareholders are those
persons who:
• are registered as Shareholders at 9.00pm (NZ time) /
7.00pm (Sydney time) on the Record Date;
• have a registered address in New Zealand or Australia
at 9.00pm (NZ time) / 7.00pm (Sydney time) on the
Record Date;
• are not in the United States and are not acting for the
account or benefit of a person in the United States; and
• are not Eligible Institutional Shareholders or Ineligible
Institutional Shareholders.
If you sell any Shares (and that sale settles) prior to 9.00pm
(NZ time) / 7.00pm (Sydney time) on the Record Date, then
the Entitlements attributable to those Shares will accrue to
the holder of those Shares as at 9.00pm (NZ time) / 7.00pm
(Sydney time) on the Record Date. If you have acquired
Shares (and that sale settles) after 9.00pm (NZ time) /
7.00pm (Sydney time) on the Record Date, you will not be
issued any Entitlements in relation to those Shares.
The Retail Entitlement Offer does not constitute an offer to
any person who is not an Eligible Retail Shareholder,
including any Eligible Institutional Shareholder or Ineligible
Institutional Shareholder, or any Ineligible Retail
Shareholder. Any person allocated New Shares under the
Institutional Entitlement Offer or Institutional Bookbuild
does not have any entitlement to participate in the Retail
Entitlement Offer in respect of those New Shares.
Fletcher Building reserves the right to reject any Application
for New Shares under the Retail Entitlement Offer that it
considers comes from a person who is not an Eligible
Retail Shareholder.
ACCEPTANCE OF ENTITLEMENT UNDER THE RETAIL
ENTITLEMENT OFFER
The Entitlement and Acceptance Form distributed to
Eligible Retail Shareholders with this Offer Document sets
out an Eligible Retail Shareholder’s Entitlement to
participate in the Retail Entitlement Offer. Applications for
New Shares by Eligible Retail Shareholders can only be
made on the personalised Entitlement and Acceptance
Form sent with this Offer Document or via an online
Application at www.fletcherbuildingshareoffer.co.nz.
Applications in excess of an Eligible Retail Shareholder’s
Entitlement will not be accepted.
Entitlements are not rounded up to a minimum holding.
The number of New Shares to which an Eligible Retail
Shareholder is entitled under an Entitlement will, in the case
of fractions of New Shares, be rounded up to the nearest
whole number of New Shares.
Eligible Retail Shareholders are not obliged to subscribe for
any or all of the New Shares to which they are entitled
under the Offer. They may choose to take up some or all of
their Entitlements or allow some or all of their Entitlements
to lapse.
Any person outside New Zealand or Australia who takes up
an Entitlement in the Retail Entitlement Offer (and therefore
applies for New Shares) through a New Zealand or
Australian resident nominee, and their nominee, will be
deemed to have represented and warranted to Fletcher
Building that the Offer can be lawfully made to their
nominee pursuant to this Offer Document. None of
Fletcher Building, the Lead Manager, the Underwriter, the
Registrar or any of their respective directors, officers,
employees, agents or advisers accept any liability or
responsibility to determine whether a person is eligible to
participate in this Offer. Any person in the United States or
that is acting for the account or benefit of a person in the
United States is not permitted to participate in the Retail
Entitlement Offer.
THE RETAIL BOOKBUILD
Entitlements that are not taken up by Eligible Retail
Shareholders under the Retail Entitlement Offer (together
with those Entitlements which would have been issued to
Ineligible Retail Shareholders if they had been entitled to
participate) will be offered for sale under the Retail
Bookbuild to Institutional Investors (which may include
Eligible Institutional Shareholders whether or not they take
up their full Entitlements under the Offer). Fletcher Building
may also invite Approved U.S. Shareholders and Approved
U.S. Investors to subscribe for New Shares by participating
in the Retail Bookbuild as part of the U.S. Private Placement.
The Retail Bookbuild is expected to take place on
15 May 2018.
For further details of how the Retail Bookbuild will work, see
Bookbuilds on pages 14 and 15.
Details of the Offer

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Fletcher Building Limited |
The Institutional Entitlement Offer
OVERVIEW OF THE INSTITUTIONAL ENTITLEMENT
OFFER
Fletcher Building is offering Eligible Institutional
Shareholders the opportunity to subscribe for 1 New Share
for every 4.46 Existing Shares held as at 9.00pm (NZ time) /
7.00pm (Sydney time) on the Record Date, at an
Application Price of NZ$4.80 (or the A$ Price) per New
Share. This ratio and the Application Price are the same as
for the Retail Entitlement Offer.
The Institutional Entitlement Offer opens on 17 April 2018
and closes on 18 April 2018 (subject to Fletcher Building’s
right to modify these dates).
Entitlements will not be listed and cannot be traded on the
NZX Main Board or ASX or privately transferred. However,
Ineligible Institutional Shareholders, and Eligible
Institutional Shareholders who have not taken up their full
Entitlements, may receive some value in respect of those
Entitlements not taken up if an Institutional Premium is
realised under the Institutional Bookbuild. However, there is
no guarantee that any Premium will be realised, and any
Institutional Premium may be different from any Retail
Premium.
ELIGIBILITY UNDER THE INSTITUTIONAL ENTITLEMENT
OFFER
The Institutional Entitlement Offer is only open to Eligible
Institutional Shareholders, being those Shareholders at
9.00pm (NZ time) / 7.00pm (Sydney time) on the Record
Date with an address in New Zealand, Australia, Canada,
France, Germany, Hong Kong, Ireland, Japan, Malaysia, the
Netherlands, Norway, Singapore, Switzerland or the United
Kingdom or Shareholders in the United States that are
Approved U.S. Shareholders or Approved U.S. Investors and,
in each case, who are Institutional Investors (or nominees
of Institutional Investors).
The Lead Manager will determine the Shareholders who will
be treated as Eligible Institutional Shareholders for the
purpose of determining the Shareholders to whom an offer
of New Shares will be made under the Institutional
Entitlement Offer. In exercising its discretion, the Lead
Manager may have regard to a number of matters,
including legal and regulatory requirements and logistical
and registry constraints. Fletcher Building and the Lead
Manager will agree on which Shareholders will be treated
as Ineligible Institutional Shareholders.
If you sell any Shares (and that sale settles) prior to 9.00pm
(NZ time) / 7.00pm (Sydney time) on the Record Date, then
the Entitlements attributable to those Shares will accrue to
the holder of those Shares as at 9.00pm (NZ time) / 7.00pm
(Sydney time) on the Record Date. If you have acquired
Shares (and that sale settles) after the Record Date, you will
not receive any Entitlements in relation to those Shares.
Fletcher Building reserves the right to reject any Application
for New Shares under the Institutional Entitlement Offer
that it considers comes from a person who is not an Eligible
Institutional Shareholder.
ACCEPTANCE OF ENTITLEMENT UNDER THE
INSTITUTIONAL ENTITLEMENT OFFER
The Lead Manager will contact Eligible Institutional
Shareholders (other than Approved U.S. Shareholders and
Approved U.S. Investors) to inform them of the terms and
conditions of participation in the Institutional Entitlement
Offer and seek confirmation of their Entitlements under the
Offer. Applications for New Shares by Eligible Institutional
Shareholders (other than Approved U.S. Shareholders and
Approved U.S. Investors) can only be made in accordance
with that process. Applications in excess of an Eligible
Institutional Shareholder’s Entitlement will not be accepted.
Entitlements are not rounded up to a minimum holding.
The number of New Shares to which an Eligible Institutional
Shareholder is entitled under an Entitlement will, in the case
of fractions of New Shares, be rounded up to the nearest
whole number.
THE INSTITUTIONAL BOOKBUILD
Entitlements that are not taken up by Eligible Institutional
Shareholders under the Institutional Entitlement Offer
(together with those Entitlements of Ineligible Institutional
Shareholders) will be offered under the Institutional
Bookbuild to Institutional Investors (which may include
Eligible Institutional Shareholders whether or not they take
up their full Entitlements under the Offer).
The Institutional Bookbuild is expected to take place on
18 and 19 April 2018.
For further details of how the Institutional Bookbuild will
work, see Bookbuilds on pages 14 and 15.
Settlement of the Institutional Entitlement Offer
and Institutional Bookbuild
Settlement of the Institutional Entitlement Offer and
Institutional Bookbuild will occur on the Institutional
Settlement Date in accordance with arrangements advised
by the Lead Manager to Eligible Institutional Shareholders.
Settlement of the U.S. Private Placement in relation to the
Institutional Offer will also occur on the Institutional
Settlement Date in accordance with arrangements advised
by Fletcher Building to Approved U.S. Shareholders and
Approved U.S. Investors as part of documentation that they
receive in connection with the U.S. Private Placement.
Bookbuilds
Each Bookbuild will be conducted by the Lead Manager.
Any Premium realised for the Entitlements sold in the
relevant Bookbuild will be paid by the Lead Manager to the
Registrar who will remit that amount pro rata net of any
amounts required to be withheld to the relevant
Shareholders in either Australian dollars or New Zealand
dollars based on the Shareholders’ nominated bank
account. Amounts paid in Australian dollars to such
Details of the Offer

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Fletcher Building Limited |
Shareholders will be converted from New Zealand dollars
by the Registrar at the prevailing exchange rate for buying
Australian dollars using New Zealand dollars at the time of
payment. That exchange rate may be different from the
exchange rate used to set the A$ Price. Such Shareholders
will be paid by direct credit to the nominated bank account
as noted on Fletcher Building’s share register or, if there is
no nominated bank account, by New Zealand dollar
cheque to the registered address on Fletcher Building’s
share register.
For the avoidance of doubt, the Premium does not include
the Application Price payable to Fletcher Building by
Institutional Investors who acquire Entitlements under
the Bookbuilds.
No fees or costs will be payable by any Shareholder, and no
interest will be collected or paid to any Shareholder on any
Premium. There is no guarantee that any value will be
received from either of the Bookbuilds by Eligible
Shareholders who do not take up their full Entitlements or
by Ineligible Shareholders. The Premium may be zero, in
which case no payment will be made to the holders of the
Entitlements sold in the relevant Bookbuild. Any Premium
realised for the Entitlements sold in the Retail Bookbuild
may be different from the Premium realised for the sale of
Entitlements in the Institutional Bookbuild. The outcome of
the Institutional Bookbuild is not an indication as to whether
there will be a Retail Premium or what any Retail Premium
may be.
The ability to sell Entitlements in a Bookbuild and the ability
to obtain any Premium will be dependent upon various
factors, including market conditions. Further, the Premium
(if any) may not be the highest bid for the Entitlements, but
will be determined having regard to a number of factors,
including having binding and bona fide offers which, in the
reasonable opinion of the Lead Manager, will, if accepted,
result in otherwise acceptable allocations to clear the
entire book.
To the maximum extent permitted by law, Fletcher Building,
the Lead Manager and each of their respective related
bodies corporate and affiliates, and each of their respective
directors, officers, partners, employees, representatives
and agents, disclaim all liability, including for negligence,
for any failure to realise a Premium in the Bookbuilds, for
any difference between the Retail Premium and the
Institutional Premium and for any failure to obtain any
particular exchange rate, or any movements in exchange
rates, if exchanging the Premium into Australian dollar
funds. The Lead Manager and Fletcher Building reserve the
right to allocate Entitlements under the Bookbuilds at their
discretion.
If all or part of your Entitlement is sold into a Bookbuild,
then you will forgo any exposure to increases or decreases
in the value of New Shares relating to those Entitlements
and your percentage shareholding in Fletcher Building will
be diluted by your non-participation in the Offer.
Any Premium realised under the Bookbuilds will be
announced by Fletcher Building on the NZX Main Board
and ASX following the close of the relevant Bookbuild.
THE U.S. PRIVATE PLACEMENT
As part of the Offer, Fletcher Building will conduct the U.S.
Private Placement, under which Approved U.S.
Shareholders and Approved U.S. Investors will be invited to
subscribe for New Shares as part of the Institutional
Entitlement Offer, Institutional Bookbuild and Retail
Bookbuild as applicable. The Lead Manager is not
managing the U.S. Private Placement and is acting solely in
its capacity as Administration Agent in connection
therewith.
New Zealand taxation treatment
The following is a summary of New Zealand tax implications
for New Zealand tax residents in relation to the Entitlements
granted under the Offer, the exercise of any such
Entitlements, and the Institutional Premium and Retail
Premium which may be payable under the Offer. This
summary is general in nature, does not take account of any
individual circumstances of any particular New Zealand tax
resident and is limited to those aspects of the Offer and not
the taxation implications of holding Existing Shares or New
Shares, or any tax implications for Shareholders outside
New Zealand.
As Shareholders’ individual circumstances will differ,
Shareholders should seek advice from their tax adviser or
other professional adviser before participating in the Offer.
This summary is not intended to be, nor should it be
construed as being, investment, legal or tax advice to any
particular Shareholder.
TAXATION ON THE GRANT AND EXERCISE OF AN
ENTITLEMENT UNDER THE OFFER
The grant and/or exercise of an Entitlement under the Offer
will not constitute a taxable dividend derived by Eligible
Shareholders for New Zealand tax purposes.
The grant and/or exercise of any Entitlement under the
Offer by Shareholders who hold their Existing Shares on
capital account should not otherwise be treated as income
for New Zealand tax purposes, as the acquisition of
Entitlements should be characterised as flowing from the
capital rights of the Existing Shares and should therefore be
on capital account for New Zealand income tax purposes.
However, the grant and/or exercise of an Entitlement under
the Offer may give rise to taxable income if a Shareholder
holds their Existing Shares on revenue account. A
Shareholder will hold Existing Shares on revenue account
if they acquired those Shares for the purposes of sale
or other disposal, or they are in the business of dealing
in shares.
Details of the Offer

