Notice of 2023 Annual Shareholders’ Meeting

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



Notice of 2023 Annual Shareholders’ Meeting

Auckland, 22 September 2023: The 2023 Annual Shareholders’ Meeting of Fletcher
Building Limited will be held on Friday, 27 October 2023 at 10.30am NZT.

The meeting will be held at the Grand Hall, Level 5, North Stand, Eden Park, Walters
Road, Kingsland, Auckland, New Zealand and online via the Computershare Meeting
Platform. For information on how to participate online at the meeting, please refer to
the attached Online Meeting Guide.

A live recording of the meeting will be broadcast on the Company’s website
fletcherbuilding.com

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

Authorised by:
Ashleigh Harding
Company Secretary

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, pass the following
ordinary resolutions (which require a simple
majority of the votes cast):
Resolution 1 - Re-election of Bruce Hassall
That Bruce Hassall be re-elected as a director of
the Company.
Resolution 2 - Re-election of Barbara
Chapman
That Barbara Chapman be re-elected as a
director of the Company.
Resolution 3 - Re-election of Martin Brydon
That Martin Brydon be re-elected as a director of
the Company.
Resolution 4 – Election of Sandra Dodds
That Sandra Dodds be elected as a director of
the Company.
Resolution 5 - Auditor fees and expenses
That the directors be authorised to fix the fees
and expenses of the auditor.
Resolution 6 – Director’s remuneration
That the aggregate maximum annual
remuneration for directors be increased from
NZ$2,000,000 to NZ$2,500,000.
Resolutions 1 to 6 above are to be considered as
ordinary resolutions and, to be passed, require
the approval of more than 50% of the votes of
those shareholders entitled to vote and voting
on the resolution. For more information on the
resolutions, please see the Explanatory Notes.
D. Shareholder Questions
By order of the Board
Ashleigh Harding
Company Secretary
Auckland, New Zealand
22 September 2023
Notice of Annual
Shareholders' Meeting
This is notice that the 2023 Annual
Shareholders' Meeting of Fletcher Building
Limited will be held on Friday 27 October
2023, commencing at 10.30 am NZT.
The 2023 Annual Shareholders' Meeting will
be held in the Grand Hall, Level 5, North Stand,
Eden Park, Walters Road, Kingsland, Auckland,
New Zealand, and as an online meeting 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.
Bruce Hassall, Barbara Chapman and Martin Brydon
were last elected at the 2020 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 Bruce Hassall, Barbara Chapman and Martin
Brydon. They are all considered by the Board to be
independent directors.
Election of Sandra Dodds [Resolution 4]
Sandra Dodds was appointed a director on 1
September 2023. NZX Listing Rule 2.7.1 requires that
directors appointed by the Board retire at the next
annual meeting but shall be eligible for election at
that meeting. Being eligible to do so, Sandra Dodds is
seeking election.
The Board unanimously recommend that
shareholders vote in favour of the election of Sandra
Dodds. She is considered by the Board to be an
independent director.
Auditor fees and expenses [Resolution 5]
EY is automatically reappointed as auditor of the
Company under Section 207 of the Companies Act
1993. The proposed resolution is to authorise the
Board to fix the fees and expenses of the auditor.
Directors’ remuneration [Resolution 6]
Resolution 6 seeks approval to increase the maximum
aggregate remuneration available for the Directors
from $2 million per annum to $2.5 million per annum.
The cap on annual remuneration that can be paid
to non-executive directors must be approved by
shareholders by way of an ordinary resolution. The
current shareholder approved remuneration limit
is $2 million per annum. That approval was granted
12 years ago at the Annual Shareholders’ Meeting
in October 2011. The intention is to seek approval
now for a new maximum limit that will not require
increasing again for some time.
If Resolution 6 is passed, the fees actually paid to
directors do not increase to $2.5 million. As stated in
the 2023 Remuneration Report, the Board has agreed
that directors’ fees will not increase in FY24. Instead,
Resolution 6 seeks shareholder approval to increase
the maximum limit that may be paid to directors (in
aggregate) from $2 million to $2.5 million per annum.
Fletcher Building employs an unbundled model
for directors’ remuneration, where base fees are
paid to each director as members of the Board and
separate fees are paid for participation on the various
committees of the Board, having regard to the
expected commitment required. The fees set do not
include director expenses or fees agreed to be paid for
unscheduled additional work requested of directors.
The FY23 Remuneration Report sets out the Board
and Committee fees currently being paid. No
additional service fees were paid in FY23 and none
are anticipated in the current work programme.
As part of its annual review of Director remuneration,
the Board considers whether the aggregate
maximum remuneration limit provides sufficient
flexibility if changes to the Board composition
or director remuneration are determined to be
appropriate in future. This may occur, for example, if
the appointment of an additional director or changes
to committee composition are appropriate to best
achieve the Company’s strategic goals. The increase
in the maximum limit being requested also assists in
accommodating for inflation in coming years.
The Board considers that the current approved
maximum of $2 million does not provide that
flexibility and assurance. Current director
fees budgeted for FY24 are $1.79 million after
accommodating eight directors. The existing margin
of $0.2 million is considered insufficient if, at some
point in the future a change of strategy is required.
The size of the increase (from $2 million to $2.5
million) is also not disproportionate and is expected
to provide the headroom requested for a number of
years. The directors are satisfied that their proposed
remuneration:
a) is appropriate for a company of Fletcher Building’s
size, complexity and international orientation;
b) is appropriate for the wider responsibilities placed
on directors;
c) positions Fletcher Building well for director
succession; and
d) is consistent with the Company’s performance
and total shareholder returns.
In accordance with the Listing Rules, the Company
will disregard any votes cast on Resolution 6 by
any director of the Company and any of their
associates, except where any such vote is cast by
a director or one of their associates as proxy for
a person who is entitled to vote and that director
or associate votes in accordance with express
instructions contained in the proxy form. If a
director or associate has been appointed as proxy
with discretion on how to exercise the voting right
attached to it, that discretion cannot be exercised
on Resolution 6 and the vote will not be counted.
Directors’ remuneration [Resolution 6] (cont.)

