Notice of 2018 Annual Shareholders’ Meeting

Notice of 2018 Annual Shareholders’ Meeting

Auckland, 19 October 2018: Notice is hereby given that the 2018 Annual
Shareholders’ Meeting of Fletcher Building Limited (“the Company”) will be held on
Tuesday 20 November 2018 at 10.30am in the Level 4 Lounge, South Stand, Eden
Park, Reimers Avenue, Kingsland, Auckland, New Zealand.

The annual shareholders’ meeting will be a hybrid meeting where shareholders can
participate by attending either in person or participate virtually via an online platform
web.lumiagm.com
. By using Lumi AGM, shareholders will be able to watch the
meeting, vote and ask questions remotely from a smartphone, tablet or desktop
device.

A live recording of the meeting will also be broadcast on the Company’s website
https://fletcherbuilding.com/investor-centre/reports-presentations-and-webcasts/
.

Attached are the following documents which are being sent to shareholders today:
- Notice of Annual Shareholders’ Meeting;
- Voting/Proxy Form; and
- Virtual Annual Shareholders’ Meeting Guide

#Ends

For further information please contact:

MEDIA
Marie Winfield
Head of Communications
+64 27 488 9888
marie.winfield@fbu.com
INVESTORS AND ANALYSTS
Rodney Deacon
Head of Investor Relations
+64 21 631 074
Rodney.deacon@fbu.com

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Notice of
Annual
Shareholders’
Meeting
Notice is hereby given that
the 2018 Annual Shareholders’
Meeting of Fletcher Building
Limited (“the Company”) will
be held in the Level 4 Lounge,
South Stand, Eden Park,
Reimers Avenue, Kingsland,
Auckland, New Zealand on
Tuesday 20 November 2018,
commencing at 10.30am.