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Fletcher Building Limited |
TAXATION ON THE INSTITUTIONAL PREMIUM AND
RETAIL PREMIUM
Any Institutional Premium or Retail Premium payable to any
Eligible Shareholders who do not take up their Entitlements
under the Offer in full, or to any Ineligible Shareholders, will
not be a dividend for New Zealand tax purposes.
Any Institutional Premium or Retail Premium payable to
Shareholders who hold their Existing Shares on capital
account should not otherwise be taxable to those
Shareholders (although this position is not entirely free
from doubt).
However, the Institutional Premium or Retail Premium may
be taxable if a Shareholder holds their Existing Shares on
revenue account. A Shareholder will hold Existing Shares
on revenue account if they acquired those Shares for the
purposes of sale or other disposal, or they are in the
business of dealing in shares.
Australian taxation treatment
INTRODUCTION
The following is a summary of the Australian tax
implications in relation to the Entitlements granted under
the Offer, the exercise of any such Entitlements and the
Retail Premium which may be payable under the Offer.
This summary is limited to those aspects of the Offer and
not the tax implications of holding Existing Shares or
New Shares.
This summary is for Eligible Retail Shareholders who are
residents of Australia for income tax purposes and hold
their Existing Shares (and will hold their Entitlements and
any New Shares) on capital account. This summary does
not apply to Eligible Retail Shareholders that:
• hold Existing Shares, Entitlements or New Shares in their
business of share trading, dealing in securities or
otherwise hold their Existing Shares, Entitlements or
New Shares on revenue account or as trading stock;
• are subject to the ‘taxation of financial arrangements’
rules in Division 230 of the Australian Tax Act in relation
to their holding of Existing Shares, Entitlements or New
Shares;
• hold their Existing Shares, Entitlements or New Shares
through a permanent establishment in New Zealand;
and/or
• acquired their Existing Shares pursuant to an employee
share scheme.
The summary below is general in nature and does not take
account of any individual circumstances of any particular
Eligible Retail Shareholder. Eligible Retail Shareholders
should seek specific advice applicable to their own
particular circumstances from their own tax advisers before
reaching any conclusions as to the taxation consequences
of the Offer.
These comments do not address the taxation implications
of the Offer under the laws of any jurisdiction other than
the laws of Australia. These comments are based on
Australian law and administrative practice as at the time of
issue of the Offer Document.
TAXATION ON THE GRANT AND EXERCISE OF AN
ENTITLEMENT UNDER THE OFFER
The grant of the Entitlement to subscribe for New Shares
should not, of itself, result in any amount being included in
the assessable income of an Eligible Retail Shareholder.
For capital gains tax (“CGT”) purposes (see below),
Shareholders will be treated as having acquired their
Entitlements on the same date that they acquired the
Existing Shares which gave rise to the Entitlements. The
first element of the cost base in the Entitlements should
be nil.
The exercise of Entitlements and subscription for New
Shares by an Eligible Retail Shareholder should not, of itself,
result in any amount being included in that Shareholder’s
assessable income. The Application Price paid to subscribe
for the New Shares will be included in the Eligible Retail
Shareholder’s cost base of the New Shares for CGT
purposes. New Shares will be treated for the purposes of
the CGT discount as having been acquired when the
Eligible Retail Shareholder exercised the Entitlement to
subscribe for them.
TAXATION ON THE RETAIL PREMIUM
Eligible Retail Shareholders who do not take up their
Entitlements will have their Entitlements sold on their behalf
in the Retail Bookbuild and any Retail Premium from the
sale remitted to them.
The Commissioner of Taxation (“Commissioner”) recently
released Taxation Ruling TR 2017/4 in which the
Commissioner ruled that retail premiums received under
certain renounceable entitlements will be treated as capital
proceeds from the realisation of a CGT asset and not as
ordinary income or a dividend for income tax purposes.
Taxation Ruling TR 2017/4 applies to entitlements that,
amongst other things, can be sold either on market or
off-market prior to the Retail Bookbuild commencing. As
the present Entitlements cannot be sold either on-market
or off-market before the Retail Bookbuild commencing,
Taxation Ruling TR 2017/4 does not apply to the
Entitlements.
Although Taxation Ruling TR 2017/4 does not apply to the
Entitlements, as the Retail Premium is received as proceeds
from a sale of the Entitlements through the Retail Bookbuild
process on behalf of Eligible Retail Shareholders, the same
reasoning that applied in Taxation Ruling TR 2017/4 should
apply here. Therefore, such sale should constitute a CGT
event to the Eligible Retail Shareholder and be taxable
under the CGT provisions, and the Retail Premium received
by the Eligible Retail Shareholder should constitute the
capital proceeds in respect of the sale.
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Fletcher Building Limited |
Accordingly:
• Eligible Retail Shareholders whose Entitlements are sold
into the Retail Bookbuild should derive a capital gain
broadly equal to the amount of the Retail Premium
received; and
• Eligible Retail Shareholders who are individuals,
complying superannuation entities or trustees that have
held their Existing Shares for at least 12 months prior to
the date of the sale should be entitled to the CGT
discount in respect of the capital gain resulting from the
sale of the Entitlements into the Retail Bookbuild (after
offsetting any applicable capital losses). The amount of
this discount is 50% for individuals and trustees and 33
1/3% for complying superannuation entities.
The CGT discount is not available for companies. Trustees
should seek specific tax advice regarding the tax
consequences arising from making distributions
attributable to discount capital gains.
Eligible Retail Shareholders should seek their own
independent taxation advice of participating in the Retail
Bookbuild particularly having regard to the fact that the
Entitlements are not covered by Taxation Ruling TR 2017/4.
CONVERSION TO AUD
If you pay or receive any amounts that are expressed in a
foreign currency (ie, NZD), they must be converted into
AUD at the applicable exchange rate. The Australian
Taxation Office website (www.ato.gov.au) provides daily
exchange rates which may be used to assist you with this
calculation.
The New Shares
Each Share confers the right to vote at meetings, subject to
any voting restrictions imposed on Shareholders under
Fletcher Building’s constitution or the NZX Listing Rules. On
a show of hands or by voice, every Shareholder present in
person or by proxy or representative has one vote. On a
poll, every Shareholder present in person or by proxy or
representative has one vote for each Share they hold. Each
Share confers a right to a pro rata share of any dividend
authorised by the Board on Shares, and to any distribution
of surplus assets of Fletcher Building on any liquidation.
Applicants for New Shares will be bound by Fletcher
Building’s constitution and the terms of the Offer set out in
this Offer Document. A copy of Fletcher Building’s
constitution can be found free of charge on Fletcher
Building’s file at the New Zealand Companies Office
website at https://companies-register.companiesoffice.
govt.nz/.
New Shares issued under the Institutional Entitlement Offer,
Institutional Bookbuild, Retail Entitlement Offer and Retail
Bookbuild will rank equally with each other and Existing
Shares.
Listing
Entitlements will not be listed and cannot be traded on the
NZX Main Board or ASX or privately transferred. It is a term
of the Offer that Fletcher Building will take any necessary
steps to ensure that the New Shares are, immediately after
issue, quoted on the NZX Main Board.
If you elect to apply for New Shares using New Zealand
dollars, any New Shares issued to you will be issued on
Fletcher Building’s NZX branch register. If you elect to apply
for New Shares using the A$ Price, any New Shares issued
to you will be issued on Fletcher Building’s ASX branch
register.
NZX
The New Shares have been accepted for quotation by NZX
and will be quoted on the NZX Main Board upon
completion of allotment procedures. The NZX Main Board
is a licensed market under the New Zealand Financial
Markets Conduct Act 2013. However, NZX accepts no
responsibility for any statement in this Offer Document. It is
expected that trading on the NZX Main Board of the New
Shares issued under:
• the Institutional Entitlement Offer and Institutional
Bookbuild will commence on 27 April 2018; and
• the Retail Entitlement Offer and Retail Bookbuild will
commence on 18 May 2018.
ASX
An application will be made to ASX for quotation of the
New Shares issued under the Offer and Fletcher Building
expects that the New Shares will be quoted upon
completion of allotment procedures. It is expected that
trading on ASX of the New Shares issued under the Retail
Entitlement Offer and Retail Bookbuild will commence on
21 May 2018.
ASX accepts no responsibility for any statement in this
Offer Document. The fact that ASX may approve the New
Shares for quotation is not to be taken in any way as an
indication of the merits of Fletcher Building.
Holding statements for New Shares allotted under the Offer
will be issued and mailed as soon as practicable after
allotment. Applicants under the Offer should ascertain their
allocation before trading in the New Shares. Applicants can
do so by contacting the Registrar, whose contact details
are set out in Part 9: Directory.
Applicants selling New Shares prior to receiving a holding
statement do so at their own risk. None of Fletcher Building,
the Lead Manager, the Registrar nor any of their respective
directors, officers, employees, agents or advisers accept
any liability or responsibility should any person attempt to
sell or otherwise deal with New Shares before the holding
statement showing the number of New Shares allotted to
the Applicant is received by the Applicant for those
New Shares.
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Fletcher Building Limited |
Nominees
If you hold Existing Shares as nominee or custodian for
more than one person, then you may (depending on the
nature of each such person) be an Eligible Institutional
Shareholder, Ineligible Institutional Shareholder, Eligible
Retail Shareholder or Ineligible Retail Shareholder with
regard to the Entitlement of each such person. Nominees
and custodians should note that the Retail Entitlement
Offer is not available to Eligible Institutional Shareholders
who were invited to participate in the Institutional
Entitlement Offer (whether they accepted their Entitlement
or not) and Ineligible Institutional Shareholders.
Nominees and custodians may not distribute any part of
this Offer Document, and may not permit any beneficial
shareholder to participate in the Offer who is located in the
United States or any other country outside New Zealand
and Australia, except to institutional and professional
investors listed in, and to the extent permitted under, the
section captioned “International Offer Restrictions” below
or elsewhere as Fletcher Building may determine is lawful
and practical to make the Offer.
In particular, persons acting as nominees or custodians for
other persons may not take up New Shares on behalf of, or
send any documents relating to the Offer to, any person in
the United States. If a nominee or custodian takes up
Entitlements for the account or benefit of a person in the
United States, such person may receive no value for any
such Entitlements.
Fletcher Building is not required to determine whether or
not any registered holder is acting as a nominee or
custodian, or the identity or residence of any beneficial
owners of Shares. Where any holder is acting as a nominee
for a foreign person, that holder, in dealing with its
beneficiary, will need to assess whether indirect
participation by the beneficiary in the Retail Entitlement
Offer is compatible with applicable foreign laws. Eligible
Retail Shareholders who are nominees, trustees or
custodians are therefore advised to seek independent
advice as to how to proceed.
Overseas Shareholders
The Retail Entitlement Offer is open only to Shareholders
with a registered address in New Zealand or Australia at
9.00pm (NZ time) / 7.00pm (Sydney time) on the Record
Date, who are not in the United States or acting for the
account or benefit of a person in the United States, and
who are not Eligible Institutional Shareholders or Ineligible
Institutional Shareholders.
The Institutional Entitlement Offer is open only to
Shareholders as at 9.00pm (NZ time) / 7.00pm (Sydney
time) on the Record Date with an address in New Zealand,
Australia, Canada, France, Germany, Hong Kong, Ireland,
Japan, Malaysia, the Netherlands, Norway, Singapore,
Switzerland or the United Kingdom or Shareholders in the
United States that are Approved U.S. Shareholders or
Approved U.S. Investors and, in each case, who are
Institutional Investors (or nominees of an Institutional
Investor).
The Offer is not open to Shareholders in other jurisdictions
as Fletcher Building considers that it is unduly onerous and
unreasonable for Fletcher Building to make the Offer into
those jurisdictions having regard to the number of
securities held by Ineligible Retail Shareholders and
Ineligible Institutional Shareholders, the number and value
of New Shares that they would be offered and the costs of
complying with the legal and regulatory requirements
which would apply to an offer of securities to Ineligible
Retail Shareholders and Ineligible Institutional Shareholders
in those places.
Shareholders with an address in those jurisdictions will not
be issued Entitlements.
This Offer Document is intended for use only in connection
with the Offer to Eligible Retail Shareholders with a
registered address in New Zealand and Australia, Eligible
Institutional Shareholders with an address in New Zealand,
Australia, Canada, France, Germany, Hong Kong, Ireland,
Japan, Malaysia, the Netherlands, Norway, Singapore,
Switzerland or the United Kingdom or Shareholders in the
United States that are Approved U.S. Shareholders or
Approved U.S. Investors and does not constitute an offer or
invitation in any place in which, or to any person to whom,
it would not be lawful to make such an offer or invitation.
This Offer Document is not to be sent or given to any
person outside New Zealand or Australia in circumstances
in which the Offer or distribution of this Offer Document
would be unlawful. The distribution of this Offer Document
(including an electronic copy) outside New Zealand or
Australia may be restricted by law. If you come into
possession of this Offer Document, you should observe any
such restrictions. Any failure to comply with such
restrictions may contravene applicable securities law,
including as set out below.
No person may purchase, offer, sell, distribute or deliver
New Shares, or be in possession of, or distribute to any
other person, any offering material or any documents in
connection with the New Shares, in any jurisdiction other
than in compliance with all applicable laws and regulations.
International Offer Restrictions
This Offer Document does not constitute an offer of
Entitlements or New Shares in any jurisdiction in which it
would be unlawful. In particular, this Offer Document may
not be distributed to any person, and the Entitlements and
New Shares may not be offered or sold, in any country
outside New Zealand or Australia except to the extent
permitted below.
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19
Fletcher Building Limited |
Australia
This Offer is being made to Australian resident
Shareholders without a prospectus in accordance with
section 708AA of the Corporations Act 2001 (Cth) (as
modified by ASIC Corporations (Non-Traditional Rights
Issue) Instrument 2016/84 and ASIC Instrument 18-0268).
This Offer Document is not a prospectus, product
disclosure statement or any other form of disclosure
document regulated by the Corporations Act and has not
been and will not be lodged with ASIC. Accordingly, this
Offer Document may not contain all information which a
prospective investor may require to make a decision
whether to subscribe for New Shares and it does not
contain all of the information which would otherwise be
required by Australian law to be disclosed in a prospectus.
Neither ASIC or ASX take any responsibility for the contents
of this Offer Document.
Canada (British Columbia, Ontario and
Quebec provinces)
This Offer Document constitutes an offering of
Entitlements and New Shares only in the Provinces of
British Columbia, Ontario and Quebec (the “Provinces”) and
to those persons to whom they may be lawfully distributed
in the Provinces, and only by persons permitted to sell such
securities. This Offer Document is not, and under no
circumstances is to be construed as, an advertisement or a
public offering of securities in the Provinces. This Offer
Document may only be distributed in the Provinces to
persons that are “accredited investors” within the meaning
of NI 45-106 – Prospectus and Registration Exemptions, of
the Canadian Securities Administrators.
No securities commission or similar authority in the
Provinces has reviewed or in any way passed upon this
Offer Document, the merits of the Entitlements or the New
Shares or the offering of such securities and any
representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces
with respect to the offering of Entitlements or New Shares
or the resale of such securities. Any person in the Provinces
lawfully participating in the Offer will not receive the
information, legal rights or protections that would be
afforded had a prospectus been filed and receipted by the
securities regulator in the applicable Province. Furthermore,
any resale of the Entitlements or the New Shares in the
Provinces must be made in accordance with applicable
Canadian securities laws which may require resales to be
made in accordance with exemptions from dealer
registration and prospectus requirements.
Fletcher Building as well as its directors and officers may be
located outside Canada and, as a result, it may not be
possible for purchasers to effect service of process within
Canada upon Fletcher Building or its directors or officers.
All or a substantial portion of the assets of Fletcher Building
and such persons may be located outside Canada and, as a
result, it may not be possible to satisfy a judgment against
Fletcher Building or such persons in Canada or to enforce a
judgment obtained in Canadian courts against Fletcher
Building or such persons outside Canada.
The financial information contained in this Offer Document
has been prepared consistent with the measurement
principles as disclosed by the Fletcher Building group in its
Statement of Accounting Policies contained within the
30 June 2017 Annual Report, and the 31 December 2017
Half Year Review. The accounting policies adopted by the
Directors are in accordance with Generally Accepted
Accounting Practice in New Zealand, which is the
New Zealand equivalent to International Financial Reporting
Standards (NZ IFRS). They are also in accordance with
International Financial Reporting Standards.
Unless stated otherwise, all dollar amounts contained in
this Offer Document are in New Zealand dollars.
STATUTORY RIGHTS OF ACTION FOR DAMAGES
AND RESCISSION
Securities legislation in certain of the Provinces may
provide purchasers with, in addition to any other rights they
may have at law, rights of rescission or to damages, or both,
when an offering memorandum that is delivered to
purchasers contains a misrepresentation. These rights and
remedies must be exercised within prescribed time limits
and are subject to the defences contained in applicable
securities legislation. Prospective purchasers should refer
to the applicable provisions of the securities legislation of
their respective Province for the particulars of these rights
or consult with a legal adviser.
The following is a summary of the statutory rights of
rescission or to damages, or both, available to purchasers
in Ontario. In Ontario, every purchaser of the Entitlements
or the New Shares purchased pursuant to this Offer
Document (other than (a) a “Canadian financial institution”
or a “Schedule III bank” (each as defined in NI 45-106), (b)
the Business Development Bank of Canada or (c) a
subsidiary of any person referred to in (a) or (b) above, if the
person owns all the voting securities of the subsidiary,
except the voting securities required by law to be owned
by the directors of that subsidiary) shall have a statutory
right of action for damages and/or rescission against
Fletcher Building if this Offer Document or any amendment
thereto contains a misrepresentation. If a purchaser elects
to exercise the right of action for rescission, the purchaser
will have no right of action for damages against Fletcher
Building. This right of action for rescission or damages is in
addition to and without derogation from any other right the
purchaser may have at law. In particular, Section 130.1 of the
Securities Act (Ontario) provides that, if this Offer
Document contains a misrepresentation, a purchaser who
purchases the Entitlements and the New Shares during the
period of distribution shall be deemed to have relied on the
misrepresentation if it was a misrepresentation at the time
of purchase and has a right of action for damages or,
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20
Fletcher Building Limited |
alternatively, may elect to exercise a right of rescission
against Fletcher Building, provided that (a) Fletcher Building
will not be liable if it proves that the purchaser purchased
such securities with knowledge of the misrepresentation;
(b) in an action for damages, Fletcher Building is not liable
for all or any portion of the damages that Fletcher Building
proves does not represent the depreciation in value of such
securities as a result of the misrepresentation relied upon;
and (c) in no case shall the amount recoverable exceed the
price at which such securities were offered.
Section 138 of the Securities Act (Ontario) provides that no
action shall be commenced to enforce these rights more
than (a) in the case of any action for rescission, 180 days
after the date of the transaction that gave rise to the cause
of action; or (b) in the case of any action, other than an
action for rescission, the earlier of (i) 180 days after the
purchaser first had knowledge of the fact giving rise to the
cause of action; or (ii) three years after the date of the
transaction that gave rise to the cause of action. These
rights are in addition to and not in derogation from any
other right the purchaser may have.
Certain Canadian income tax considerations
Prospective purchasers of the Entitlements and the New
Shares should consult their own tax adviser with respect to
any taxes payable in connection with the acquisition,
holding or disposition of such securities as any discussion
of taxation related matters in this Offer Document is not a
comprehensive description and there are a number of
substantive Canadian tax compliance requirements for
investors in the Provinces.
Language of documents in Canada
Upon receipt of this Offer Document, each investor in
Canada hereby confirms that it has expressly requested
that all documents evidencing or relating in any way to the
sale of the New Shares (including for greater certainty any
purchase confirmation or any notice) be drawn up in the
English language only. Par la réception de ce document,
chaque investisseur canadien confirme par les présentes
qu’il a expressément exigé que tous les documents faisant
foi ou se rapportant de quelque manière que ce soit à la
vente des valeurs mobilières décrites aux présentes
(incluant, pour plus de certitude, toute confirmation d’achat
ou tout avis) soient rédigés en anglais seulement.
European Economic Area – Germany
and Netherlands
This Offer Document has been prepared on the basis that
all offers of Entitlements and New Shares will be made
pursuant to an exemption under the Directive 2003/71/EC
(“Prospectus Directive”), as amended and implemented in
Member States of the European Economic Area (each, a
“Relevant Member State”), from the requirement to publish
a prospectus for offers of securities.
An offer to the public of Entitlements and New Shares has
not been made, and may not be made, in a Relevant
Member State except pursuant to one of the following
exemptions under the Prospectus Directive as
implemented in the Relevant Member State:
• to any legal entity that is authorised or regulated to
operate in the financial markets or whose main business
is to invest in financial instruments;
• to any legal entity that satisfies two of the following
three criteria: (i) balance sheet total of at least
€20,000,000; (ii) annual net turnover of at least
€40,000,000; and (iii) own funds of at least €2,000,000
(as shown on its last annual unconsolidated or
consolidated financial statements);
• to any person or entity who has requested to be treated
as a professional client in accordance with the EU
Markets in Financial Instruments Directive (Directive
2014/65/EC, “MiFID II”); or
• to any person or entity who is recognised as an eligible
counterparty in accordance with Article 30 of the
MiFID II.
France
This Offer Document is not being distributed in the context
of a public offering of financial securities (offre au public de
titres financiers) in France within the meaning of Article
L.411-1 of the French Monetary and Financial Code (Code
monétaire et financier) and Articles 211-1 et seq. of the
General Regulation of the French Autorité des marchés
financiers (“AMF”). The Entitlements and the New Shares
have not been offered or sold and will not be offered or
sold, directly or indirectly, to the public in France.
This Offer Document and any other offering material
relating to the Entitlements and the New Shares have not
been, and will not be, submitted to the AMF for approval in
France and, accordingly, may not be distributed (directly or
indirectly) to the public in France. Such offers, sales and
distributions have been and shall only be made in France to
qualified investors (investisseurs qualifiés) acting for their
own account, as defined in and in accordance with Articles
L.411-2-II-2, D.411-1, L.533-16, L.533-20, D.533-11, D.533-13,
D.744-1, D.754-1 and D.764-1 of the French Monetary and
Financial Code and any implementing regulation.
Pursuant to Article 211-3 of the General Regulation of the
AMF, investors in France are informed that the Entitlements
and the New Shares cannot be distributed (directly or
indirectly) to the public by the investors otherwise than in
accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8
to L.621-8-3 of the French Monetary and Financial Code.
Hong Kong
WARNING: This Offer Document has not been, and will not
be, registered as a prospectus under the Companies
(Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32) of Hong Kong, nor has it been authorised by the
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21
Fletcher Building Limited |
Securities and Futures Commission in Hong Kong pursuant
to the Securities and Futures Ordinance (Cap. 571) of the
Laws of Hong Kong (the “SFO”). No action has been taken
in Hong Kong to authorise or register this Offer Document
or to permit the distribution of this Offer Document or any
documents issued in connection with it. Accordingly, the
Entitlements and the New Shares have not been and will
not be offered or sold in Hong Kong other than to
“professional investors” (as defined in the SFO).
No advertisement, invitation or document relating to the
Entitlements and the New Shares has been or will be
issued, or has been or will be in the possession of any
person for the purpose of issue, in Hong Kong or elsewhere
that is directed at, or the contents of which are likely to be
accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong)
other than with respect to Entitlements and the New
Shares that are or are intended to be disposed of only to
persons outside Hong Kong or only to professional
investors. No person allotted Entitlements or New Shares
may sell, or offer to sell, such securities in circumstances
that amount to an offer to the public in Hong Kong within
six months following the date of issue of such securities.
The contents of this Offer Document have not been
reviewed by any Hong Kong regulatory authority. You are
advised to exercise caution in relation to the Offer. If you
are in doubt about any contents of this Offer Document,
you should obtain independent professional advice.
Ireland
The information in this Offer Document does not constitute
a prospectus under any Irish laws or regulations and this
Offer Document has not been filed with or approved by any
Irish regulatory authority as the information has not been
prepared in the context of a public offering of securities in
Ireland within the meaning of the Irish Prospectus (Directive
2003/71/EC) Regulations 2005, as amended (the
“Prospectus Regulations”). The Entitlements and the New
Shares have not been offered or sold, and will not be
offered, sold or delivered directly or indirectly in Ireland by
way of a public offering, except to “qualified investors” as
defined in Regulation 2(l) of the Prospectus Regulations.
Japan
The Entitlements and the New Shares have not been and
will not be registered under Article 4, paragraph 1 of the
Financial Instruments and Exchange Law of Japan (Law No.
25 of 1948), as amended (the “FIEL”) pursuant to an
exemption from the registration requirements applicable to
a private placement of securities to Qualified Institutional
Investors (as defined in and in accordance with Article 2,
paragraph 3 of the FIEL and the regulations promulgated
thereunder). Accordingly, the Entitlements and the New
Shares may not be offered or sold, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan other
than Qualified Institutional Investors. Any Qualified
Institutional Investor who acquires Entitlements or New
Shares may not resell them to any person in Japan that is
not a Qualified Institutional Investor, and acquisition by any
such person of Entitlements or New Shares is conditional
upon the execution of an agreement to that effect.
Malaysia
This document may not be distributed or made available in
Malaysia. No approval from, or recognition by, the
Securities Commission of Malaysia has been or will be
obtained in relation to any offer of Entitlements or New
Shares. The Entitlements and the New Shares may not be
offered or sold in Malaysia except pursuant to, and to
persons prescribed under, Part I of Schedule 6 of the
Malaysian Capital Markets and Services Act.
Norway
This Offer Document has not been approved by, or
registered with, any Norwegian securities regulator under
the Norwegian Securities Trading Act of 29 June 2007.
Accordingly, this Offer Document shall not be deemed to
constitute an offer to the public in Norway within the
meaning of the Norwegian Securities Trading Act of 2007.
The Entitlements and the New Shares may not be offered
or sold, directly or indirectly, in Norway except to
“professional clients” (as defined in Norwegian Securities
Regulation of 29 June 2007 no. 876 and including non-
professional clients having met the criteria for being
deemed to be professional and for which an investment
firm has waived the protection as non-professional in
accordance with the procedures in this regulation).
Singapore
This Offer Document and any other materials relating to the
Entitlements and the New Shares have not been, and will
not be, lodged or registered as a prospectus in Singapore
with the Monetary Authority of Singapore. Accordingly, this
Offer Document and any other document or materials in
connection with the offer or sale, or invitation for
subscription or purchase, of Entitlements and New Shares,
may not be issued, circulated or distributed, nor may the
Entitlements and New Shares be offered or sold, or be
made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in
Singapore except pursuant to and in accordance with
exemptions in Subdivision (4) Division 1, Part XIII of the
Securities and Futures Act, Chapter 289 of Singapore
(the “SFA”), or as otherwise pursuant to, and in accordance
with the conditions of any other applicable provisions of
the SFA.
This Offer Document has been given to you on the basis
that you are (i) an existing holder of Fletcher Building’s
shares, (ii) an “institutional investor” (as defined in the SFA)
or (iii) a “relevant person” (as defined in section 275(2) of the
SFA). In the event that you are not an investor falling within
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Fletcher Building Limited |
any of the categories set out above, please return this Offer
Document immediately. You may not forward or circulate
this Offer Document to any other person in Singapore.
Any offer is not made to you with a view to the Entitlements
or the New Shares being subsequently offered for sale to
any other party. There are on-sale restrictions in Singapore
that may be applicable to investors who acquire
Entitlements or New Shares. As such, investors are advised
to acquaint themselves with the SFA provisions relating to
resale restrictions in Singapore and comply accordingly.
Switzerland
The Entitlements and the New Shares may not be publicly
offered in Switzerland and will not be listed on the SIX
Swiss Exchange or on any other stock exchange or
regulated trading facility in Switzerland. This Offer
Document has been prepared without regard to the
disclosure standards for issuance prospectuses under art.
652a or art. 1156 of the Swiss Code of Obligations or the
disclosure standards for listing prospectuses under the
listing rules of any stock exchange or regulated trading
facility in Switzerland. Neither this Offer Document nor any
other offering or marketing material relating to the
Entitlements and the New Shares may be publicly
distributed or otherwise made publicly available in
Switzerland.
The Entitlements and the New Shares will only be offered to
regulated financial intermediaries such as banks, securities
dealers, insurance institutions and funds management
companies as well as institutional investors with
professional treasury operations. This Offer Document is
personal to the recipient and not for general circulation in
Switzerland.
Neither this Offer Document nor any other offering or
marketing material relating to the New Shares have been or
will be filed with or approved by any Swiss regulatory
authority. In particular, this Offer Document will not be filed
with, and the offer of Entitlements and New Shares will not
be supervised by, the Swiss Financial Market Supervisory
Authority.
United Kingdom
Neither this Offer Document nor any other document
relating to the offer has been delivered for approval to the
Financial Conduct Authority in the United Kingdom and no
prospectus (within the meaning of section 85 of the
Financial Services and Markets Act 2000, as amended
(“FSMA”)) has been published or is intended to be
published in respect of the Entitlements or the New Shares.
This Offer Document is issued on a confidential basis to
“qualified investors” (within the meaning of section 86(7) of
the FSMA) in the United Kingdom, and these securities may
not be offered or sold in the United Kingdom by means of
this Offer Document, any accompanying letter or any other
document, except in circumstances which do not require
the publication of a prospectus pursuant to section 86(1) of
the FSMA. This Offer Document should not be distributed,
published or reproduced, in whole or in part, nor may its
contents be disclosed by recipients to any other person in
the United Kingdom.
Any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA)
received in connection with the issue or sale of the
Entitlements or the New Shares has only been
communicated or caused to be communicated and will
only be communicated or caused to be communicated in
the United Kingdom in circumstances in which section 21(1)
of the FSMA does not apply to Fletcher Building.
In the United Kingdom, this Offer Document is being
distributed only to, and is directed at, persons (i) who have
professional experience in matters relating to investments
falling within Article 19(5) (investment professionals) of the
Financial Services and Markets Act 2000 (Financial
Promotions) Order 2005 (“FPO”), (ii) who fall within the
categories of persons referred to in Article 49(2)(a) to (d)
(high net worth companies, unincorporated associations,
etc.) of the FPO or (iii) to whom it may otherwise be lawfully
communicated (together “relevant persons”). The
investments to which this Offer Document relates are
available only to, and any offer or agreement to purchase
will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this
Offer Document or any of its contents.
United States
The Entitlements and New Shares described in this Offer
Document have not been, and will not be, registered under
the U.S. Securities Act and may not be offered or sold in the
United States (or for the account or benefit of a person in
the United States) except in transactions exempt from, or
not subject to, the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws.
This Offer Document may only be distributed in the United
States by Fletcher Building and only to Approved U.S.
Shareholders and Approved U.S. Investors as part of the
documentation that they receive in connection with the
U.S. Private Placement.
No guarantee
No person named in this Offer Document (nor any other
person) guarantees the New Shares to be issued pursuant
to the Offer or warrants the future performance of Fletcher
Building or any return on any investment made pursuant to
this Offer Document.
Underwriting Agreement
Fletcher Building has requested that the Underwriter
underwrites the Offer and the Underwriter has agreed to
do so. This means that the Underwriter will subscribe at the
Application Price for any New Shares that are not
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Fletcher Building Limited |
subscribed for by Shareholders or Institutional Investors
under the Offer in accordance with the terms of the
Underwriting Agreement.
A summary of the principal terms of the Underwriting
Agreement are set out as follows:
• The Underwriter has the power to appoint sub-
underwriters.
• The Underwriter will be paid an underwriting fee of 2.0%
(plus GST if any) of the total gross proceeds to be raised
under the Offer, and a management fee of 0.6% of the
total gross proceeds to be raised under the Offer (plus
GST if any).
• The Underwriter may terminate its obligations under the
Underwriting Agreement on the occurrence of a
number of events, including the following:
–Fletcher Building is in breach of any material term or
condition of the Underwriting Agreement or any
representation or warranty given by Fletcher Building
is or becomes incorrect in a material particular*;
–the FMA and/or ASIC issues, or threatens to issue,
proceedings in relation to the Offer or commences or
threatens to commence any inquiry or investigation
in relation to the Offer, except as a result of the
actions or omissions by or on behalf of the
Underwriter or its related entities;
–the FMA and/or ASIC issues, or threatens to issue,
proceedings in relation to Fletcher Building or
commences or threatens to commence any inquiry
or investigation in relation to the conduct or affairs of
Fletcher Building, where such proceedings, inquiry or
investigation would reasonably be expected to have a
material adverse impact on the Offer;
–the NZX or the ASX announces that Fletcher
Building’s shares will be de-listed, removed from
quotation, withdrawn from admission to trading
status or suspended from quotation, except as a
result of the actions or omissions by or on behalf of
the Underwriter or its related entities;
–the NZX or the ASX make an official statement to any
person, or indicate to Fletcher Building or the
Underwriter that approval is or will be refused, not
granted or granted subject to conditions which are
unacceptable to the Underwriter (acting reasonably),
to the official quotation of all of the New Shares on
the NZX Main Board or the ASX, or if granted, the
approval is subsequently withdrawn, qualified or
withheld, except as a result of the actions or
omissions by or on behalf of the Underwriter or its
related entities;
–a material adverse change in the condition, financial
or trading position or prospects of Fletcher Building
and its subsidiaries taken as a whole;
–certain events or disruptions (including the outbreak
or material escalation of hostilities, changes in
financial, economic and political conditions, a general
moratorium on commercial banking activities,
suspension in trading) occur in certain countries or
financial markets*;
–a new law or policy is introduced, or a proposal to
introduce a new law or policy is publicly announced
(other than any new law or policy which has been
announced prior to the date of this Offer Document),
in New Zealand or Australia which does or is likely to
prohibit or regulate (in a manner which has a material
adverse effect) the Offer, capital issues or stock
markets*;
–Fletcher Building, without the prior consent of the
Underwriter:
›issues or agrees to issue any shares or securities
that convert to shares or rights to subscribe for
shares or other securities that convert to shares
other than the Offer Shares, securities issued
under an employee equity plan or employee
incentive scheme or upon conversion of the
Fletcher Building group’s unlisted capital notes;
›subdivides or consolidates shares; or
›alters the rights, privileges or restrictions attaching
to shares;
–either the NZX50 Index or the S&P/ASX200 Index is at
a level which is 12.5% or more below its level as at
7.00pm on the Business Day prior to the date of this
Offer Document:
›for any two consecutive Business Days; or
›at the close of trade on the Business Day
immediately prior to the allotment of Offer shares
under the Institutional Entitlement Offer or the
Retail Entitlement Offer*;
–Fletcher Building withdraws the Offer;
–the trading halt referred to in Part 3: Important Dates
is not in place on the NZX Main Board or the ASX for
the necessary duration as a result of an act or
omission by Fletcher Building or for any other reason;
–a change in the Chief Executive Officer or the Chief
Financial Officer of Fletcher Building occurs or is
announced, other than as a result of the incapacity or
death of the relevant person;
–any event in the Timetable is delayed by more than
two Business Days without the prior written consent
of the Underwriter (such consent not to be
unreasonably withheld), except where the delay is
caused by the Underwriter or its related entities;
–Fletcher Building varies the terms and conditions of
the Offer without the prior written consent of the
Underwriter (such consent not to be unreasonably
withheld);
–Fletcher Building is required to give or gives a
correcting notice under clause 21 of Schedule 8 of
the Financial Markets Conduct Regulations 2014;
–any statement or information in this Offer Document,
the Investor Presentation or the Announcement
Details of the Offer

