Steel & Tube Update Letter to Shareholders

17 October 2018




Dear Steel & Tube shareholder


We look forward to welcoming you to our annual shareholders meeting in Auckland on Thursday
25 October. You can also view the meeting online. Details are in the Notice of Meeting which has been
made available to all shareholders. If you cannot make the meeting, I would strongly encourage you
to appoint a proxy, such as myself as chair, to record your support for the company.
In our last letter to you on 10 October 2018 we advised that we did not support Fletcher Building’s
non-binding indicative offer (NBIO) of $1.70 per share, as it significantly undervalued the company
and the proposal would face challenging issues for clearance under the Commerce Act. On Friday
evening 12 October Fletcher Building increased its NBIO to $1.90 per share plus a permitted special
dividend of up to 5 cent per share payable on completion of any scheme. Shareholders should note
that the Board intends to pay interim and final dividends that in total, having regard for our earnings
guidance and our dividend policy, would likely exceed the amount proposed.

The Board met over the weekend to consider the revised NBIO.
Given the new NBIO was at a price closer to (but still below) our financial adviser’s view of Steel &
Tube’s intrinsic value, excluding the company’s share of any synergies, your Board had resolved to
take the additional step of commissioning an independent expert valuation. The Board had informally
advised Fletcher Building of this at 5pm on Sunday and followed up with a letter, at 8am on Monday
15 October. Surprisingly, later that morning Fletcher Building announced it was withdrawing its offer
to acquire the company.
The approach from Fletcher Building was unsolicited. It came at a time when we had completed
significant financial restructuring of the business, and paid down our borrowings through a capital
raise which was supported by our shareholders, and as we are starting to see the benefits of our
business turn-around strategy. Your Directors carefully considered the proposal and the two NBIOs
to ensure that the interests of shareholders as a whole were considered.
Following receipt of the initial NBIO, we promptly engaged financial advisers, First NZ Capital and legal
advisors, Chapman Tripp. The financial adviser’s view of Steel & Tube’s intrinsic value is between
$1.95 and $2.36 per share. This excludes the synergy benefits that would be expected from bringing
the two businesses together, some of which usually accrue to the shareholders of the company being
taken over, i.e. yourselves.
Stay up to date at www.steelandtube.co.nz/investor-update

The independent valuation was expected to take 3-4 weeks, from the time of receipt of the revised
NBIO. We felt this was an important step to ensure that the interests of shareholders as a whole were
taken into account before the Board considered a formal recommendation. In particular, we wanted
to ensure the revised offer price from Fletcher Building was appropriately assessed against an
independent expert’s view of the value of your shares. The outcome of this would have been a key
factor in the Board determining whether to proceed further with the revised offer from Fletchers, and
such a report would have needed to be done before the deal was presented to you to vote on.
I can assure you that your Board took all appropriate steps in a timely manner to respond to Fletcher
Building, engaging advisers to act on Steel & Tube’s behalf for both valuation and the challenging
issues for clearance under the Commerce Act (the outcome of which in the view of your Board was
difficult to assess and problematic)
Our key focus remains on executing our business turn-around strategy and delivering results, that will
gain market confidence and be reflected in our share-price. However, we will continue to evaluate
strategies and opportunities that deliver the best value to shareholders.
For convenience, a copy of the proxy form is attached or can be completed by visiting
www.investorvote.co.nz.
.
Yours sincerely

On behalf of the Board
Susan Paterson, Chair



STAY IN TOUCH WITH ELECTRONIC COMMUNICATIONS:
To stay in touch and receive timely updates from Steel & Tube, we encourage you to elect to
receive all your Steel & Tube shareholder communications electronically by visiting
www.investorcentre.com/nz.
Existing users should login, select ‘My Profile’ and click on the ‘Update’ button on the
‘Communication Preferences’ tile. For new users, click on ‘Create Login’ and follow the steps
to create your User ID and password.

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By Mail
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By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
Lodge your proxy
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
CSN/Securityholder Number:
You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to appoint your proxy or exercise your vote online.
For your proxy to be effective it must be received by 2.00pm on Tuesday 23 October 2018
Go online to lodge your proxy or turn over to complete the form.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the meeting, or any other Director, is willing to act as proxy for any shareholder
who wishes to appoint him or her for that purpose. To do this, enter 'the Chair'
or the name of your proxy in the space allocated in 'Step 1'of this form.
Alternatively you can appoint a proxy online at www.investorvote.co.nz
If, in appointing a proxy, you inadvertently do not name someone to be your
proxy (either online or on the enclosed proxy form), or your named proxy does
not attend the meeting, the Chair of the meeting will be your proxy and will vote
in accordance with your express direction.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not tick any box for a particular resolution, or the form is
otherwise unclear, then your proxy will abstain from voting. If you mark more
than one box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder is to attend the meeting you may need to provide evidence of
your authorisation prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
At least one joint securityholder should sign this form (on behalf of all joint
securityholders). If different joint securityholders purport to appoint different
proxies, the vote of the proxy appointed by the first named joint securityholder
will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney should be produced to
the Company with this Proxy Form.
Companies
This form must be signed by a Director, authorised signatory or attorney.
Please sign in the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.

STEP 1
ATTENDANCE SLIP
SIGN
Contact Name Contact Daytime Telephone Date
STEP 2
hereby appointof
or failing him/her
of
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
I/We being a shareholder/s of Steel and Tube Holdings Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Shareholders' Meeting of Steel &
Tube Holdings Limited to be held in the Guineas 3 Room, Ellerslie Event Centre, 80-100 Ascot Avenue, Ellerslie, Auckland, New Zealand, on Thursday 25 October
2018, commencing at NZT 2.00pm and at any adjournment of that meeting.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be
counted in computing the required majority.
Items of Business - Voting Instructions/Ballot Paper
Signature of Securityholder(s) This section must be completed.
Securityholder 1
or Individual/Authorised Officer or attorney
Securityholder 2
or Individual/Authorised Officer or attorney
Securityholder 3
or Individual/Authorised Officer or attorney
Annual Shareholders' Meeting of Steel & Tube Holdings
Limited to be held in the Guineas 3 Room, Ellerslie Event
Centre, 80-100 Ascot Avenue, Ellerslie, Auckland, New
Zealand, on Thursday 25 October 2018, commencing at NZT
2.00pm.
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ForAgainst
Proxy's
DiscretionAbstain
Ordinary Business
Resolution 1That the Directors be authorised to fix the fees and expenses of PricewaterhouseCoopers as the
Company’s auditor.
Resolution 2That Susan Paterson, who retires by rotation and is eligible for re-election, be re-elected as a Director of
the Company.
Resolution 3That Anne Urlwin, who retires by rotation and is eligible for re-election, be re-elected as a Director of the
Company.
Resolution 4That John Johnston be elected by shareholders as a Director of the Company.