Business
A. Chairman’s Address
B. Chief Executive Officer’s Review
C. Resolutions
To consider and, if thought fit, to pass the following
ordinary resolutions:
Resolution 1 – Election of Martin Brydon
That Martin Brydon be elected as a director of
the Company.
Resolution 2 – Election of Barbara Chapman
That Barbara Chapman be elected as a director
of the Company.
Resolution 3 – Election of Rob McDonald
That Rob McDonald be elected as a director of
the Company.
Resolution 4 – Election of Doug McKay
That Doug McKay be elected as a director of
the Company.
Resolution 5 – Election of Cathy Quinn
That Cathy Quinn be elected as a director of
the Company.
Resolution 6 – Re-election of Steve Vamos
That Steve Vamos be re-elected as a director of
the Company.
Resolution 7 – Auditor fees and expenses
That the directors be authorised to fix the fees and
expenses of the auditor.
To be passed, each of these resolutions requires the approval
of a simple majority of the votes cast by the holders of the
Ordinary Shares entitled to vote and voting at the meeting
in person or by proxy or representative.
By order of the Board
Charles BoIt
Group General Counsel and Company Secretary
Auckland, New Zealand
19 October 2018
Procedural Notes
1. Persons entitled to vote
The 2018 annual shareholders’ meeting will be a hybrid meeting.
Voting on all resolutions put before the meeting will be by poll. Voting
entitlements for the meeting will be determined at 10.30am on
Sunday 18 November 2018 based on the registered shareholdings at
that time. Results of the voting will be notified to the NZX and ASX.
2. Casting your vote
You may cast your vote in one of three ways:
(a) Personal attendance – If you wish you can attend the
meeting in person or participate virtually via an online platform
web.lumiagm.com provided by the Company’s share registrar,
Computershare Investor Services Limited.
(b) Postal voting – You can cast a postal vote instead of attending
the meeting in person or appointing a proxy to attend. Charles
Bolt, the Group General Counsel and Company Secretary, has
been authorised by the Board to receive and count postal votes
at the meeting.
(c) Appointing a proxy to vote – All shareholders entitled to attend
and vote at the meeting may appoint a proxy or (in the case of
a corporate shareholder) representative to attend and vote on
their behalf. A proxy need not be a shareholder of the Company.
You can appoint the chairman of the meeting or any director as
your proxy.
The chairman of the meeting and the directors will vote in favour
of all resolutions marked “Proxy Discretion”. If you have ticked the
“Proxy Discretion” box and your named proxy does not attend
the meeting or you have not named a proxy, the chairman of the
meeting will act as your proxy. All directed votes for, against or
abstain on each resolution will be treated as a postal vote.
You can also lodge your postal vote or proxy appointment online
at www.investorvote.co.nz or by scanning the QR code on the
Voting/Proxy Form with your smartphone. Alternatively, you can
complete the Voting/Proxy Form and post in the envelope provided
or email to corporateactions@computershare.co.nz.
Voting/Proxy Forms must be lodged at the office of the Company’s
share registrar, Computershare Investor Services Limited, Level 2,
159 Hurstmere Road, Takapuna, Auckland 0622, Private Bag 92119,
Auckland 1142 not later than 10.30am on Sunday 18 November 2018.
Voting/Proxy Forms received after that time may not be valid for the
annual shareholders’ meeting.
3. Online proxy and postal voting
To vote online you must enter your CSN/Securityholder number
and postcode/country of residence and the secure access Control
Number that is located in the front of your Voting/Proxy Form or
follow the prompts in the email you received.
Venue Location
4. Shareholder questions
Shareholders present at the annual shareholders’ meeting will have the
opportunity to ask questions during the meeting. If you cannot attend
the meeting but would like to ask a question, you can submit a question
online by going to www.investorvote.co.nz and completing the online
validation process or by using the Voting/Proxy Form. Questions need
to be submitted by 10.30am on Sunday 18 November 2018. The main
themes will be aggregated and responded to at the meeting. The
Company reserves the right not to address questions that, in the
Board’s opinion, are not reasonable in the context of an annual
shareholders’ meeting.
5. Webcast
A live recording of the annual shareholders’ meeting will be broadcast
on the Company’s website www.fletcherbuilding.com/investor-
centre/reports-presentations-and-webcasts.
Eden Park is well served by rail and bus services. Kingsland train
station is a short walk from Eden Park.
There will be a limited number of car parks available at the
South Stand (through car park entrance G, off Reimers Avenue)
on a first come, first serve basis. Extra parking will be available
behind the ASB Stand (via car park entrance B or C, off Walters
Road). Please allow for a 5-10 minute walk from there to the
South Stand.
N
Eden Park
Car parks
WALTERS ROAD
REIMERS AVENUE
BELLWOOD AVENUE
ROYAL TERRACE
SANDRINGHAM ROAD
NEW NORTH ROAD
SANDRINGHAM ROAD
CRICKET AVENUE
RALEIGH STREET
ASB Stand
South Stand
West Stand
East Stand
Car parks
KINGSLAND
TRAIN STATION
LEVEL 4, LOUNGE
SOUTH STAND
KOWHAI STREET
GATE
C
GATE
B
GATE
G
Procedural Notes – cont.