24
Fletcher Building Limited |
being false, misleading or deceptive (including by
omission) or being an unsubstantiated
representation, in each case, in any material
adverse respect;
–a certificate given by Fletcher Building to the
Underwriter is false, misleading, deceptive or
inaccurate;
–Fletcher Building becomes engaged in, or is
threatened with, any legal action or other
proceedings which are material in the context of the
Offer;
–certain debt facilities of Fletcher Building are no
longer capable of drawdown or an event of default or
event of review occurs (other than covenant
breaches already disclosed to NZX and waived by the
relevant lender); or
–there is a material increase (in aggregate) in Fletcher
Building’s provisioning for losses under certain
specified material construction contracts which
requires disclosure to NZX or ASX.
• Where certain termination events, including those
marked above with an asterisk, occur the Underwriter
cannot terminate the Underwriting Agreement unless, in
the reasonable opinion of the Underwriter:
–that event has or is likely to cause the Underwriter to
contravene any law applicable in relation to the Offer;
–that event has or is likely to have a material adverse
effect on:
›the financial condition, financial position or
financial prospects of Fletcher Building and its
subsidiaries taken as a whole;
›the market price of shares of Fletcher Building; or
›the success or settlement of the Offer.
Fletcher Building provides certain undertakings to the
Underwriter, including:
• For a period until 90 days after the settlement of the
Retail Entitlement Offer in New Zealand, Fletcher
Building may not issue or allot, or agree to issue or allot,
any equity securities or other securities, or grant any
options in respect of such securities, other than
pursuant to certain limited exceptions or with the
Underwriter’s consent.
• For a period until 30 days after the settlement of the
Retail Entitlement Offer in New Zealand, Fletcher
Building may not dispose of or charge, or agree to
dispose of or charge, the whole or any substantial part
of its business or enter into any material acquisition, or
material agreement in relation to a new business not
conducted by Fletcher Building, other than pursuant to
certain limited exceptions or with the Underwriter’s
consent.
Fletcher Building has agreed to indemnify the Underwriter
and its affiliates against certain losses related to the Offer.
Warranties given by Fletcher Building in the Underwriting
Agreement include warranties relating to the content and
accuracy of the Offer Document, compliance by Fletcher
Building with relevant laws, the existence of no litigation
which may be material in the context of the Offer and the
valid issue and allotment of New Shares.
Broker stamping fees
No investor will pay brokerage on taking up their
Entitlement or as a subscriber for New Shares under the
Offer.
A stamping fee of 0.5% of Application Monies on New
Shares allotted will be paid to NZX Firms who submit a valid
claim for a broker stamping fee on successful Applications,
subject to a fee limit of NZ$300 per Shareholder. The
aggregate fee payable on all successful Applications will be
limited to NZ$250,000. In the event that total stamping
fees payable exceeds NZ$250,000, the stamping fee
payable per successful Application will be scaled back on a
pro rata basis. This fee will be met by Fletcher Building.
Details of the claims process are to be separately
communicated to NZX Firms by the Lead Manager. No
stamping fees will be paid on any Retail Premium or
Institutional Premium achieved or to ASX brokers on
successful applications on the ASX.
Following allotment, the sale of the New Shares may be
subject to normal brokerage fees.
Privacy
Any personal information provided by Eligible Shareholders
on the Entitlement and Acceptance Forms or via the online
application process will be held by Fletcher Building and/or
the Registrar at the addresses set out in the Directory.
Fletcher Building and/or the Registrar may store your
personal information in electronic format, including in
online storage on a server or servers which may be located
in New Zealand or overseas. The information will be used
for the purposes of administering your investment in
Fletcher Building. This information will only be disclosed to
third parties with your consent or if otherwise required or
permitted by law. Under the New Zealand Privacy Act 1993
and the Australian Privacy Act 1988 (Cth), you have the
right to access and correct any personal information held
about you.
Governing law
This Offer Document, the Offer and any contract resulting
from it are governed by the laws of New Zealand, and each
Applicant submits to the exclusive jurisdiction of the courts
of New Zealand.
Times, currency and laws
Unless otherwise stated, all references in this Offer
Document to times and dates are to times and dates in
New Zealand, all references to currency are to New Zealand
dollars, and all references to applicable statutes and
regulations are references to New Zealand statutes
and regulations.
Details of the Offer