Bruce Hassall
BCom, FCA
Chair and Independent
Non-Executive Director
Term of office
Appointed director 1 March 2017,
last elected 2020 annual meeting.
Board committees
Chair of the Nominations Committee
Member of the People and Remuneration Committee
Bruce has had a distinguished career with broad
and deep commercial and strategic experience,
and connections across the New Zealand economy,
including in the small medium enterprise (SME),
commercial, government and export sectors.
As former senior partner and CEO of PwC New
Zealand he has extensive advisory background and
knowledge of the corporate environment.
Bruce is the Chair of The Farmers’ Trading Company
Limited and Profile Group Holdings Limited and is a
director of Fonterra Co-operative Group Limited.
Barbara Chapman
CNZM, BCom, CMInstD
Independent Non-Executive Director
Term of office
Appointed director 1 September 2018,
last elected 2020 annual meeting.
Board committees
Chair of the People and Remuneration Committee
Member of the Nominations Committee
Barbara brings extensive and diverse trans-Tasman
executive experience to the Board having served as
CEO 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.
In 2019, Barbara was made a Companion of the New
Zealand Order of Merit for services to business.
Barbara is the Chair of Genesis Energy Limited and
NZME (New Zealand Media and Entertainment)
Limited, deputy Chair of The New Zealand Initiative
and is a director of Bank of New Zealand.
Martin Brydon
MBA, FAICD, FAIM, Dip Elect Eng,
Dip Elron Eng
Independent Non-Executive Director
Term of office
Appointed director 1 September
2018, last elected 2020 annual meeting.
Board committees
Member of the People and Remuneration Committee
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 joined Cockburn Cement Limited in 1981, where
he then served as CEO from 1998-1999. Following
Cockburn Cement’s merger into Adelaide Brighton in
1999, he held a number of senior management roles
before his appointment as CEO and managing director
in 2014. Martin retired following a distinguished 30-
year career with Adelaide Brighton in January 2019.
He is Chair of ASX listed company Duratec Limited.
Sandra Dodds
BCom, FCA, GAICD
Independent Non-Executive Director
Term of office
Appointed director 1 September 2023
Board committees
Member of the Audit and Risk Committee
Member of the Safety, Health, Environment and
Sustainability Committee
Sandra has a broad and diverse industrial
background with over 30 years of operational
and financial experience as an executive leader
in complex infrastructure businesses across New
Zealand, Australia and Asia. Until recently Sandra led
the infrastructure sector team at Broadspectrum.
Sandra is a Director of Contact Energy Limited,
OceanaGold Corporation, Snowy Hydro Limited and
Beca Group Limited.
Explanatory Notes continued