Rob McDonald
BCom, FCA
Independent Non-Executive Director
TERM OF OFFICE
Appointed director 1 September 2018
BOARD COMMITTEES
Chairman of the Audit and Risk Committee and Member of
the Nominations Committee
Rob McDonald’s finance career spans over 30 years’ with a strong track
record in financial and risk management, developed over two decades
with Air New Zealand. As the airline’s chief financial officer, he received
a number of accolades during his career, including CFO of the Year in
the Deloitte Top 200 in 2015 and the Fairfax Media New Zealand CFO
of the Year award in 2010. Rob is the chairman of Contact Energy
Limited and is a director of the Chartered Accountants of Australia
and New Zealand and Sovereign Assurance Company Limited.
Doug McKay
ONZM, BA, AMP (Harvard), CMInstD
Independent Non-Executive Director
TERM OF OFFICE
Appointed director 1 September 2018
BOARD COMMITTEES
Chairman of the Safety, Health, Environment and
Sustainability Committee, Member of the Audit and Risk
Committee and Member of the Nominations Committee
Doug brings considerable business leadership and commercial
experience, as the former chief executive of major manufacturing and
distribution businesses in New Zealand and Australia, such as Lion
Nathan, Carter Holt Harvey, Goodman Fielder, Sealord and Independent
Liquor. He was the inaugural chief executive of the amalgamated
Auckland Council until the end of 2013. In 2015 Doug was made an
Officer of the New Zealand Order of Merit for services to business and
local government. Doug is the chairman of Bank of New Zealand and
Eden Park Trust Board and is a director of Genesis Energy Limited, IAG
New Zealand Limited and National Australia Bank.
Election and Re-election of Directors
[Resolutions 1, 2, 3, 4, 5 and 6]
Under our Constitution, and as required by the
NZX Main Board Listing Rules:
(a) any person appointed as a director by the Board may
hold office only until the next annual meeting of the
Company, but is then eligible for election at that meeting.
(b) at least one third of the directors (or the number nearest
to one third) must retire by rotation at the annual meeting
of the Company each year, but shall be eligible for
re-election at that meeting. Those required to retire are
those who have been longest in office since they were
last elected.
Martin Brydon, Barbara Chapman, Rob McDonald, Doug
McKay and Cathy Quinn were appointed to the Board on
1 September 2018 and, being eligible, offer themselves
for election.
Steve Vamos, being the director who has been longest in
office since last elected and, being eligible, offers himself
for re-election.
The Board unanimously recommend that shareholders vote
in favour of the election of Martin Brydon, Barbara Chapman,
Rob McDonald, Doug McKay and Cathy Quinn and the
re-election of Steve Vamos. They are all considered by
the Board to be independent directors.
Auditor fees and expenses [Resolution 7]
EY is automatically reappointed as auditor under section 207T
of the Companies Act 1993 (“Act”). The proposed resolution
is to authorise the Board, under section 207S of the Act, to fix
the fees and expenses of the auditor.
Barbara Chapman
BCom, CMInstD
Independent Non-Executive Director
TERM OF OFFICE
Appointed director 1 September 2018
BOARD COMMITTEES
Member of the Nominations Committee and Member
of the Remuneration Committee
Barbara brings extensive and diverse trans-Tasman executive experience
to the Board having served as chief executive and managing director
of ASB Bank for seven years and having held a number of senior
executive roles responsible for marketing, communications, human
resources, life insurance and retail banking in New Zealand and Australia.
She has an extensive list of professional achievements to her credit,
including being named New Zealand Herald’s 2017 Business Leader of
the Year. Barbara is the chairman of Genesis Energy Limited and is a
director of New Zealand Media and Entertainment (NZME).
Martin Brydon
MBA, FAICD, FAIM, Dip Elect Eng,
Dip Elron Eng
Independent Non-Executive Director
TERM OF OFFICE
Appointed director 1 September 2018
BOARD COMMITTEES
Member of the Nominations Committee and Member of the
Safety, Health, Environment and Sustainability Committee
Martin has more than 40 years’ experience in the Australian building
products sector, having started his career as an indentured engineering
cadet with BHP. He progressed to general management roles with
Cockburn Cement Limited, where he then served as chief executive
officer from 1998-1999. Martin joined Adelaide Brighton Limited an
ASX100 building products company in 1999 and held a number of
general management roles before his appointment as chief executive
officer and managing director in 2014. In May this year Martin announced
his intention to retire after four years in the position.
Cathy Quinn
ONZM, LLB
Independent Non-Executive Director
TERM OF OFFICE
Appointed director 1 September 2018
BOARD COMMITTEES
Member of the Audit and Risk Committee, Member
of the Nominations Committee and Member of the Safety,
Health, Environment and Sustainability Committee
Cathy Quinn is one of New Zealand’s foremost commercial and
corporate lawyers with significant expertise in governance, equity
capital markets, mergers and acquisitions and private equity services.
Cathy was the chair of MinterEllisonRuddWatts for eight years,
during a period of transformation and significant growth. In 2016
Cathy was made an Officer of the New Zealand Order of Merit for
services to law and women. Cathy is a director of Tourism Holdings
Limited, and a board member of New Zealand Treasury and the
New Zealand China Council.
Steve Vamos
BEng (Hons)
Independent Non-Executive Director
TERM OF OFFICE
Appointed director 6 July 2015,
last elected 2015 annual meeting
BOARD COMMITTEES
Member of the Nominations Committee and Member
of the Remuneration Committee
Steve Vamos has more than 30 years’ experience in the information
technology, internet and online media industries. He is the chief
executive officer of Xero Limited, a global online platform providing
accounting software for businesses and their advisors. Steve is a
member of the Advisory Board of the University of Technology
Sydney Business School. He has held senior management roles at
IBM, Apple, ninemsn in Australia and Microsoft Corporation in Australia
and the USA.
Explanatory Notes