25
Fletcher Building Limited |
The following Announcement and Investor Presentation were released to the NZX and ASX on 17 April 2018. There may be
other announcements that will be made by Fletcher Building after 17 April 2018 and throughout the period of the Retail
Entitlement Offer that may be relevant in your consideration of whether to take up all or some of your Entitlements. Those
announcements will be available at www.nzx.com and www.asx.com.au under the stock code FBU. You should review this
part of this Offer Document and any other announcements before submitting an Application.
Announcement / Investor Presentation
Announcement / Investor Presentation
06.

26
Fletcher Building Limited | Announcement / Investor Presentation


NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Fletcher Building moves to strengthen balance sheet and focus portfolio

Key points:
•Fletcher Building is undertaking actions to strengthen its balance sheet and better enable it to execute its
immediate and longer term strategic objectives
•Raising NZ$750m through a fully underwritten pro rata 1 for 4.46 accelerated entitlement offer (“Offer”) at
NZ$4.80 per share
•Institutional and Retail Entitlement Offers with book-builds for any shortfall
•Proceeds from the Offer will be used by the Company to repay existing debt
•Commitments obtained from the required majority of lenders to a permanent solution of the current breach
under the Syndicated Facility Agreement (“SFA”)
•New standby banking facility of NZ$500m established with ANZ, MUFG Bank and Westpac (“Standby Facility”)
•Discussions with the USPP Noteholders are ongoing and Fletcher Building’s objective and expectation is that
it will achieve a mutually acceptable outcome
•While not expected to be needed, proceeds from the Offer and Standby Facility are sufficient to redeem all
USPP Notes and pay associated costs if required.
•Key principles of group strategy approved by the board: focus activities on New Zealand and Australia, with
divestment processes to be undertaken for the Formica and Roof Tile Group businesses
•No change to estimated FY18 EBIT for the Group (excluding B+I and significant items) of NZ$680m - NZ$720m
and estimated loss for B+I of NZ$(660)m.

Auckland, April 17 2018: Fletcher Building Limited (the “Company” or “Group”) has moved to raise equity and
establish new standby debt facilities to strengthen the Company’s capital structure and better enable effective
execution of the Group’s strategy.

The Company is raising NZ$750m through a fully underwritten accelerated pro rata entitlement offer, enabling
eligible shareholders to purchase 1 share for every 4.46 they own at 9:00pm (NZ time) and 7:00pm (Sydney time) on
the Record Date for NZ$4.80 per share. This represents a 23.4% discount to the closing share price on NZX on 16
April 2018, and a 20.0% discount to the theoretical ex-rights price (TERP) of NZ$6.00. The Offer will comprise
institutional and retail entitlement offers, with any entitlements that are not taken up by eligible shareholders and
entitlements of ineligible shareholders being offered for sale in the institutional and retail book builds respectively.

In conjunction with the Offer, Fletcher Building has also established a new standby banking facility of NZ$500m with
ANZ, MUFG Bank and Westpac.

The Offer and Standby Facility will strengthen the Company’s balance sheet and better enable it to execute its
immediate and longer term strategic objectives. In particular, the Company expects that selected asset sales
processes will be able to be transacted in a way that maximises value for shareholders. Following the Offer, the

27
Fletcher Building Limited | Announcement / Investor Presentation
Company expects normalised leverage
1
to reduce to 1.6x, at the lower end of the Company’s revised target range of
1.5x – 2.5x.

Discussions with the USPP Noteholders are ongoing, and the Company’s objective and expectation is that it will
achieve a mutually acceptable outcome by 31 May 2018. While not expected by the Company to be needed, the
Standby Facility has been put in place to ensure that, together with the net equity proceeds of the Offer, Fletcher
Building would be able to redeem all USPP Notes and pay associated costs if required.
2

The decision to undertake the Offer has resulted from the Company’s strategic r eview, which is progressing well and
expected to be announced in full in June 2018. While work remains to be done to complete the strategic review, the
key principles have been approved by the Board. Fletcher Building will focus its activities on New Zealand and
Australia, and will therefore undertake divestment processes for its Formica and Roof Tile Group businesses.
The Group continues to trade in line with its previously estimated FY18 EBIT for the Group (excluding B +I and
significant items) of NZ$680m - NZ$720m and estimated loss for B+I of NZ$(660)m.
Ross Taylor, Chief
Executive of Fletcher Building, said “An outcome of the work that we have completed to date on
the Group strategy is that it is now appropriate to strengthen our balance sheet. Reducing our net debt also provides
us with the opportunity to undertake divestment processes for Formica and the Roof Tile Group on terms that should
maximize shareholder returns.”
Commenting on today’s announcement Fletcher Building Chairman Sir Ralph Norris said “it is important to provide
all our existing eligible shareholders with the opportunity to purchase new shares in Fletcher B uilding. T his
acknowledges the continuing support that they have given the Company in the last 18 months, and enables them to
contribute to the repositioning of the Company as the new strategy is rolled out.”
Further information
Further details of t he Offer are set out in the Appendix to this announcement. The Company has also lodged an
Investor Presentation and Offer Document with the NZX and ASX today. The Investor Presentation and Offer
Document contain important information including foreign selling restrictions with respect to the Offer.
Shareholders with any questions in relation to the Offer, can contact the Fletcher Building Offer Information Line on
0800 650 034 (within New Zealand)
and 1800 501 366 (within Australia) or +64 9 488 8777 (outside of New Zealand or
Australia) between 8.30am and 5:00pm (NZ time and Sydney time) Monday to Friday. For other questions,
shareholders should consult their broker, solicitor, accountant, financial adviser, or other professional adviser.
#Ends
For further information please contact:
MEDIA
Leela Gantman
Head of Communications
+64 27 541 6338
Leela.gantman@fbu.com
INVESTORS AND ANALYSTS
Rodney Deacon
Head of Investor Relations
+64 21 631 074
Rodney.deacon@fbu.com
1
Normalised leverage excludes the Building + Interiors business. Based on 12 months to 31 March 2018.
2
Transaction costs would be dependent on the level of Notes redeemed, if any.

28
Fletcher Building Limited | Announcement / Investor Presentation
This announcement has been prepared for publication in New Zealand and Australia and may not be released or
distributed in the United States. This announcement does not constitute an offer, invitation or recommendation to
subscribe for or purchase any security or financial product and neither this announcement nor anything attached to
this announcement shall form the basis of any contract or commitment. In particular, this announcement does not
constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or any other jurisdiction
in which such an offer would be illegal. Any securities described in this announcement have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of
any state or jurisdiction of the United States and may not be offered or sold directly or indirectly in the United States
except in transactions exempt from, or not subject to, the registration of the U.S. Securities Act and any other
applicable U.S. state securities laws.
Forward looking statements
This announcement contains forward looking statements, including statements of current intention, statements of
opinion and predictions as to possible future events. Forward looking statements should, or can generally, be
identified by the use of forward looking words such as “believe”, “expect”, “estimate”, “will”, “may”, “target” and other
similar expressions within the meaning of securities laws of applicable jurisdictions, and include but are not limited
to the expected outcome of the various and ongoing negotiations in connection to the Offer. Indications of, and
guidance or outlook on, future earnings or financial position or performance are also forward looking statements.
Such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to
which the statements relate. These forward looking statements involve known and unknown risks, uncertainties,
assumptions and other important factors that could cause the actual outcomes to be materially different from the
events or results expressed or implied by such statements. Those risks, uncertainties, assumptions and other
important factors are not all within the control of Fletcher Building and cannot be predicted by Fletcher Building and
include changes in circumstances or events that may cause objectives to change as well as risks, circumstances
and events specific to the industry, countries and markets in which Fletcher Building operates. They also include
general economic conditions, exchange rates, interest rates, competitive pressures, selling price, market demand
and conditions in the financial markets which may cause objectives to change or may cause outcomes not to be
realised.
None of Fletcher Building or any of its subsidiaries, advisors or affiliates (or any of their respective officers,
employees or agents) makes any representation, assurance or guarantee as to the accuracy or likelihood of
fulfilment of any forward looking statement or any outcomes expressed or implied in any forward looking statements.
Statements about past performance are not necessarily indicative of future performance.
Financial information
All dollar values are in New Zealand dollars ($ or NZ$) unless stated otherwise.
Investors should be aware that certain financial information included in this announcement including EBIT and Net
Debt may be “non-GAAP financial information” under the FMA Guidance Note on disclosing non-GAAP financial
information, "non‐IFRS financial information" under Regulatory Guide 230 Disclosing non‐IFRS financial information
published by the Australian Securities and Investments Commission (“ASIC”) or "non‐GAAP financial measures" under
Regulation G of the U.S. Securities Exchange Act of 1934, as amended. The disclosure of such non‐GAAP financial
measures in the manner included in this announcement would not be permissible in a registration statement under
the U.S. Securities Act. Fletcher Building believes this non‐IFRS financial information provides, and these non‐GAAP
financial measures provide, useful information to users in measuring the financial performance and conditions of
Fletcher Building. The non‐IFRS financial information and these non‐GAAP financial measures do not have a
standardised meaning prescribed by Australian Accounting Standards and applicable New Zealand accounting
standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should
they be construed as an alternative to other financial measures determined in accordance with Australian Accounting
Standards and applicable New Zealand accounting standards. Investors are cautioned, therefore, not to place undue
reliance on any non‐IFRS financial information or non‐GAAP financial measures and ratios included in this
announcement.

29
Fletcher Building Limited | Announcement / Investor Presentation
APPENDIX:

Key Details of the Entitlement Offer

The Offer comprises a 1 for 4.46 accelerated pro-rata institutional entitlement offer (‘Institutional Entitlement Offer’)
and a pro-rata retail entitlement offer (‘Retail Entitlement Offer’), at NZ$4.80 per share to raise approximately
NZ$750m
‒Approximately 156.3m of new shares (“New Shares”) to be issued by Fletcher Building (22.4% of current
shares on issue)
‒NZ$4.80 or an A$ equivalent per New Share (“Offer Price”). The NZ$ price represents a:
•23.4% discount to last close price on NZX of NZ$6.27 on 16 April 2018
•20.0% discount to the Theoretical Ex-Rights Price (“TERP”) of NZ$6.00
•20.3% discount to the 10-day volume weighted average share price on NZX up to and including 16 April
2018
•The A$ Offer Price will be the equivalent of NZ$4.80 determined using the RBA AUD/NZD exchange rate
on Thursday 19 April 2018 at 4.00pm (Sydney time) and announced by Fletcher Building on Friday 20 April
2018.
‒New shares issued under the Offer will rank equally in all respects with Fletcher Building’s existing ordinary
shares

Institutional Entitlement Offer

Eligible institutional shareholders will be invited to participate in the Institutional Entitlement Offer which opens on
Tuesday, 17 April 2018 and will close on Wednesday, 18 April 2018. Eligible institutional shareholders can choose to
take up their entitlement in whole, in part or not at all. Institutional entitlements (“Institutional Entitlements”) cannot be
traded or sold on the NZX or ASX.

Institutional Entitlements not taken up by eligible institutional shareholders by the close of the Institutional
Entitlement Offer and the Institutional Entitlements of ineligible institutional shareholders will be offered for sale
through an institutional bookbuild to be conducted on Wednesday, 18 and Thursday, 19 April 2018 (“Institutional
Bookbuild”).

Any proceeds (in excess of the Offer Price) from the sale of Institutional Entitlements through the Institutional
Bookbuild will be paid (net of any applicable withholding tax) on a pro rata basis to those institutional shareholders
who do not take up their entitlements in full or who are not eligible to participate in the Institutional Entitlement Offer.
There is no guarantee that any amount will be realised for the sale of Institutional Entitlements through the
Institutional Bookbuild.

Any amounts paid to eligible institutional shareholders who do not take up their full entitlement or ineligible
institutional shareholders with nominated A$ bank accounts will be converted from New Zealand dollars by the
Registrar at the prevailing exchange rate for buying Australian dollars using New Zealand dollars at the time of
payment. That exchange rate may be different to the exchange rate used to set the A$ Offer Price.

Fletcher Building shares have been placed in a trading halt while the Institutional Entitlement Offer and Institutional
Bookbuild are undertaken.

Retail Entitlement Offer
Eligible retail shareholders with a registered address in New Zealand or Australia at 9:00pm (NZ time) and 7:00pm
(Sydney time) on the Record Date will be invited to participate in the Retail Entitlement Offer. The Retail Entitlement
Offer will open on Monday, 23 April 2018 and close at 7:00pm (NZ time) and 5:00pm (Sydney time) on Friday, 11 May
2018. Eligible retail shareholders will have the opportunity to participate at the same offer price and offer ratio as the
Institutional Entitlement Offer. Eligible retail shareholders can choose to take up their Entitlement (“Retail
Entitlements”) in whole, in part or not at all. Retail Entitlements cannot be traded or sold on the NZX or ASX.

30
Fletcher Building Limited | Announcement / Investor Presentation

Retail Entitlements not taken up by eligible retail shareholders by the close of the Retail Entitlement Offer and the
entitlements of ineligible retail shareholders (had such ineligible retail shareholders been able to participate in the
Retail Entitlement Offer), will be offered for sale through a retail bookbuild to be conducted on Tuesday, 15 May 2018
(“Retail Bookbuild”).

Any proceeds (in excess of the Offer Price) from the sale of Retail Entitlements through the Retail Bookbuild will be
paid (net of any applicable withholding tax) on a pro rata basis to those eligible retail shareholders who do not take
up their entitlements in full or who are not eligible to participate in the Retail Entitlement Offer. There is no guarantee
that any amount will be realised for the sale of Retail Entitlements through the Retail Bookbuild.

Any amounts paid to eligible retail shareholders who do not take up their full entitlement or ineligible retail
shareholders with nominated A$ bank accounts will be converted from New Zealand dollars by the Registrar at the
prevailing exchange rate for buying Australian dollars using New Zealand dollars at the time of payment. That
exchange rate may be different to the exchange rate used to set the A$ Offer Price.

