Notice of 2021 Annual Shareholders’ Meeting

Fletcher Building Limited, Private Bag 92114, Auckland 1142, 810 Great South Road, Penrose, Auckland 1061, New Zealand



Notice of 2021 Annual Shareholders’ Meeting

Auckland, 20 September 2021: The 2021 Annual Shareholders’ Meeting of Fletcher
Building Limited will be held on Tuesday, 19 October 2021 at 2.00pm NZT.

The Meeting will be held as an online meeting only, via the Computershare Meeting
Platform, where shareholders can watch the meeting, vote, and ask questions from a
smartphone, tablet or desktop device. Please refer to the attached Online Meeting
Guide for information on to how to attend.

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

The attached documents are being sent to shareholders today:
- Notice of Annual Shareholders’ Meeting
- Voting/Proxy Form
- Online Meeting Guide

Authorised by:
Chris Reid
Company Secretary

#ENDS


For further information please contact:

MEDIA
Christian May
General Manager – Corporate Affairs
+64 21 305 398
Christian.May@fbu.com
INVESTORS AND ANALYSTS
Aleida White
Head of Investor Relations
+64 21 155 8837
Aleida.White@fbu.com

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Business
A. Chair’s Address
B. Chief Executive Officer’s Review
C. Resolutions
To consider and, if thought fit, to pass the following
ordinary resolutions (which require the approval of a simple
majority of the votes cast):
Resolution 1 – Re-election of Rob McDonald
That Rob McDonald be re-elected as a director of the
Company.
Resolution 2 – Re-election of Doug McKay
That Doug McKay be re-elected as a director of the
Company.
Resolution 3 – Re-election of Cathy Quinn
That Cathy Quinn be re-elected as a director of the
Company.
Resolution 4 – Auditor fees and expenses
That the directors be authorised to fix the fees and
expenses of the auditor.
By order of the Board
Chris Reid
Company Secretary
Auckland, New Zealand
20 September 2021
Notice of
Annual
Shareholders’
Meeting
This is notice that the 2021
Annual Shareholders' Meeting of
Fletcher Building Limited will be
held on Tuesday 19 October 2021,
commencing at 2.00 pm NZT.
The 2021 Annual Shareholders' Meeting
will be held at 2.00 pm NZT as an online
meeting only via the Computershare
Meeting Platform.
For information on how to participate
online at the meeting, please refer to
the Procedural Notes within and the
attached Online Meeting Guide.
Explanatory Notes
Re-election of directors [Resolutions 1, 2, and 3]
Under our Constitution and as required by the NZX Listing Rules,
a director must not hold office (without re-election) past the third
annual meeting following the director's appointment or 3 years,
whichever is longer. Rob McDonald, Doug McKay and Cathy Quinn
were last elected at the 2018 annual meeting, and being eligible, they
seek re-election at this meeting.
The Board unanimously recommends that shareholders vote in
favour of the re-election of each of Rob McDonald, Doug McKay
and Cathy Quinn. They are all considered by the Board to be
independent directors.
Rob McDonald
BCom, FCA
Independent Non-Executive Director
TERM OF OFFICE
Appointed director 1 September 2018,
last elected 2018 annual meeting.
BOARD COMMITTEES
Chair of the Audit and Risk Committee, Member of
the Nominations Committee and Member of the
Remuneration Committee.
Rob'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 Chair of Contact Energy Limited,
a director of AIA New Zealand Limited and the Chartered Accountants
of Australia and New Zealand, and a member of the University of
Auckland Council.