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VOTING/PROXY FORM
Online
www.investorvote.co.nz
By Post
Computershare Investor Services Limited
Private Bag 92119 OR GPO Box 3329
Auckland 1142 Melbourne VIC 3001
New Zealand Australia
By Fax
+64 9 488 8787
For all enquiries contact
By Phone
+ 64 9 488 8777
By Email
corporateactions@computershare.co.nz
The 2018 Annual Shareholders’ Meeting of Fletcher Building Limited (“the Company”) will be held on
Tuesday 20 November 2018 at 10.30am in the Level 4 Lounge, South Stand, Eden Park, Reimers Avenue,
Kingsland, Auckland, New Zealand.
www.investorvote.co.nz
Lodge your proxy online, (24/7 access) by 10.30am on Sunday 18 November 2018.
Your secure access information
Control Number:
CSN/Securityholder Number:
To vote online you’ll need the above Control Number, your CSN/Securityholder Number
and postcode/or country of residence if you reside outside of New Zealand.
To be effective as a postal vote or proxy, the Voting/Proxy Form must be received by 10.30am on Sunday 18 November 2018
Attending the Meeting
1. Voting on all resolutions put before the meeting will be by poll.
2. If you propose to attend the meeting, please bring this Voting/Proxy Form
intact to the meeting as the barcode will assist in your registration.
3. If you propose to not attend the meeting but wish to vote by postal vote,
or appoint a proxy, please complete and post this form or complete either
process online. Please do not appoint a proxy if you are voting by postal vote.
4. The persons who will be entitled to vote at the annual shareholders’
meeting are those persons (or their proxies or representatives) registered
as holding Ordinary Shares on Fletcher Building Limited’s share register
at 10.30am on Sunday 18 November 2018.
Postal Vote
5. You can cast a postal vote instead of attending the meeting in person
or appointing a proxy to attend.
6. Charles Bolt, the Group General Counsel and Company Secretary, has
been authorised by the Board to receive and count postal votes at the
meeting.
7. If you return your postal vote without indicating on any resolution how
you wish to vote, you will be deemed to have abstained from voting on
that resolution.
8. If you complete the postal vote section and also appoint a proxy, your
postal vote will take priority over your proxy appointment.
Proxy Appointment
9. All shareholders entitled to attend and vote at the meeting may appoint
a proxy or (in the case of a corporate shareholder) representative to
attend and vote on their behalf. A proxy need not be a shareholder of
the Company. You can appoint the chairman of the meeting or any
director as your proxy.
10. The chairman of the meeting and the directors will vote in favour of all
resolutions marked “PROXY DISCRETION”.
11. If you have ticked the “PROXY DISCRETION” box and your named proxy
does not attend the meeting or you have not named a proxy, the
chairman of the meeting will act as your proxy.
12. All directed votes FOR, AGAINST or ABSTAIN on each resolution will be
treated as a postal vote.
Signing Instructions
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be
signed by the shareholder or his or her duly authorised attorney.
Companies
Where a shareholder is a company or corporate shareholder, this
Voting/Proxy Form must be signed by a duly authorised officer or attorney.
Trusts
Where a shareholder is a trust, this Voting/Proxy Form should be signed by
at least one trustee in accordance with the relevant trust deed (using the
rules for an individual, or a company, as applicable).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be
signed by at least one partner in accordance with the rules governing the
partnership (using the rules for an individual or a company, as applicable).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy Form (on behalf
of all joint shareholders). If a joint shareholder votes differently from another
joint shareholder, the vote of the shareholder named first in the share register
will be counted.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of attorney
or a certified copy must, unless already provided to Fletcher Building Limited,
accompany the Voting/Proxy Form together with a completed certificate of
“non-revocation of authority”.
Viewing and voting from the Lumi AGM app
Please follow the instructions set out in the attached Virtual Annual
Shareholders’ Meeting Guide. We recommend that you complete the
set-up prior to the meeting commencing.
If you have any questions about appointing your proxy, or require
assistance with Lumi AGM app, please contact Computershare Investor
Services Limited on +64 9 488 8777 between 8.30am to 5.00pm or email
corporateactions@computershare.co.nz
Go online to www.investorvote.co.nz to cast your postal vote or lodge
your proxy or please TURN OVER to complete the Voting/Proxy Form.
Scan this QR Code
with your Smartphone
and Vote online.
Lodge your Postal Vote or Proxy