Key Dates

Event Day Date
Transaction announcement & trading halt Tuesday
17 April 2018
Institutional Entitlement Offer opens Tuesday
17 April 2018
Institutional Entitlement Offer closes Wednesday
18 April 2018
Institutional Bookbuild opens Wednesday
18 April 2018
Institutional Bookbuild closes Thursday
19 April 2018
Record date for the Offer (9.00pm NZDT time/7.00pm
(Sydney time)
Thursday 19 April 2018
Trading halt lifted Friday 20 April 2018
Retail Entitlement Offer opens Monday
23 April 2018
ASX Settlement of Institutional Entitlement Offer Thursday
26 April 2018
NZX Settlement and Allotment of New Shares under the
Institutional Entitlement Offer
Friday
27 April 2018
Retail Entitlement Offer closes 7:00pm (NZDT) and
5:00pm (Sydney time)
Friday
11 May 2018
Retail Bookbuild Tuesday
15 May 2018
ASX Settlement of Retail Bookbuild Thursday
17 May 2018
NZX Settlement of Retail Bookbuild and Allotment of New
Shares under the Retail Entitlement Offer
Friday
18 May 2018
Normal trading of New Shares issued under the Retail Entitlement
Offer
Monday
21 May 2018
Despatch of holding statement in respect of New Shares issued
under the Retail Entitlement Offer
Monday
21 May 2018
Note: The above timetable is indicative only and subject to change without notice (subject to applicable laws and the NZX Listing Rules
and ASX Listing Rules). All dates and times are New Zealand times (unless noted otherwise above).

31
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Important information
2
This presentation has been prepared by Fletcher Building Limited (
Fletcher Building
) in connection with a proposed entitlement offer of fully paid ordinary shares in Fletcher
Building (the
Offer
). The Offer is made to Eligible Shareholders pursuant to the exclusion in clause 19 of schedule 1 of the New Zealand Financial Markets Conduct Act 2013
(
FMCA
) and pursuant to the provisions of the Australian Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84
and ASIC Instrument 18-0268).
Information of a general nature
The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may
require in evaluating a possible investment in Fletcher Building or that would be required in a product disclosure statement, prospectus, or other disclosure document for the
purposes of the New Zealand FMCA or the Australian Corporations Act 2001 (Cth). Fletcher Buildingis subject to a disclosure obligation that requires it to notify certain
material information to NZX Limited (
NZX
) and ASX Limited (
ASX
) for the purpose of that information being made available to participants in the market and that information
can be found by visiting www.nzx.com/companies/FBU and http://www.asx.com.au. This presentation should be read in conjunction with Fletcher Building’s other periodic
and continuous disclosure announcements released to NZX and ASX.
NZX
The New Shares have been accepted for quotation by NZX and will be quoted on the NZX Main Board following completion of allotmentprocedures. However, NZX accepts no
responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Main Board is a licensed market under the FMCA.
ASX
An application will be made to ASX for quotation of the New Shares issued under the Offer and Fletcher Building expects that the New Shares will be quoted upon completion
of allotment procedures. ASX accepts no responsibility for any statement in this document. The fact that ASX may approve the NewShares for quotation is not to be taken in
any way as an indication of the merits of Fletcher Building.
Not financial product advice
This presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation to acquire Fletcher Building securities, and has
been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should
consider the appropriateness of the information having regard to their own objectives, financial situation and needs and consultan NZX Firm, ASX Broker, or solicitor,
accountant or other professional advisor if necessary.
Forward-looking statements
This presentation contains certain ‘forward-looking statements’ such as indications of, and guidance on, future earnings and financial position and performance. Forward-
looking statements can generally be identified by the use of forward-looking words such as, ‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’,
‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’, ‘outlook’, ‘guidance’ and other similar expressions and include statements regarding the conduct and outcome of the Offer and
the use of the proceeds thereof. Such forward-looking statements are not guarantees or predictions of future performance and involve known and unknown risks and
uncertainties and other factors, many of which are beyond the control of Fletcher Building, and may involve significant elementsof subjective judgement and assumptions as
to future events which may or may not be correct. There can be no assurance that actual outcomes will not materially differ from these forward-looking statements. A
number of important factors could cause actual results or performance to differ materially from the forward-looking statements. The forward-looking statements are based on
information available to Fletcher Building as at the date of this presentation. Except as required by law or regulation (including the NZX Listing Rules and ASX Listing Rules),
Fletcher Building undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Building communities,
building lives.
Fletcher Building Limited
Strategy, Capital Structure and Trading UpdateApril 2018
Fletcher Building
Strategy, Capital
Structure and
Trading Update
ROSS TAYLOR
—Chief Executive Officer
BEVAN MCKENZIE
—Chief Financial Officer
17 April 2018

32
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Important information
4
Not for distribution or release in the United States
This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The New Shares to be offered and sold in the Offer have not
been, and will not be, registered under the U.S. Securities Act of 1933, as amended (
U.S. Securities Act
) or the securities laws of any state or other jurisdiction of the United States. The
New Shares to be offered and sold in the Offer may not be offered and sold, directly or indirectly, to any person in the United States or any person that is acting for the account or benefit
of any person in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S.
state securities laws.
This presentation may not be distributed or released in the United States. The distribution of this presentation in other jurisdictions outside Australia and New Zealand may also be
restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute aviolation of applicable securities laws.
Institutional and Retail Bookbuilds
Shareholders should note that:
•the underwriter (whether in that capacity or otherwise) is not acting as agent for Fletcher Building shareholders (including shareholders who are ineligible to participate in the Offer);
•the underwriter (whether in that capacity or otherwise) will manage the Institutional Bookbuildand the Retail Bookbuildand any sale process in respect of the Offer (if applicable) for,
and at the request of Fletcher Buildingonly;
•the underwriter (whether in that capacity or otherwise) owes no duties (fiduciary or otherwise) to Fletcher Buildingshareholders (including shareholders who are ineligible to
participate in the Offer);
•the underwriter (whether in that capacity or otherwise) is not obliged to return any Entitlements to, or at the direction, or consider the interests, or requests, of any Fletcher Building
shareholder (including shareholders who are ineligible to participate in the Offer),
•there is no guarantee that any proceeds will be realised from the sale of Entitlements of New Shares in respect of the Offer; and
•the underwriter (whether in that capacity or otherwise) is not liable for failure to sell such Entitlements of New Shares at any particular price at all.
Underwriter Group
The underwriter, any of its respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents (the Underwriter Group
and each of them, an Underwriter Group Member), have not:
•authorised, permitted or caused the issue, submission, dispatch or provision of this presentation; and
•except to the extent referred to in this presentation, made or purported to make any statement in this presentation and there is no statement in this presentation which is based on
any statement by any of them.
To the maximum extent permitted by law and except to the extent referred to in this presentation, no Underwriter Group Membermakes any representation or warranty, express or
implied, as to the currency, accuracy, reliability or completeness of information in this presentation and no Underwriter Group Member takes any responsibility for any part of this
presentation or the Offer.
No Underwriter Group Member makes any recommendations as to whether you or your related parties should participate in the Offer,nor do they make any representations or warranties
to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by any Underwriter Group Member in relation to the Offer.
Timetable and right to withdraw Offer
Subject to applicable laws, the NZX Listing Rules and the ASX Listing Rules, Fletcher Building reserves the right to vary the timetable for the Offer (either generally or in particular cases).
Fletcher Building also reserves the right to withdraw the Offer without prior notice (subject to compliance with all applicable laws).
Capitalised terms used but not otherwise defined in this presentation have the meanings given in the Glossary section of Fletcher Buildings’ Offer Document for its entitlement offer
for New Shares dated 17 April 2018. All information included in this presentation is provided as at 17 April 2018.
All dollar amounts are New Zealand dollars, unless otherwise stated.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Important information
3
Financial data
All dollar values are in New Zealand dollars ($ or NZ$) unless otherwise stated. Totals may vary slightly due to rounding.
Investors should also be aware that certain financial information included in this presentation, including EBIT, EBITDA, Net Debt,Net Senior Debt, Total Capital and
accompanying financial ratiosmay be “non-GAAP financial information” under the FMA Guidance Note on disclosing non-GAAP financial information, "non-IFRS financial
information" under Regulatory Guide 230 Disclosing non-IFRS financial information published by the Australian Securities and Investments Commission (
ASIC
) or "non-GAAP
financial measures" under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. The disclosure of such non-GAAP financial measures in the manner included
in this presentation would not be permissible in a registration statement under the U.S. Securities Act. Fletcher Building believes this non-IFRS financial information provides,
and these non-GAAP financial measures provide, useful information to users in measuring the financial performance and conditions of Fletcher Building. The non-IFRS financial
information and these non-GAAP financial measures do not have a standardisedmeaning prescribed by Australian Accounting Standards and applicable New Zealand
accounting standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other
financial measures determined in accordance with Australian Accounting Standards and applicable New Zealand accounting standards. Investors are cautioned, therefore, not
to place undue reliance on any non-IFRS financial information or non-GAAP financial measures and ratios included in this presentation.
Investors should further note that this presentation contains pro forma financial information showing the proposed application of the proceeds of the equity raising to repay
debt. The pro forma financial information provided in this presentation is for illustrative purposes only and should not be relied upon as, and is not represented as being
indicative of Fletcher Building’s future financial condition and/or performance. Investors should further note that the pro forma historical financial information included in this
presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
Past performance
Investors should note that past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) future Fletcher
Building performance, including future financial position or share price performance.
Investment risk
An investment in securities in Fletcher Building is subject to investment and other known and unknown risks, some of which are beyond the control of Fletcher Building.
Fletcher Building does not guarantee any particular rate of return or the performance of Fletcher Building.
Not an offer
This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or salein any jurisdiction. Any decision to purchase
New Shares in the Retail Entitlement Offer must be made on the basis of information set out in the Offer Document for the Offer. Any eligible shareholder who wishes to apply
for New Shares under the Retail Entitlement Offer will need to apply in accordance with the instructions contained in the Offer Document and the Entitlement and Acceptance
Form.
Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach
by Fletcher Buildingof any law. The distribution of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and persons into whose
possession this presentation comes should observe any such restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See the “Selling
Restrictions relating to Offer” section of this presentation. None of Fletcher Building, any person named in this presentation or any of their affiliates accept or shall have any
liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction to theextent that its distribution or possession in that
jurisdiction is restricted or prohibited by law or would constitute a breach of any law.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018

33
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Building communities,
building lives.
Fletcher Building Limited
Strategy, Capital Structure and Trading UpdateApril 2018
Overview
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Contents
5
•Overview
•Group Strategy Update
•Capital Structure Update
•Trading Update
•Offer Details, Timetable and Jurisdictions
Fletcher Building Strategy, Capital Structure and Trading Update April 2018

34
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Building communities,
building lives.
Fletcher Building Limited
Strategy, Capital Structure and Trading UpdateApril 2018
Group Strategy
Update
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Overview
7
•Fletcher Building is undertaking the following actions to strengthen its balance sheet and enable a
permanent solution to its current bank and USPP positions:
−Raising NZ$750m through a fully underwritten pro rata entitlement offer (the “Offer”);
−Establishing a new standby banking facility of NZ$500m (the “Standby Facility”).
•The Company believes that a strengthened balance sheet will better enable it to execute its immediate
and longer term strategic objectives. In particular, the Company expects that selected asset sales
processes will be able to be transacted in a way that maximises value for shareholders.
•The strategic review is progressing well with key principles approved by the Board. In particular, the
Company will focus its activities on New Zealand and Australia and will therefore undertake
divestment processes for its Formica and Roof Tile Group businesses. As previously advised, the
Company will provide a detailed update and full overview of the Group’s strategy in June 2018 once
the review is completed.
•In conjunction with the Offer, the Company has obtained commitments from the required majority of
lenders to a permanent solution of the current breach under the Syndicated Facility Agreement
(“SFA”).
•Fletcher Building’s objective and expectation is to reach a mutually acceptable conclusion to
discussions with USPP Noteholders on terms consistent with the proposed revisions to the SFA. While
not expected by the Company to be needed, the Standby Facility has been put in place to ensure that,
together with the proceeds of the Offer, Fletcher Building would be able to redeem all USPP Notes and
pay associated costs if required.
•The Company continues to trade in line with earnings guidance: no change to estimated FY18 EBIT of
NZ$680m – NZ$720m (excluding B+I and significant items) and an estimated loss for B+I of
NZ$(660)m.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018

35
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Group Strategy Update (II)
10
To support this revised strategic focus, the Company is commencing the implementation of the following
initiatives between now and 30 June 2018:
•An organisational structure and model that aligns with this revised strategy and better reflects
similarities between the underlying businesses
•A move to a leaner and more efficient centre
•A reset of our capital structure, as discussed further in this presentation
As previously advised, the Company will provide a detailed update and full overview of the Group’s
strategy in June 2018 once the review is completed.
•The Company intends that this update will provide details on any restructuring costs associated with
the intended organisational and cost out changes.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Group Strategy Update (I)
9
While work remains to be done to complete the strategic review that the Company has been undertaking,
the Board has approved the following key principles:
•A focus of the Group’s activities on New Zealand and Australia
•In New Zealand:
–actively defending and growing the Building Products and Distribution core;
–vertically integrating around this core where this provides the Group with: competitive
advantage, stronger growth, and better outcomes for customers. As such, the Group’s positions
in the Concrete value chain and in Residential Development remain an essential part of its
overall NZ strategy;
–stabilising the Construction business and returning it to sound operating performance.
•In Australia:
–improving the performance of the Australian businesses through greater focus, synergies and
investment, such that the Company can maintain and grow leading positions in the Building
Products and Distribution core.
•This focus on New Zealand and Australia means the Company will undertake divestment processes
for its Formica and Roof Tile Group businesses.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018

36
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Capital structure strategy –summary
12
•An outcome of the Company’s strategic review is that the Company believes it is now
appropriate to strengthen its balance sheet.
•The Company believes that this will better enable it to execute its immediate and longer term
strategic objectives. In particular, the Company expects that it will enable selected asset
sales processes to be transacted in a way that maximises value for shareholders.
•Accordingly, the Company is targeting a revised through-the-cycle leverage ratio (Net Debt /
EBITDA) range of 1.5x-2.5x (previously 2.0x-2.5x).
•The net equity proceeds will return the Group’s leverage ratio on a normalised basis
(excluding B+I) to 1.6x
(1)
, hence at the lower end of the revised target range.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
1.Based on 12 months to 31 March 2018, excluding B+I, and as shown on page 18.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Building communities,
building lives.
Fletcher Building Limited
Strategy, Capital Structure and Trading UpdateApril 2018
Capital Structure
Update

37
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Bank Syndicate Update – New Standby Facility of $500m
14
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
•A new NZ$500m Standby Facility has been established with ANZ, Westpac, and MUFG Bank.
•Key terms of the Standby Facility:
−Purpose:
•May only be drawn by the Company to fund repayment of USPP Notes and associated transaction
costs
−Conditions:
•Available to be drawn by the Company upon completion of the Offer
(1)
•Proceeds of the Offer must be applied in repayment of USPP Notes before amounts can be utilised
under the Standby Facility
•If the Standby Facility is drawn, proceeds of material asset sales must be used for repayment of the
Standby Facility on a pro rata basis with USPP Noteholders, and proceeds of issue of equity or debt
securities (other than the Offer) must be used for repayment of the Standby Facility
−Term:
•If drawn, the Standby Facility will be available until at least January 2020
•If not required by the Company, the Company may terminate the Standby Facility on two business
days’ notice
1.If the Offer is not completed by 31 May 2018, ANZ, Westpac and MUFG Bank have the right to cancel the Standby Facility
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Bank Syndicate Update – Syndicated Facility Agreement
13
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
•Commitments have been obtained from ANZ, MUFG Bank, Westpac and HSBC on a permanent
solution to the current breach under the Syndicated Facility Agreement (‘SFA’).
•These lenders provide the necessary majority lender support for amending the SFA.
(1)
These lenders
have agreed the form of the amending documentation, with amendments conditional on completion
of the Offer
(2)
.The current intention is that the revised SFA would be entered into on conclusion of
discussions with USPP Noteholders.
•Key terms of the revised SFA that would be entered into are:
−Size and maturity of existing facilities to remain unchanged
−Inclusion of existing separate bilateral facilities as a new tranche within the SFA
−Previously announced B+I losses to be excluded from future covenant calculations
−Revised covenants: Senior Leverage Ratio <3.25x; Senior Interest Cover >3.00x; Total Interest Cover
>2.00x
−Until the earlier of 30 June 2019 or the date on which the Senior Leverage Ratio (including the
previously announced B+I losses) is less than 1.75x for three consecutive months:
§margin increases by 1.25%
(3)
;
§proceeds from disposals of assets above a threshold must be offered first for repayment of
Senior Debt.
1.ANZ, MUFG Bank, Westpac, and HSBC together represent 77% of Fletcher Building’s banking syndicate. The required threshold of‘Majority Lenders’ for amending
the SFA is 60%.
2.Completion means receipt of equity proceeds of NZ$750m less any applicable transaction costs
3.After 30 June 2019 or when the Senior Leverage Ratio (including the previously announced B+I losses) is less than 1.75x for three consecutive months, pricing for
two of the four tranches reverts to pricing applicable as at December 2017 and pricing for the other two tranches reduces to current market pricing (rather than
existing pricing levels, which are below current market pricing).