Auditor fees and expenses [Resolution 4]
EY is automatically reappointed as auditor of the Company under the
Companies Act 1993. The proposed resolution is to authorise the Board,
under that Act, to fix the fees and expenses of the auditor.
Doug McKay
ONZM, BA, AMP (Harvard), CMInstD
Independent Non-Executive Director
TERM OF OFFICE
Appointed director 1 September 2018,
last elected 2018 annual meeting.
BOARD COMMITTEES
Chair 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 CEO 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 CEO 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 Chair
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.
Cathy Quinn
ONZM, LLB
Independent Non-Executive Director
TERM OF OFFICE
Appointed director 1 September 2018,
last elected 2018 annual meeting.
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 practiced as one of New Zealand's foremost commercial and
corporate lawyers for over 30 years. 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 Fonterra Co-operative Group Limited, Tourism Holdings
Limited and Rangatira Limited. She is Pro-Chancellor of the University of
Auckland Council and chairs Fertility Associates Holdings Limited.
Procedural Notes
1. Persons entitled to vote
Voting on all resolutions put before the 2021 Annual Shareholders'
meeting will be by poll. Voting entitlements for the meeting will be
determined at 2.00 pm NZT on Sunday 17 October 2021 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) Personally - You can participate and cast your vote at the
meeting online via the Computershare Meeting Platform
https://meetnow.global/nz. To access the meeting, click ‘Go’
under the Fletcher Building meeting and then click ‘Join Meeting
Now’. Select ‘Shareholder’ on the login screen and enter your CSN/
Securityholder Number and post code (or country of residence if
outside of New Zealand). Please also refer to the attached Online
Meeting Guide for more information.
(b) Postal - You can cast a postal vote instead of attending the online
meeting or appointing a proxy.
(c) Appointing a proxy - All shareholders entitled to vote at the
meeting may appoint a proxy or (in the case of a corporate
shareholder) a representative who can vote on their behalf.
3. Proxy and Postal Voting
You can lodge your postal vote or proxy appointment:
(a) Online - at www.investorvote.co.nz or by scanning the QR code
on the Voting/Proxy Form with your smartphone.
(b) Post/email - by completing the Voting/Proxy Form attached to
your Notice of Meeting and posting it in the envelope provided or
emailing it to corporateactions@computershare.co.nz.
Voting/Proxy Forms must be received at Computershare Investor
Services by 2.00 pm NZT on Sunday 17 October 2021. Voting/
Proxy Forms received after that time will not be valid for the annual
shareholders' meeting.
Chris Reid, Company Secretary, has been authorised by the Board to
receive and count postal votes.
4. Proxies and Corporate Representatives
A proxy need not be a shareholder of the Company. You can appoint
the Chair of the meeting or any director as your proxy. The Chair 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 (but otherwise completed the Voting/Proxy Form in full), the
Chair will act as your proxy. All directed votes (For, Against or Abstain)
on each resolution will be treated as a postal vote.
5. Shareholder questions
Shareholders will have the opportunity to ask questions during the
meeting via the Computershare meeting platform from their desktop
or mobile devices (refer to the attached Online Meeting Guide for
more information).
Shareholders may also submit questions in advance of the meeting to
www.investorvote.co.nz or by using the Voting/Proxy Form.
The Company reserves the right not to address questions that, in
the Chair's opinion, are not reasonable in the context of an annual
shareholders' meeting.
6. Webcast
A live recording of the meeting will be broadcast on the Company’s
website www.fletcherbuilding.com/investor-centre/reports-
presentations-and-webcasts.
Explanatory Notes (cont.)

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The 2021 Annual Shareholders’ Meeting of Fletcher Building Limited will be held on Tuesday 19 October
2021 at 2.00 pm NZT.
The 2021 Annual Shareholders’ Meeting will be held as an online meeting only through the Computershare Meeting Platform
http://meetnow.global/nz. Shareholders can attend and vote at the online meeting in accordance with the instructions below
and as set out in the Online Meeting Guide. If you propose not to attend the online meeting, but wish to appoint a proxy, please
complete this form in accordance with the instructions below.
VOTING/PROXY FORM
www.investorvote.co.nz
Lodge your proxy online, (24/7 access) by 2.00 pm NZT on Sunday 17 October 2021.
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.
Scan this QR Code
with your Smartphone
and Vote online.
To be effective as a postal vote or proxy appointment, the Voting/Proxy Form must be received by 2.00 pm NZT on Sunday 17 October 2021.
Attending the Online Meeting
1. Voting on all resolutions put before the meeting will be by poll.
2. Shareholders can attend the online meeting through the Computershare
Meeting Platform https://meetnow.global/nz. To access the meeting, click ‘Go’
under the Fletcher Building meeting and then click ‘JOIN MEETING NOW’. By
using the meeting platform, you will be able to watch the meeting, vote and ask
questions online using your smartphone, tablet or desktop device. Please refer to
the enclosed Online Meeting Guide for more information. You will need the latest
version of Chrome, Safari, Edge or Firefox to access the meeting. Please ensure
your browser is compatible.
3. If you propose to not attend the online 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 2.00 pm NZT on Sunday 17
October 2021.
Postal Vote
5. You can cast a postal vote instead of attending the online meeting or appointing
a proxy to attend.
6. Chris Reid, Company Secretary, has been authorised by the Board to receive and
count postal votes.
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 Chair of the meeting or any director as your proxy. You may still participate
in the online meeting even if you have appointed a proxy (but will not be able to
vote if a proxy has been appointed).
10. The Chair 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 (but otherwise completed
the Voting/Proxy Form in full), the Chair 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.
Tru sts
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 Computershare Meeting Platform.
Please follow the instructions set out in the attached Online 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 Computershare Meeting Platform, please contact Computershare
Investor Services Limited on 0800 650 034 or +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.
By Email
corporateactions@computershare.co.nz
By Phone
+ 64 9 488 8777
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
For all enquiries contact
Lodge your Postal Vote or Proxy