Postal Voting (To use if you will not attend the meeting and are not submitting your postal vote online)
I wish to vote by postal vote (please tick the box). My voting intentions are indicated in the resolutions section below.
Appointment of a Proxy (for use if you will not attend the meeting but wish someone to represent you and vote on your behalf at the meeting)
I/We being a shareholder(s) of Fletcher Building Limited (“the Company”) and entitled to attend and vote hereby appoint:
of
(Full Name)
Or failing him/her:
(Proxy Contact Details – Phone/Email/Address)
of
(Full Name)(Proxy Contact Details – Phone/Email/Address)
as my/our proxy to vote for me/us on my/our behalf at the annual shareholders’ meeting of the Company to be held at 10.30am on Tuesday 20 November 2018, and at
any adjournment or postponement of that meeting, and to vote as my/our proxy thinks fit on any resolutions to amend any of the resolutions, or any resolution so
amended and on any other resolution proposed at the annual shareholders’ meeting (or any adjournment thereof) so as to give effect to my/our intention as set out
below where possible. In the event I/we have not expressed any intention (in my/our proxy’s sole opinion) my/our proxy may vote at his/her discretion.
A proxy need not be a shareholder of the Company. If you wish, you may appoint as your proxy ‘The Chairman of the Meeting’.
Resolutions (for postal and proxy voting). Please tick only ONE box in respect of each resolution
Cast a postal vote, or instruct a proxy to vote, by placing a tick (✔) in the relevant box. If you have appointed a proxy and want him/her
to decide how to vote on the resolution, please mark the box ‘Proxy Discretion’. If you tick the ‘Abstain’ box for a particular resolution,
you are directing your proxy NOT to vote on that resolution. Your vote will not be counted when calculating the majority for that resolution.
Proxy Discretion is NOT APPLICABLE in the case of a postal vote.
ATTENDANCE SLIP
The 2018 Annual Shareholders’ Meeting of Fletcher Building
Limited will be held on Tuesday 20 November 2018 at
10.30am in the Level 4 Lounge, South Stand, Eden Park,
Reimers Avenue, Kingsland, Auckland, New Zealand.
Signature of Shareholder(s)
Shareholder 1 Shareholder 2Shareholder 3
Or a duly authorised officer or attorneyOr a duly authorised officer or attorneyOr a duly authorised officer or attorney
Day time telephone: signed this day of 2018
Shareholder Questions
Shareholders present at the annual shareholders’ meeting will have the opportunity to ask questions during the meeting. If you cannot attend
the meeting but would like to ask a question, you can submit a question online by going to www.investorvote.co.nz and completing the
online validation process or complete the question section below and post in the envelope provided. Questions need to be submitted by
10.30am on Sunday 18 November 2018. The main themes will be aggregated and responded to at the meeting. The Company reserves the
right not to address questions that, in the Board’s opinion, are not reasonable in the context of an annual shareholders’ meeting.
Question:
Electronic Investor Communications
If you received the Notice of Meeting and Voting/Proxy Form by mail and wish to receive your future investor communications by email
please provide your email address below:
FORAGAINST ABSTAIN
PROXY
DISCRETION
1. That Martin Brydon be elected as a director of the Company.
■■■■
2. That Barbara Chapman be elected as a director of the Company.
■■■■
3. That Rob McDonald be elected as a director of the Company.
■■■■
4. That Doug McKay be elected as a director of the Company.
■■■■
5. That Cathy Quinn be elected as a director of the Company.
■■■■
6. That Steve Vamos be re-elected as a director of the Company.
■■■■
7. That the directors be authorised to fix the fees and expenses of the auditor.
■■■■