38
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Basis and purpose of pro forma financial information
16
Key assumptions:
•The pro forma financial information presents the assumed impact of the proposed equity raising as if it had occurred on 31 March 2018.It has
been assumed that the equity raising of NZ$750m is applied to repay bank debt of $714m and to cover the estimated transaction costs of the
Offer of NZ$25m, with the remainder assumed to be held as cash.
•The assumption in the pro forma financial information is therefore a 0% redemption of USPP Notes. Dependent on the outcome of discussions
with USPP Noteholders, a part or all of the net equity proceeds could be applied to redeem USPP Notes. Transaction costs associated with the
redemption of USPP Notes would be dependent on the level of Notes redeemed, if any. Costs associated with full repayment of theUSPP
Notes are currently estimated at up to NZ$125m.
•The assumption in the pro forma financial information is that there is no conversion of institutional capital notes to equity.
Basis of preparation:
•The Group has presented the financial position of the Group as at 31 December 2017 together with certain non-GAAP financial information.
Such financial information has been sourced from the Group’s Half Year financial statements which were approved on 21 February 2018.We
have provided an explanation of relevant Non-GAAP information below.
•The Group has prepared unaudited pro forma financial information as at 31 March 2018 basedon unaudited management accounts of the
Group in order to provide investors with the latest available information to better illustrate the impact of the proposed equity raising on the
financial position of the Group. The financial information presented has been prepared on a basis consistent with the recognition and
measurement principles as disclosed by the Group in its Statement of Accounting Policies contained within the 30 June 2017 Annual Report,
and the 31 December 2017 Half Year Financial Statements. The accounting policies adopted by the Directors are in accordance with Generally
Accepted Accounting Practice in New Zealand, which is the New Zealand equivalent to International Financial Reporting Standards (NZ IFRS).
They are also in accordance with International Financial Reporting Standards.
•The following Non-GAAP information has been presented:
–EBIT – Last 12 months Earnings Before Interest, Tax, Significant Items and losses of the B+I Business Unit
–EBITDA – Last 12 months Earnings Before Interest, Tax, Depreciation, Amortisation, Significant Items and losses of the B+I Business Unit
–Net Debt – Current borrowings plus Non-current borrowings less Cash and cash equivalents
–Net Senior Debt – Net Debt excluding Capital Notes
–Total Capital – Net Debt plus Equity
–Gearing – Net Debt to Net Debt plus Equity
–Net Debt / EBITDA – Net Debt divided by EBITDA
–Net Senior Debt / EBITDA - Net Senior Debt (adjusted for debt derivatives), divided by EBITDA
–EBIT / Total Interest – EBIT excluding minority interests divided by Total Interest
–EBIT / Senior Interest - EBIT excluding minority interests divided by Total Interest excluding capital notes interest
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
USPP Noteholder update
15
1.Noteholders representing 50.1% of the Notes under each Note and Guarantee Agreement are required to approve the amendments to such Note and Guarantee
Agreement.
2.Noteholders representing 60% of the Notes under each Note and Guarantee Agreement are required to demand repayment of the Notes under each Note and
Guarantee Agreement.
3.The Offer is fully underwritten. However, the underwriter may terminate its obligations on the occurrence of a number of events, including those set out in the
Offer Document. Net equity proceeds is after payment of the transaction costs of the Offer.
4.Transaction costs would be dependent on the level of Notes redeemed, if any. Costs associated with full repayment of the USPP Notes are currently estimated at
up to NZ$125m.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
•Discussions with the USPP Noteholders are ongoing and Fletcher Building’s objective and expectation
is that it will achieve a mutually acceptable outcome in the negotiations with the USPP Noteholders. It
is anticipated by Fletcher Building that this process will be completed by 31 May 2018.
•The Company will be presenting USPP Noteholders with a proposal to achieve a permanent waiver of
the current breach of the USPP Note and Guarantee Agreements. This proposal will be on terms
generally consistent with the proposed revisions to the SFA.
(1)
−Should Noteholders wish to reduce their level of holdings the proposal may also include a tender
offer for some portion of the existing Notes.
•If discussions with USPP Noteholders are not successfully completed prior to expiry of the existing
waiver on 31 May 2018, the required majority of USPP Noteholders could demand repayment of their
Notes.
(2)
•While Fletcher Building does not expect this to occur, the net equity proceeds of NZ$725m
(3)
together
with the Standby Facility will ensure that Fletcher Building is able to redeem all USPP Notes and pay
associated costs if required.
(4)

39
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Pro Forma Financial Profile – Capital Structure
18
NZ$m
Asat 31 December 2017
(unaudited Half-Year
a
ccounts)
Asat 31 March 2018
(1)
(unaudited management
a
ccounts)
Impact of Equity
Raising
(2)
Asat 31 March 2018
P
ro forma
(3)
(unaudited)
Key measures
Unit
Gross debt
NZ$m
2,308
2,501(714)1,787
—USPP
NZ$m
1,150
1,1191,119
—ExistingBank debt
NZ$m
434
714(714)-
—Capital notesNZ$m
621
566566
—Other
NZ$m
103
102102
Cash
NZ$m
190
24111252
Net Debt
NZ$m
2,118
2,260(725)1,535
Equity
NZ$m
3,295
3,2657253,990
Total capital
NZ$m
5,413
5,5255,525
Credit metrics (LTM, excluding B+I)
Gearing (%)
%
39.1%
40.9%27.8%
Net Debt / EBITDA
x
2.2x
2.4x1.6x
Net Senior Debt / EBITDA
x
1.5x
1.8x1.0x
EBIT / TotalInterest
x
6.2x
5.3x5.3x
EBIT / Senior Interest
x
7.8x
6.6x6.6x
1.Based on 31 December 2017 unaudited Half Year accounts adjusted for movements derived from management accounts for the three months to 31 March 2018.
2.Assumes gross Offer proceeds of NZ$750m net of NZ$25m of estimated Offer transaction costs applied to bank syndicate borrowings and cash.
3.Assumes 0% redemption of USPP Notes. If there were a full redemption of USPP Notes, associated costs are currently estimated at up to NZ$125m and, if incurred,
would increase leverage between 0.1x and 0.2x.
Note - Financial information assumes that there is no conversion of institutional capital notes to equity
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Pro Forma Financial Profile – Funding Facilities
17
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
17
1.Assumes NZ$725m of net equity proceeds applied to bank syndicate borrowings and cash as at 31 March 2018 (per management accounts),
inclusion of new $500m Standby Facility, and assuming 0% redemption of USPP Notes.
2.Includes fair value hedge component.
3.Includes financing associated with the MV AotearoaChief.
Note - Financial information assumes that there is no conversion of institutional capital notes to equity
NZ$m
Pre-Equity Raise (as at 31March)Post-Equity Raise
(1)
FacilityDrawingsFacilityDrawings
Banking syndicate1,2707141,2700
New Standby Facility--5000
USPP
2
1,1191,1191,1191,119
Capital Notes566566566566
Other
3
102102102102
Total3,0572,5013,5571,787
Cash on hand241241252252
Net Debt2,2601,535
Net Senior Debt1,694969

40
Fletcher Building Limited | Announcement / Investor Presentation
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Building communities,
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Fletcher Building Limited
Strategy, Capital Structure and Trading UpdateApril 2018
Trading Update
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Pro Forma Financial Profile – Balance Sheet
19
NZ$m
Asat 31 December 2017
(unaudited Half-Year
a
ccounts)
Asat 31 March 2018
(1)
(unaudited management
a
ccounts)
Impact of Equity
Raising
(2)
Asat 31 March 2018
P
ro forma
(3)
(unaudited)
Assets
Cash and cash equivalents
19024111252
Other currentassets
3,3093,4023,402
Property, plant and equipment
2,2472,2232,223
Other non-current assets
2,2262,1912,191
Total assets
7,9728,057118,068
Liabilities
Trade and otherpayables
1,3691,3301,330
Borrowings – current
4
1,7011,978(714)1,264
Other currentliabilities
834784784
Borrowings – non-current
607523523
Other non-currentliabilities
166177177
Total liabilities
4,6774,792(714)4,078
Net assets
3,2953,2657253,990
Share capital
2,6962,6967253,421
Retained earnings & Reserves
575545
(5)
545
Non-controlling interests
242424
Equity
3,2953,2657253,990
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
1.Based on 31 December 2017 unaudited Half Year accounts adjusted for movements derived from management accounts for the three months to 31 March 2018.
2.Assumes gross Offer proceeds of NZ$750m net of NZ$25m of estimated Offer transaction costs applied to bank syndicate borrowings and cash.
3.Assumes 0% redemption of USPP Notes.
4.All USPP and Bank debt included within Borrowings – current at 31 December 2017 and 31 March 2018.
5.Movement since 31 December 2017 comprises net earnings of NZ$26m offset by NZ$56m currency translation reserve movement.
Note - Financial information assumes that there is no conversion of institutional capital notes to equity

41
Fletcher Building Limited | Announcement / Investor Presentation
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Building communities,
building lives.
Fletcher Building Limited
Strategy, Capital Structure and Trading UpdateApril 2018
Offer Details,
Timetable and
Jurisdictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Group Trading Update
21
•The Group continues to trade in line with its earnings guidance with no change to estimated FY18 EBIT for the
Group (excluding B+I and significant items) of NZ$680m - NZ$720m.
•The reset of the Construction business continues and regular internally-led project reviews are now established
across the business.
•With respect to the B+I business, there is no change to the project provisions announced in the 14 February
trading update, and no change to the estimated FY18 B+I EBIT loss of NZ$(660)m. Of the 16 key projects
identified in that trading update:
−5 projects now complete, including the Justice Precinct
(1)
– all completed within 14 February provisions;
−7 projects targeting completion by end of calendar 2018 – all currently operating within 14 February
provisions;
−4 remaining projects including NZICC and Commercial Bay – all currently operating within 14 February
provisions.
•In the Infrastructure construction business, the Puhoito Warkworth(‘P2W’) project site team has identified risks
and forecast cost increases associated principally with earthworks and aggregate supply on the project. The
project is a 50-50 joint venture between Fletcher Construction and Acciona. The partners are now working
actively on a range of options to mitigate these risks. At this point, Fletcher Building is reporting a nil margin for
the P2W project.
•The remainder of the Construction business continues to trade to expectations.
•The Board has determined that no final dividend will be paid for FY18. The Board expects, subject to
satisfactory trading performance, to be in a position to resume dividends in respect of FY19.
•In relation to recent press speculation and share trading, Wesfarmers Limited has confirmed to Fletcher
Building that it does not hold shares in Fletcher Building.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
1.The Justice Precinct is occupied by the client and a final settlement has been agreed with the client on the project; some minorpost-occupation defect work is ongoing on the project.

42
Fletcher Building Limited | Announcement / Investor Presentation
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Offer Timetable
24
EventDayDate
Transaction announcement & trading haltTuesday
17 April 2018
Institutional Entitlement Offer opensTuesday
17 April 2018
Institutional Entitlement Offer closesWednesday
18 April 2018
Institutional Shortfall BookbuildopensWednesday
18 April 2018
Institutional Shortfall BookbuildclosesThursday
19 April 2018
Record date for the Offer (9.00pm NZ time/ 7.00pm Sydney time)Thursday19 April 2018
Trading halt liftedFriday20 April 2018
Retail Entitlement Offer opensMonday
23 April 2018
ASX Settlement of Institutional Entitlement Offer and Institutional ShortfallBookbuildThursday
26 April 2018
NZX Settlement and Allotment of New Shares under the Institutional Entitlement Offer and Institutional
Shortfall Bookbuild
Friday
27 April 2018
Retail Entitlement Offer closesFriday
11 May 2018
Retail Shortfall BookbuildTuesday
15 May 2018
ASX Settlement of Retail Shortfall BookbuildThursday
17 May 2018
NZX Settlement of Retail Shortfall Bookbuild and Allotment of New Shares under the Retail Entitlement Offer
and Retail Shortfall Bookbuild
Friday
18 May 2018
Trading of NewShares on NZX issued under the Retail Entitlement Offer
1
Friday
18 May 2018
Trading of New Shares on ASX issued under the Retail Entitlement Offer
2
Monday
21 May 2018
Despatch of holding statements in respect of New Shares issued under the Retail Entitlement OfferMonday
21 May 2018
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
1.The New Shares have been accepted for quotation by NZX
2.An application will be made to ASX for quotation of the New Shares
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Offer Details
23
Entitlement Offer
•1 for 4.46 accelerated pro-rata entitlement offer (“Offer”) at NZ$4.80 per share to raise approximately
NZ$750m
•Approximately 156.3m of new shares tobe issued by Fletcher Building (22.4% of current shares on issue)
•Offer is fully underwritten
Entitlement Price
•NZ$4.80or the A$ Price
(1)
per new share (“Offer Price”). The Offer Price represents a:
»23.4% discount to last close price on NZX of NZ$6.27 on 16April2018
»20.0% discount to the Theoretical Ex-Rights Price (“TERP”)
(2)
»20.3% discount to the 10-dayVolume-Weighted Average Price (‘VWAP’) on the NZX
Institutional
E
ntitlement Offer
•Institutional Entitlement Offer will be conducted from Tuesday, 17 April 2018 to Wednesday, 18 April 2018
•Entitlements not taken up and entitlements of ineligible institutional shareholders will be offered for sale in
the institutional book-build to be conducted on Wednesday, 18 April and Thursday, 19 April 2018
Retail Entitlement
O
ffer
•Retail Entitlement Offer will open Monday, 23 April 2018 and close Friday, 11 May 2018
•Entitlements not taken up and entitlements of ineligible retail shareholders will be offered for sale in the retail
book-build to beconducted on Tuesday, 15 May 2018
Ranking
•New shares issued under the Offer will rank equally in all respects with Fletcher Building’s existing ordinary
shares
Application of
P
roceeds
•All net proceeds from the Offer (expected to be NZ$725m after transaction costs) will be used to repay
existing debt.
•The precise application of the netOffer proceeds and resulting structure of Fletcher Building’s debt facilities
will depend on the outcome of discussions with USPP Noteholders.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
1.The A$ Price will be the Australian dollar equivalent of NZ$4.80 which will be determined using the RBA A$/NZ$ exchange rate on Thursday, 19 April at 4pm
(Sydney time)
2.TERP is the Theoretical Ex-Rights Price at which Fletcher Building shares should trade immediately after the ex-date for the Offer. TERP is a theoretical calculation
only and the actual price at which Fletcher Building shares trade immediately after the ex-date for the Offer will depend on many factors and may not be equal to
TERP. TERP is calculated by reference to Fletcher Building’s closing price on 16 April 2018.