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 2.00 pm NZT on Tuesday 19 October 2021,
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 Chair of the Meeting’.
I wish to vote by postal vote (please tick the box). My voting intentions are indicated in the resolutions section below.
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. You vote will not be counted when calculating the majority for that resolution. Proxy Discretion is NOT
APPLICABLE in the case of a postal vote.
(Full Name)
Or failing him/her:
Shareholder 1Shareholder 2Shareholder 3
(Full Name)
(Proxy Contact Details – Phone/Email/Address)
(Proxy Contact Details – Phone/Email/Address)
of
of
I/We being a shareholder(s) of Fletcher Building Limited (“the Company”) and entitled to attend and vote hereby appoint:
Postal Voting (To use if you will not attend the online meeting and are not submitting your postal vote online)
Appointment of a Proxy (for use if you will not attend the online meeting but wish someone to represent you and vote on your behalf at the meeting)
Shareholder Questions
Shareholders will have the opportunity to ask questions during the meeting from their desktop or mobile devices via the Computershare
Meeting Platform https://meetnow.global/nz. You can also submit questions in advance of the meeting 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 must be
submitted by 2.00 pm NZT on Sunday 17 October 2021. The Company reserves the right not to address questions that, in the Chair’s opinion, are
not reasonable in the context of an Annual Shareholders’ Meeting.
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:
Ordinary ResolutionsFORAGAINSTABSTAIN
PROXY
DISCRETION
1. That Rob McDonald be re-elected as a director of the Company.
2. That Doug McKay be re-elected as a director of the Company.
3. That Cathy Quinn be re-elected as a director of the Company.
4. That the directors be authorised to fix the fees and expenses of the auditor.
Day time telephone:signed thisday of2021
Resolutions (for postal and proxy voting). Please tick only ONE box in respect of each resolution
Signature of Shareholder(s)
Or a duly authorised officer or attorneyOr a duly authorised officer or attorneyOr a duly authorised officer or attorney
Question:
For information on how to participate at the 2021 Annual
Shareholders’ Meeting via the Computershare Meeting
Platform, please refer to the attached Online Meeting Guide

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Attending the meeting online
Our online meeting provides you the opportunity to participate online
using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live webcast of
the meeting, ask questions and submit your votes in real time.
You will need the latest version of Chrome, Safari, Edge or Firefox.
Please ensure your browser is compatible.
Access
Access the online meeting at
https://meetnow.global/nz, and select
the required meeting. Click ‘JOIN
MEETING NOW’.
If you are a shareholder:
Select ‘Shareholder’ on the login screen
and enter your CSN/Holder Number
and Post Code. If you are outside
New Zealand, simply select your country
from the drop down box instead of the
post code.
Accept the Terms and Conditions and
click Continue.
If you are a guest:
Select Guest on the login screen. As a
guest, you will be prompted to complete
all the relevant fields including title, first
name, last name and email address.
Please note, guests will not be able to
ask questions or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the
day before the meeting to access the
online meeting. Click on the link in the
invitation to access the meeting.
Navigation
When successfully authenticated, the
home screen will be displayed. You can
watch the webcast, vote, ask questions,
and view meeting materials in the
documents folder. The image highlighted
blue indicates the page you have active.
The webcast will appear and begin
automatically once the meeting
has started.
Voting
Resolutions will be put forward once
voting is declared open by the Chair.
Once the voting has opened, the
resolution and voting options will appear.
To vote, simply select your voting
direction from the options shown on
screen. You can vote for all resolutions at
once or by each resolution.
Your vote has been cast when the green
tick appears.
To change your vote, select ‘Change
Your Vote’.
Q&A
Any eligible shareholder/proxy attending
the meeting remotely is eligible to ask
a question.
Select the Q&A tab and type your
question into the box at the bottom of
the screen and press ‘Send’.
Contact
If you have any issues accessing the
website please call 0800 650 034
or +64 9 488 8777.
How to participate in
online meetings
Visit: https://meetnow.global/nz