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Meeting ID: 301-214-885
Virtual Annual Shareholders’
Meeting Guide
GETTING STARTED
Fletcher Building Limited 2018 annual shareholders’ meeting is viewable from smartphone, tablet or desktop devices. In order to participate
online you will need to either:
(a) download the Lumi AGM app from the Apple App or Google Play Stores−search for Lumi AGM; or
(b) visit web.lumiagm.com on your desktop or mobile device. Lumi AGM supports the latest versions of Chrome, Safari, Internet Explorer,
Edge and Firefox. Ensure that your browser is compatible.
Accessing the
virtual meeting
Once you have either downloaded the Lumi
AGM app or entered web.lumiagm.com
into your web browser, you’ll be prompted
to enter the Meeting ID and accept the terms
and conditions.
You will then be required to enter your:
• username (CSN/Securityholder Number);
• password (postcode, or country code
for overseas residents)
Navigating
Lumi AGM
When successfully authenticated, the
info screen will be displayed. You can
view company information, ask questions
and watch the webcast.
If you would like to watch the webcast press
the broadcast icon
at the bottom of
the screen.
TO LOG IN, YOU MUST HAVE THE FOLLOWING INFORMATION
USING LUMI AGM
New Zealand Residents
Username (CSN/Securityholder Number)
and Password (postcode for your
registered address).
Overseas Residents
Username (CSN/Securityholder Number) and
Password (three-character ISO3 country code)
e.g. AUS is the ISO3 code for Australia.
You can find a full list at
www.computershare.com/iso3
Appointed Proxy
A username and password will be provided
by Computershare Investor Services to proxy
holders prior to the meeting.
If you have not received your username and
password, please contact Computershare
Investor Services on +64 9 488 8777 between
8.30am to 5.00pm Monday to Friday.
How to vote in
Lumi AGM
The chairman will open voting on all
resolutions at the start of the meeting. Once
the voting has opened, will appear on
the navigation bar at the bottom of the screen.
From here, the resolutions and voting choices
will be displayed.
To vote, simply select your voting direction
from the options shown on screen. To change
your vote, simply select another direction.
Once the chairman has opened voting,
voting can be performed at any time during
the meeting until the chairman closes the
voting on the resolutions.

Access company
documents
Links to the Notice of Meeting and Annual
Report are present on the info screen .
When you click on a link, the selected
document will open in your browser.
Data usage for streaming the annual
shareholders’ meeting or downloading
documents via the Lumi AGM platform
varies depending on individual use, the
specific device being used for streaming
or download (Android, iPhone, etc) and
the network connection (3G, 4G).
Asking a
question
Any shareholder or appointed proxy attending
the meeting is eligible to ask questions. If you
would like to ask a question, select then
type and submit your question.
Questions sent via the Lumi AGM online
platform will be moderated before being sent
to the chairman. This is to avoid repetition and
remove any inappropriate language.
Please note that not all questions may be able
to be answered during the time set aside for
questions at the meeting.
Watching
the webcast
If you would like to watch the webcast press
the broadcast icon on the screen.
The video and/or slides will appear shortly
after (dependant on the speed of your
internet connection).
Remote entry to the Annual Shareholders’ Meeting will open at 10.15am on Tuesday 20 November 2018
VOTING AT A GLANCE
Step 1
Open Lumi AGM and enter
the Meeting ID shown in
top right corner
Step 2
Enter your username and
password (CSN/Securityholder
Number and postcode)
Step 3
When the poll is opened,
click and select your
desired voting direction
Meeting ID: 301-214-885