43
Fletcher Building Limited | Announcement / Investor Presentation
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Selling restrictions relating to the Offer (cont.)
26
The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the Entitlements or the New Shares purchased
pursuant to the Offer Document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary
of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the votingsecurities required by law to be owned by the directors of that subsidiary)
shall have a statutory right of action for damages and/or rescission against Fletcher Building if this presentation or any amendment thereto contains a misrepresentation. If a purchaser elects to
exercise the right of action for rescission, the purchaser will have no right of action for damages against Fletcher Building. This right of action for rescission or damages is in addition to and without
derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this presentation contains a misrepresentation, a purchaser
who purchases the Entitlements and the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and
has a right of action for damages or, alternatively, may elect to exercise a right of rescission against Fletcher Building, provided that (a) Fletcher Building will not be liable if it proves that the purchaser
purchased such securities with knowledge of the misrepresentation; (b) in an action for damages, Fletcher Building is not liable for all or any portion of the damages that Fletcher Building proves does
not represent the depreciation in value of such securities as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which such securities
were offered.
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the
transaction that gave rise to the cause of action; or (b) in the case of any action, other than an action for rescission, theearlier of (i) 180 days after the purchaser first had knowledge of the fact giving
rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right the
purchaser may have.
Certain Canadian income tax considerations
Prospective purchasers of the Entitlements and the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of such
securities as any discussion of taxation related matters in this presentation is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for
investors in the Provinces.
Language of documents in Canada.
Upon receipt of this presentation, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including
for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réceptionde cedocument, chaqueinvestisseurcanadienconfirmepar les présentes
qu’ila expressémentexigéquetousles documents faisantfoiouse rapportantde quelquemanièrequecesoità la ventedes valeursmobilièresdécritesaux présentes(incluant, pour plus de
certitude, touteconfirmation d’achatoutout avis) soientrédigésen anglaisseulement.
European Economic Area – Germany and Netherlands
This presentation has been prepared on the basis that all offers of Entitlements and New Shares will be made pursuant to an exemption under theDirective 2003/71/EC ("Prospectus Directive"), as
amended and implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to publish a prospectus for offers of securities. An offer to the
public of Entitlements and New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as
implemented in the Relevant Member State:
•to any legal entity that is authorized or regulated to operate in the financial markets or whose main business is to invest in financial instruments;
•to any legal entity that satisfies two of the following three criteria: (i) balance sheet total of at least €20,000,000; (ii) annual net turnover of at least €40,000,000 and (iii) own funds of at least
€2,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);
•to any person or entity who has requested to be treated as a professional client in accordance with the EU Markets in Financial Instruments Directive (Directive 2014/65/EC, "MiFIDII"); or
•to any person or entity who is recognisedas an eligible counterparty in accordance with Article 30 of the MiFIDII.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Selling restrictions relating to the Offer
25
This presentation does not constitute an offer of entitlements (“Entitlements”) or new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be
unlawful. In particular, this presentation may not be distributed to any person, and the Entitlements and New Shares may not be offered or sold, in any country outside New
Zealand and Australia except to the extent permitted below.
Australia
The Offer will be made to Australian resident Shareholders without a prospectus in accordance with section 708AA of the Corporations Act 2001 (Cth) (as modified by ASIC
Corporations (Non-Traditional Rights Issue) Instrument 2016/84 and ASIC Instrument 18-0268). This presentation is not a prospectus, product disclosure statement or any
other form of disclosure document regulated by the Corporations Act and has not been and will not be lodged with ASIC. Accordingly, this presentation may not contain all
information which a prospective investor may require to make a decision whether to subscribe for New Shares and it does not contain all of the information which would
otherwise be required by Australian law to be disclosed in a prospectus. Neither ASIC or ASX take any responsibility for thecontents of this presentation.
Canada (British Columbia, Ontario and Quebec provinces)
The offering of Entitlements and New Shares under the Offer will only be made in the Provinces of British Columbia, Ontario and Quebec (the
Provinces
) and to those persons
to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This presentation is not, and under no circumstances is to be
construed as, an advertisement or a public offering of securities in the Provinces. This presentation may only be distributed in the Provinces to persons that are "accredited
investors" within the meaning of NI 45-106 – Prospectus and Registration Exemptions, of the Canadian Securities Administrators.
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this presentation, the merits of the Entitlements or the New Shares or
the offering of such securities and any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of Entitlements or New Shares or the resale of such securities. Any person in the
Provinces lawfully participating in the Offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by
the securities regulator in the applicable Province. Furthermore, any resale of the Entitlements or the New Shares in the Provinces must be made in accordance with applicable
Canadian securities laws which may require resalesto be made in accordance with exemptions from dealer registration and prospectus requirements.
Fletcher Building as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within
Canada upon Fletcher Building or its directors or officers. All or a substantial portion of the assets of Fletcher Building and such persons may be located outside Canada and,
as a result, it may not be possible to satisfy a judgment against Fletcher Building or such persons in Canada or to enforce aju dgment obtained in Canadian courts against
Fletcher Building or such persons outside Canada.
The financial information contained in this presentation has been prepared consistent with the measurement principles as disclosed by the Fletcher Building group in its
Statement of Accounting Policies contained within the 30 June 2017 Annual Report, and the 31 December 2017 Half Year Review. Theaccounting policies adopted by the
Directors are in accordance with Generally Accepted Accounting Practice in New Zealand, which is the New Zealand equivalent to International Financial Reporting Standards
(NZ IFRS). They are also in accordance with International Financial Reporting Standards.
Unless stated otherwise, all dollar amounts contained in this presentation are in New Zealand dollars.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both,
when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and
are subject to the defencescontained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their
respective Province for the particulars of these rights or consult with a legal adviser.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018

44
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Selling restrictions relating to the Offer (cont.)
28
Japan
The Entitlements and the New Shares have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No.
25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional
Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the Entitlements and the New
Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan otherthan Qualified Institutional Investors. Any Qualified
Institutional Investor who acquires Entitlements or New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any
such person of Entitlements or New Shares is conditional upon the execution of an agreement to that effect.
Malaysia
This presentation may not be distributed or made available in Malaysia. No approval from, or recognition by, the Securities Commission of Malaysia has been or will be
obtained in relation to any offer of Entitlements or New Shares. The Entitlements and the New Shares may not be offered or soldin Malaysia except pursuant to, and to
persons prescribed under, Part I of Schedule 6 of the Malaysian Capital Markets and Services Act.
Norway
This presentation has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29June 2007. Accordingly,
this presentation shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Actof2007. The Entitlements and
the New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in Norwegian Securities Regulation of 29 June 2007 no.
876 and including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived the protection as non-
professional in accordance with the procedures in this regulation).
Singapore
This presentation and any other materials relating to the Entitlements and the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore
with the Monetary Authority of Singapore. Accordingly, this presentation and any other document or materials in connection with the offer or sale, or invitation for
subscription or purchase, of Entitlements and New Shares, may not be issued, circulated or distributed, nor may the Entitlementsand New Shares be offered or sold, or be
made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions
in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the
conditions of any other applicable provisions of the SFA.
This presentation has been given to you on the basis that you are (i) an existing holder of Fletcher Building’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a
"relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of thecategories set out above, please return this
presentation immediately. You may not forward or circulate this presentation to any other person in Singapore.
Any offer is not made to you with a view to the Entitlements or the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in
Singapore that may be applicable to investors who acquire Entitlements or New Shares. As such, investors are advised to acquaintthemselves with the SFA provisions relating
to resale restrictions in Singapore and comply accordingly.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Selling restrictions relating to the Offer (cont.)
27
France
This presentation is not being distributed in the context of a public offering of financial securities (offreau public de titresfinanciers) in France within the meaning of Article
L.411-1 of the French Monetary and Financial Code (Code monétaireet financier) and Articles 211-1 et seq. of the General Regulation of the French Autoritédes marchés
financiers ("AMF"). The Entitlements and the New Shares have not been offered or sold and will not be offered or sold, directlyor indirectly, to the public in France.
This presentation and any other offering material relating to the Entitlements and the New Shares have not been, and will not be, submitted to the AMFfor approval in France
and, accordingly, may not be distributed (directly or indirectly) to the public in France. Such offers, sales and distributions have been and shall only be made in France to
qualified investors (investisseursqualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II- 2, D.411-1, L.533-16, L.533-20, D.533-11, D.533-
13, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.
Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the Entitlements and the New Shares cannot be distributed (directly or
indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.
Hong Kong
WARNING: This presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance(Cap. 32) of
Hong Kong, nor has it been authorisedby the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Lawsof
Hong Kong (the "SFO"). No action has been taken in Hong Kong to authoriseor register this presentation or to permit the distribution of this presentation or any documents
issued in connection with it. Accordingly, the Entitlements and the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional
investors" (as defined in the SFO).
No advertisement, invitation or document relating to the Entitlements and the New Shares has been or will be issued, or has beenor will be in the possession of any person for
the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other than with respect to Entitlements and the New Shares that are or are intended to be disposed of only to persons
outside Hong Kong or only to professional investors. No person allotted Entitlements or New Shares may sell, or offer to sell, such securities in circumstances that amount to
an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offer. If youare in
doubt about any contents of this presentation, you should obtain independent professional advice.
Ireland
The information in this presentation does not constitute a prospectus under any Irish laws or regulations and this presentation has not been filed with or approved by any Irish
regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive
2003/71/EC) Regulations 2005, as amended (the "Prospectus Regulations"). The Entitlements and the New Shares have not been offered or sold, and will not be offered, sold
or delivered directly or indirectly in Ireland by way of a public offering, except to "qualified investors" as defined in Regulation 2(l) of the Prospectus Regulations.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018

45
Fletcher Building Limited | Announcement / Investor Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Selling restrictions relating to the Offer (cont.)
29
Switzerland
The Entitlements and the New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated
trading facility in Switzerland. This presentation has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the
Swiss Code of Obligations or the disclosure standards for listing prospectuses under the listing rules of any stock exchange or regulated trading facility in Switzerland. Neither
this presentation nor any other offering or marketing material relating to the Entitlements and the New Shares may be publicly distributed or otherwise made publicly available
in Switzerland.
The Entitlements and the New Shares will only be offered to regulated financial intermediaries such as banks, securities dealers,in surance institutions and funds management
companies as well as institutional investors with professional treasury operations. This presentation is personal to the recipient and not for general circulation in Switzerland.
Neither this presentation nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swissregulatory authority.
In particular, this presentation will not be filed with, and the offer of Entitlements and New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority.
United Kingdom
Neither this presentation nor any other document relating to the Offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no
prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in
respect of the Entitlements or the New Shares.
This presentation is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and these securities may
not be offered or sold in the United Kingdom by means of this presentation, any accompanying letter or any other document, except in circumstances which do not require
the publication of a prospectus pursuant to section 86(1) of the FSMA. This presentation should not be distributed, published or reproduced, in whole or in part, nor may its
contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Entitlements
or the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in
circumstances in which section 21(1) of the FSMA does not apply to Fletcher Building.
In the United Kingdom, this presentation is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling
within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005("FPO"), (ii) who fall within the categories of
persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii)to whom it may otherwise be lawfully
communicated (together "relevant persons"). The investments to which this presentation relates are available only to, and any offer or agreement to purchase will be engaged
in only with, relevant persons. Any person who is not a relevant person should not act or rely on this presentation or any of its contents.
United States
This presentation may not be distributed to, or relied upon by, any person in the United States. The New Shares 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 or sold,directly or indirectly, in the United States or to or for
the account or benefit of any person in the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and
any other applicable U.S. state securities laws.
Fletcher Building Strategy, Capital Structure and Trading Update April 2018

46
Fletcher Building Limited |
NZX waivers
NZX has granted Fletcher Building a waiver from Listing
Rule 7.11.1 in respect of the Offer, subject to certain terms
and conditions, to enable Fletcher Building to allot the New
Shares under the Institutional Entitlement Offer six Business
Days after the close of the Institutional Entitlement Offer.
The waiver was granted on the condition that allotment of
the New Shares to be issued under the Institutional
Entitlement Offer occurs six Business Days after the closing
date of the Institutional Entitlement Offer.
Fletcher Building will also rely on the NZX class waiver for
accelerated entitlement offers, dated 13 June 2017, in
respect of the Offer.
The following is a summary of each aspect of the
class waiver relied on, and its corresponding conditions
and effect:
(a) Waiver from Listing Rule 7.3.1(a), permitting Fletcher
Building to not obtain Shareholder approval for the
issue of New Shares in connection with the Offer. This
waiver is subject to the condition that the issue be
conducted in accordance with Listing Rule 7.3.4(a)
(read in conjunction with Listing Rules 7.3.4(d) to
7.3.4(h)), except for the requirement in Listing Rule
7.3.4(a) that the Offer is renounceable (provided that
New Shares not taken up by Eligible Shareholders are
offered under the Bookbuilds and that such Bookbuilds
are undertaken in accordance with the Offer
Document).
(b) Waiver from Listing Rule 7.10.1, enabling Eligible
Institutional Shareholders to be notified of their
Entitlement prior to the Record Date and enabling
notification to occur by means other than physical
letters of entitlement.
(c) Waiver from Listing Rule 7.10.2, to the extent it would
otherwise require the Institutional Entitlement Offer to
remain open for 12 Business Days, subject to the
condition that Fletcher Building’s announcement of the
Offer, and this Offer Document, clearly state that a
shorter than usual offer period will apply to Eligible
Institutional Shareholders under the Institutional
Entitlement Offer.
(d) Waiver from Listing Rule 7.10.8, to the extent it would
otherwise require Fletcher Building to notify NZX of the
Offer five Business Days prior to the ex-date for the
Offer, subject to the condition that the Offer is notified
to NZX in accordance with Listing Rule 7.10.8 no later
than the ex-date for the Offer.
(e) Waiver from Listing Rule 9.2.1, to the extent it would
otherwise require Fletcher Building to obtain Shareholder
approval for the participation of Related Parties of
Fletcher Building in the Offer. This waiver is conditional
upon the Independent Directors certifying specified
matters in relation to the terms of the Offer and the entry
into and allocation of shares under the Offer.
ASIC relief
Fletcher Building has applied for, and ASIC has granted,
a modification of the cleansing notice requirements of
section 708AA of the Corporations Act. The relief allows
Fletcher Building to satisfy the cleansing notice
requirements of section 708AA by complying with the
cleansing notice requirements under New Zealand law.
Other information
Other information
07.

47
Fletcher Building Limited |
Administration Agents means the Underwriter and/or its
respective U.S. broker-dealer affiliate acting in its capacity
as administration agent with respect to the U.S. Private
Placement.
Applicant means an investor whose application for New
Shares has been received by the Registrar.
Application means an application to subscribe for New
Shares under this Offer Document.
Application Monies means monies received from
Applicants in respect of their Applications.
Application Price means NZ$4.80 per New Share (or the
A$ Price) per New Share.
Approved U.S. Investor means a limited number of
persons that are not Shareholders as at the Record Date
that are located in the United States and that Fletcher
Building and the Administration Agent have pre-identified
(in advance of the Offer) and determined to be either:
(i) QIBs that are acting for their own account or for the
account or benefit of one or more persons, each of
whom is a QIB; or
(ii) Eligible U.S. Fund Managers,
and in each case whose participation in the U.S. Private
Placement Fletcher Building and the Administration Agent
have expressly approved.
Approved U.S. Shareholder means those Shareholders
(including those persons on whose account or for whose
benefit such Shareholders are acting, as applicable) as of
the Record Date and as of the date of the Underwriting
Agreement that are located in the United States that
Fletcher Building has determined to be either:
(i) QIBs that are acting for their own account or for the
account or benefit of one or more persons, each of
whom is a QIB; or
(ii) Eligible U.S. Fund Managers,
and, in each case, whose participation in the U.S. Private
Placement, Fletcher Building and the Administration Agent
have expressly approved.
ASIC means the Australian Securities and Investments
Commission.
ASX means ASX Limited or the market it operates as the
context requires.
ASX Broker means any ASX participating organisation.
ASX Listing Rules means the listing rules of the ASX as
they apply to Fletcher Building as a foreign exempt listed
issuer, as amended from time to time and for so long as
Fletcher Building is admitted to the official list of such
exchange.
Australian Tax Act means the Income Tax Assessment Act
1936 (Cth) and Income Tax Assessment Act 1997 (Cth) as
applicable.
Authorised Financial Advisor means a financial advisor
who is registered on the New Zealand Financial Service
Providers Register.
A$ Price means the Australian dollar equivalent of the
Application Price (as expressed in New Zealand dollars),
calculated in accordance with the terms of this Offer
Document.
Board means the board of directors of Fletcher Building.
Bookbuilds means the Institutional Bookbuild and Retail
Bookbuild.
Business Day means a time between 8.30am and 5.30pm
(NZ time) on a day on which NZX is open for trading.
Canada for the purposes of the definition of Institutional
Investor and for the Institutional Entitlement Offer and
Institutional Bookbuild means the provinces of British
Columbia, Ontario and Quebec only.
Corporations Act means the Australian Corporations Act
2001 (Cth).
Eligible Australian Retail Shareholder means an Eligible
Retail Shareholder with a registered address in Australia as
at 9.00pm (NZ time) / 7.00pm (Sydney time) on the Record
Date.
Eligible Institutional Shareholder means a Shareholder
who, as at 9.00pm (NZ time) on the Record Date:
(a) has an address in New Zealand, Australia, Canada,
France, Germany, Hong Kong, Ireland, Japan, Malaysia,
the Netherlands, Norway, Singapore, Switzerland or the
United Kingdom and is not in the United States and not
acting for the account of or benefit of a person in the
United States, or is a Shareholder in the United States
that is an Approved U.S. Shareholder or an Approved
U.S. Investor;
(b) is an Institutional Investor (or the nominee of an
Institutional Investor); and
(c) is invited to participate in the Institutional Entitlement
Offer,
Glossary
Glossary
08.

48
Fletcher Building Limited |
provided that it does not include any Shareholder who
Fletcher Building and the Lead Manager agree will be an
Ineligible Institutional Shareholder for the purposes of
the Offer.
Eligible Retail Shareholder means a Shareholder with
a registered address in New Zealand or Australia as at
9.00pm (NZ time) / 7.00pm (Sydney time) on the Record
Date, who is not in the United States or not acting for the
account or benefit of a person in the United States and
is not an Eligible Institutional Shareholder or Ineligible
Institutional Shareholder.
Eligible Shareholder means an Eligible Retail Shareholder
or Eligible Institutional Shareholder.
Eligible U.S. Fund Managers means dealers or other
professional fiduciaries organised or incorporated in the
United States that are acting for an account (other than an
estate or trust) held for the benefit or account of persons
that are not “U.S. persons” (as defined in Regulation S under
the Securities Act) for which they have and are exercising
investment discretion, within the meaning of Rule 902(k)(2)
(i) of Regulation S under the U.S. Securities Act.
Entitlement means the right to subscribe for 1 New Share
for every 4.46 Existing Shares at the Application Price under
the Offer.
Entitlement and Acceptance Form means the
personalised entitlement and acceptance form provided to
Eligible Retail Shareholders.
Existing Share means a fully paid ordinary share in Fletcher
Building on issue at 9.00pm (NZ time) / 7.00pm (Sydney
time) on the Record Date.
Ineligible Institutional Shareholder means a Shareholder
(or a beneficial holder of shares) that is an Institutional
Investor (or who, if in New Zealand, would in the opinion
of the Lead Manager, be likely to be an Institutional
Investor) who:
(a) is outside the jurisdictions noted in the definition of
‘Institutional Investor’;
(b) is in the United States, unless such person is an
Approved U.S. Shareholder; or
(c) the Lead Manager and Fletcher Building agree will be
an Ineligible Institutional Shareholder for the purposes
of the Offer.
In exercising its discretion, the Underwriter and Fletcher
Building (as the case may be) may have regard to a number
of matters, including legal and regulatory requirements and
logistical and registry constraints.
Ineligible Retail Shareholder means a Shareholder who is
not an Eligible Retail Shareholder, Eligible Institutional
Shareholder or Ineligible Institutional Shareholder.
Ineligible Shareholders means Shareholders other than
Eligible Shareholders.
Institutional Bookbuild means the bookbuild process
conducted by the Lead Manager under Entitlements that
are not taken up by Eligible Institutional Shareholders,
together with Entitlements which would have been issued
to Ineligible Institutional Shareholders had they been
entitled to participate, are offered for sale to Institutional
Investors (which may include Eligible Institutional
Shareholders, whether or not they take up their full
Entitlement under the Offer).
Institutional Entitlement Offer means the offer of New
Shares to Eligible Institutional Shareholders.
Institutional Investor means a person to whom the
Underwriter, in its opinion, believes that offers, and issues
of New Shares, may lawfully be made without the need for
disclosure to investors:
(a) in New Zealand, who Fletcher Building considers is an
institutional, habitual, or sophisticated investor
(including a “wholesale investor” under the Financial
Markets Conduct Act 2013);
(b) in Australia, who Fletcher Building considers is a person
to whom an offer of shares for issue may be lawfully
made without disclosure under Part 6D.2 of the
Corporations Act 2001 because of sections 708(8) to
708(12) of the Corporations Act 2001;
(c) in Canada, who Fletcher Building considers is an
accredited investor as defined in Section 1.1 of National
Instrument 45-106 – Prospectus and Registration
Exemptions of the Canadian Securities Administrators;
(d) in France, who Fletcher Building considers is a qualified
investor as such term is defined in Articles L.411-2-II-2,
D.411-1, L.533-16, L.533-20, D.533-11 and D.533-13 of the
French Monetary and Financial Code;
(e) in Germany, who Fletcher Building considers is a
“qualified investor” within the meaning of the European
Prospectus Directive (Directive 2003/71/EC) as
amended and implemented in Germany;
(f) in Hong Kong, who Fletcher Building considers is a
“professional investor” as defined in the Securities
and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong;
(g) in Ireland, who Fletcher Building considers is a
“qualified investor” (as defined in the Irish Prospectus
(Directive 2003/71/EC) Regulations 2005, as amended);
Glossary

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Fletcher Building Limited |
(h) in Japan, who Fletcher Building considers is a
“qualified institutional investor” (as defined under the
Financial Instruments and Exchange Law of Japan
(Law No. 25 of 1948));
(i) in Malaysia, who Fletcher Building considers is a person
prescribed under Part I of Schedule 6 of the Malaysian
Capital Markets and Services Act;
(j) in the Netherlands, who Fletcher Building considers is a
“qualified investor” within the meaning of the European
Prospectus Directive (Directive 2003/71/EC) as
amended and implemented in the Netherlands;
(k) in Norway, who Fletcher Building considers is a
“professional client” as defined in Norwegian Securities
Regulation of 29 June 2007 no. 876;
(l) in Singapore, who Fletcher Building considers is an
“institutional investor” or a “relevant person” as defined
in Subdivision (4) Division 1, Part XIII of the Securities
and Futures Act, Chapter 289 of Singapore;
(m) in Switzerland, who Fletcher Building considers is an
institutional investor (i) subject to Swiss or foreign
prudential supervisions such as a bank, securities
dealer, insurance institution or fund management
company; or (ii) with professional treasury operations;
(n) in the United Kingdom, who Fletcher Building
considers is a “qualified investor” within the meaning
of section 86(7) of the Financial Services and Markets
Act 2000;
(o) in the United States, who is an Approved U.S.
Shareholder or an Approved U.S. Investor participating
in the U.S. Private Placement; or
(p) any other person to whom Fletcher Building and the
Lead Manager consider the Offer may be made
without the need for a lodged prospectus or other
formality (other than a formality with which Fletcher
Building is willing to comply),
and, in each case (other than paragraph (o)), who is not
acting for the account or benefit of a person in the United
States and subject to the foregoing may include retail
brokers bidding on behalf of their clients, or if that person
(and any person for whom such person is acting) is in the
United States, an Approved U.S. Shareholder or an
Approved U.S. Investor, and, subject to the foregoing, may
include brokers bidding on behalf of their clients.
Institutional Premium means the amount realised in
New Zealand dollars (if any) to purchase Entitlements
offered for sale in the Institutional Bookbuild.
Institutional Settlement Date means the date of
settlement of New Shares under the Institutional
Entitlement Offer and Institutional Bookbuild, being 26 April
2018 on the ASX and 27 April 2018 on the NZX Main Board.
Lead Manager means Macquarie Securities (NZ) Limited,
although services may be provided by any of its affiliates,
including Macquarie Capital (New Zealand) Limited.
New Share means a fully paid ordinary share in Fletcher
Building offered under the Offer of the same class as (and
ranking equally in all respects with) Existing Shares at the
time of allotment of the New Shares.
NZ$ or $ means the lawful currency of New Zealand.
NZX means NZX Limited.
NZX Firm means an entity designated as an NZX Firm
under the Participant Rules of NZX.
NZX Listing Rules means the listing rules of the NZX Main
Board, as amended from time to time and for so long as
Fletcher Building is admitted to the official list of such
exchange.
NZX Main Board means the main board equity securities
market operated by NZX.
Offer means the offer of New Shares pursuant to the
Institutional Entitlement Offer, Institutional Bookbuild, U.S.
Private Placement, Retail Entitlement Offer and
Retail Bookbuild.
Offer Document means this document.
Premium means the Institutional Premium and/or the Retail
Premium. For the avoidance of doubt, the Premium does
not include the Application Price payable to Fletcher
Building by Institutional Investors who acquire Entitlements
under the Bookbuilds.
QIB means a “qualified institutional buyer” as defined in
Rule 144A under the U.S. Securities Act.
Record Date means 9.00pm (NZ time) / 7.00pm (Sydney
time) on 19 April 2018.
Registrar means Computershare Investor Services Limited.
Retail Bookbuild means the bookbuild process conducted
by the Lead Manager under which Entitlements that are not
taken up by Eligible Retail Shareholders, together with
Entitlements which would have been issued to Ineligible
Retail Shareholders had they been entitled to participate,
are offered for sale to Institutional Investors (which may
include Eligible Institutional Shareholders whether or not
they take up their full Entitlement under the Offer).
Retail Entitlement Offer means the offer of New Shares to
Eligible Retail Shareholders.
Retail Premium means the amount realised in
New Zealand dollars (if any) for Entitlements sold in the
Retail Bookbuild.
Glossary

50
Fletcher Building Limited | Glossary
Share means one fully paid ordinary share in Fletcher
Building.
Shareholder means a registered holder of Shares on issue.
Underwriter means Macquarie Securities (NZ) Limited,
although services may be provided by any of its affiliates,
including Macquarie Capital (New Zealand) Limited.
Underwriting Agreement means the agreement entered
into between Fletcher Building and the Underwriter, a
summary of the principal terms of which are set out in Part
5: Details of the Offer under the heading ‘Underwriting
Agreement’.
United States or U.S. means the United States of America.
U.S. Private Placement means the offer of New Shares by
Fletcher Building to Approved U.S. Shareholders and
Approved U.S. Investors as part of the Institutional
Entitlement Offer, Institutional Bookbuild or Retail
Bookbuild.
U.S. Securities Act means the U.S. Securities Act of 1933,
as amended.

51
Fletcher Building Limited |
Issuer
Fletcher Building Limited
810 Great South Road
Penrose
Auckland 1061
New Zealand
Directors of Fletcher Building Limited
Sir Ralph Norris Chairman
Antony Carter Director
Bruce Hassall Director
Alan Jackson Director
Cecilia Tarrant Director
Steven Vamos Director
Registrar
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand
Or
Private Bag 92119
Auckland 1142
New Zealand
Telephone: +64 9 488 8777
or +61 3 9415 4083 (Australia)
Facsimile: +64 9 488 8787
Website: www.investorcentre.com/nz
Lead Manager and Underwriter
Macquarie Securities (NZ) Limited
Level 17, Lumley Centre
88 Shortland Street
PO Box 2006 Shortland Street
Auckland
Legal Adviser
Bell Gully
Level 21
Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Or
PO Box 4199
Auckland 1140
New Zealand
Directory
Directory
09.
insight
creative.co.nz

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumber
Date
Nature of event
BonusIf ticked,
Rights Issue
Tick as appropriate
Issue
state whether:Taxable
/ Non TaxableConversionInterestRenouncable
Rights Issue
CapitalCallDividend
If ticked, stateFull
non-renouncable
X
change
whether:
InterimYearSpecial
DRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Description of theISIN
class of securities
If unknown, contact NZX
Number of Securities toMinimum
Ratio, e.g
be issued following eventEntitlement
1 for 2 for
Conversion, Maturity, Call
Treatment of Fractions
Payable or Exercise Date
Tick if
provide an
pari passu
OR
explanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
ranking
Monies Associated with Event
Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.
Source of
Amount per securityPayment
(does not include any excluded income)
Excluded income per security
(only applicable to listed PIEs)
SupplementaryAmount per security
Currencydividendin dollars and cents
details -
NZSX Listing Rule 7.12.7
Total monies
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Give details)
Foreign
FDP Credits
Withholding Tax(Give details)
Timing
(Refer Appendix 8 in the NZSX Listing Rules)
Record Date 5pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conversion Date.
Notice DateAllotment Date
Entitlement letters, call notices,For the issue of new securities.
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
19 April 2018 9.00pm NZ timeInstitutional 18/4/2018; Retail 11/5/2018
24 April 2018Institutional 27/4/2018; Retail 18/5/2018
N/AN/AN/A
N/AN/A
NZDN/A
Approximately $750 million
Date Payable
N/A
N/ARounded up to nearest new share
Enter N/A if not
applicable
X
N/A
NZFBUE0001S0
Ordinary SharersNZFBUE0001S0
In dollars and cents
N/A
$4.800
156,287,094 (subject to rounding)14.46
Ordinary Shares
+64 9 525 900017042018
EMAIL: announce@nzx.com
Notice of event affecting securities
Fletcher Building Limited
Charles Bolt - Company SecretaryDirectors' Resolution

---

Rul e 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

I nfor mati on or documents not avai l abl e now must be gi ven to ASX as soon as avai l abl e. I nfor mati on and
documents gi ven to ASX become ASX’ s pr oper ty and may be made publ i c.
I ntroduced 01/07/96 Ori gi n: A ppendi x 5 A mended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13


N ame of ent i t y
Fletcher Building Limited

ABN
35 096 046 936

We (the enti ty) gi ve A SX the f ol l owi ng i nf ormati on.


Part 1 - All issues
You must compl ete the r el evant secti ons (attach sheets i f ther e i s not enough space).

1
+
Cl ass of
+
secur i t i es i ssued or t o
be i ssued

Ful l y pai d ordi nary shar es (N ew Shar es)


2 Number of
+
secur i t i es i ssued or t o
be i ssued (i f known) or maxi mum
number whi ch may be i ssued

Up to 156,287,094 N ew Shar es t o be i ssued
under the f ul l y underwri tten accel erated pro-
rata enti tl ement of f er announced to A SX on 17
A pri l 2018 (Entitlement Off er).
The Enti tl ement Of f er consi sts of an
i nsti tuti onal component (I nstitutional
E nt i t l ement O f f er
) and a retai l component
(Retail Entitlement Offer).

The f i nal number of New Shares i ssued and the
spl i t of t hose N ew Shar es bet w een t he
I nsti tuti onal Entit l ement Of f er and t he Ret ai l
Entitlement Offer is still to be finalised and is
subj ect to the reconci l i ati on of sharehol der
enti tl ements and roundi ng.

+ See chapter 19 f or def i ned terms.

A ppendi x 3B Page 2 04/03/2013
3 Pr i nci pal t er ms of t he
+
secur i t i es
( e. g. i f opt i ons, ex er ci se pr i ce and
ex pi r y dat e; i f par t l y pai d
+
securi ti es, the amount outstandi ng
and due dat es f or pay ment ; i f
+
conv er t i bl e secur i t i es, t he
conversi on pri ce and dates f or
conversi on)
T he N ew Shar es w i l l be on t he same t er ms as
exi sti ng f ul l y pai d ordi nary shares i n Fl etcher
Building Limited (E x i sting Shar es).







4 D o t he
+
secur i t i es r ank equal l y i n
al l r espect s f r om t he
+
i ssue dat e
wi th an exi sti ng
+
cl ass of quoted
+
secur i t i es?

I f t he addi t i onal
+
securi ti es do not
r ank equal l y , pl ease st at e:
• t he dat e f r om w hi ch t hey do
• the extent to whi ch t hey
par t i ci pat e f or t he nex t
di v i dend, ( i n t he case of a t r ust ,
di stri buti on) or i nterest
pay ment
• the extent to whi ch they do not
rank equal l y, other than i n
r el at i on t o t he nex t di v i dend,
di stri buti on or i nterest payment
Y es, t he N ew Shar es w i l l r ank equally in all
r espect s w i t h t he Existing Shar es f r om t he dat e
of i ssue.


5 I ssue pri ce or consi derati on

NZ$4.80 (or the A$ Price) per New Share.

The A$ Price will be the A ustral i an dol l ar
equi val ent of NZ$4.80 det er mi ned usi ng the
RBA AUD/NZD exchange rate on Thursday 19
A pri l 2018 at 4.00pm (Sydney ti me). The A $
Pri ce wi l l be announced on Fri day 20 A pri l
2018.



6 Pur pose of t he i ssue
( I f i ssued as consi der at i on f or t he
acqui si t i on of asset s, cl ear l y
i dent i f y t hose asset s)






Fl etcher Bui l di ng Limited will use the net
proceeds f rom the Enti tl ement Of f er to
st r engt hen i t s bal ance sheet
and enabl e a
permanent sol uti on to i ts current bank an USPP
posi ti ons.

6a I s t he ent i t y an
+
eligible entity that
has obt ai ned secur i t y hol der
approval under rul e 7.1A ?

I f Y es, compl ete secti ons 6b – 6h
i n r el ati on to the
+
secur i t i es t he
subj ect of thi s Appendi x 3B, and
compl y wi th secti on 6i
N/A


6b T he dat e t he secur i t y hol der
resol uti on under rul e 7.1A was
passed
N/A


6c Number of
+
secur i t i es i ssued
wi thout securi ty hol der approval
under rul e 7.1
N/A


6d Number of
+
secur i t i es i ssued w i t h
secur i t y hol der appr ov al under r ul e
7.1A
N/A


6e Number of
+
secur i t i es i ssued w i t h
secur i t y hol der appr ov al under r ul e
7.3, or another speci f i c securi ty
hol der approval (speci f y date of
meet i ng)

N/A


6f Number of
+
secur i t i es i ssued under
an ex cept i on i n r ul e 7. 2
N/A


6g If
+
secur i t i es i ssued under r ul e
7. 1A , w as i ssue pr i ce at l east 75%
of 15 day V W A P as cal cul at ed
under rul e 7.1A .3? I ncl ude the
+
i ssue dat e and bot h v al ues.
I ncl ude the source of the V WA P
calculation.
N/A


6h If
+
secur i t i es w er e i ssued under
rul e 7.1A f or non-cash
consi der at i on, st at e dat e on w hi ch
v al uat i on of consi der at i on w as
r el eased t o A SX M ar k et
A nnouncements
N/A


6i Cal cul at e t he ent i t y ’ s r emai ni ng
i ssue capaci t y under r ul e 7. 1 and
rul e 7.1A – compl et e A nnex ur e 1
and r el ease t o A SX M ar k et
A nnouncements
N/A