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’, unless they are disqualified
from doing so (for example on Resolution 6). 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 in person or 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 https://fletcherbuilding.com/
investor-centre/financial-results-and-announcements
Venue Location
Grand Hall, Level 5, North Stand, Eden Park, Walters
Road, Kingsland, Auckland. Enter via Gate B.
Eden Park is well served by rail and bus services.
Kingsland train station is a short walk from Eden Park.
Parking is available through entrance Gate B off Walters
Road or Gate G off Reimers Avenue. Please allow for a
5-10 minute walk from there to the North Stand.
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Procedural Notes
1. Persons entitled to vote
Voting on all resolutions put before the 2023 Annual
Shareholders' meeting will be by poll. Voting
entitlements for the meeting will be determined
at 10.30am NZT on 25 October 2023 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 the following ways:
(a) Personally - You can participate and cast your
vote at the meeting in person or online.
• If you propose to attend the meeting in person
please bring your Voting/Proxy Form (enclosed
with this notice) to the meeting as the barcode will
assist with your registration and the Voting/Proxy
Form will be used to vote. If you do not have your
Voting/Proxy Form please identify yourself at the
Computershare registration desk on arrival to be
registered and issued with a Ballot Paper to vote.
• If you propose to attend the meeting online you
can do so 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 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 10.30am NZT
on 25 October 2023. Voting/Proxy Forms received
after that time will not be valid for the annual
shareholders' meeting.
Ashleigh Harding, Company Secretary, has been
authorised by the Board to receive and count
postal votes.

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The 2023 Annual Shareholders’ Meeting of Fletcher Building Limited will be held on Friday, 27 October 2023 at 10.30am NZT.
The meeting will be held in The Grand Hall, Level 5, North Stand, Eden Park, Walters Road, Kingsland, Auckland, New Zealand and
online at https://meetnow.global/nz. For information on how to attend and vote online at the meeting please refer to the instructions
as set out in the enclosed Online Meeting Guide. If you propose not to attend the 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 10.30 am NZT on Wednesday 25 October 2023.
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 10.30 am NZT on Wednesday, 25 October 2023.
Attending the Meeting
1. Voting on all resolutions put before the meeting will be by poll.
2. If you propose to attend the meeting in person, please bring this Voting/Proxy Form
intact to the meeting as the barcode will assist in your registration.
3. If you propose to attend the meeting online, refer to the enclosed Online Meeting
Guide for instructions.
4. 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.
5. The persons who will be entitled to vote at the meeting are those persons (or their
proxies or representatives) registered as holding Ordinary Shares on Fletcher Building
Limited’s share register at 10.30 am NZT on Wednesday 25 October 2023.
6. In accordance with the NZX Listing Rules, the company will disregard any votes cast
on resolution 6 by any director of the company and any of their associates, except
where any such vote is cast by a director or one of their associates as proxy for a
person who is entitled to vote and that director or associate votes in accordance with
express instructions to vote for or against a particular resolution on the proxy form. If a
director or associate has been appointed as proxy with discretion on how to exercise
the voting right attached to it, that discretion cannot be exercised on resolution 6 and
the vote will not be counted.
Postal Vote
7. You can cast a postal vote instead of attending the meeting or appointing a proxy to
attend.
8. Ashleigh Harding, Company Secretary, has been authorised by the Board to receive
and count postal votes.
9. 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.
10. If you complete the postal vote section and also appoint a proxy, your postal vote will
take priority over your proxy appointment.
Proxy Appointment
11. 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 attend the meeting either in
person or online even if you have appointed a proxy.
12. The Chair of the meeting and the directors will vote in favour of all resolutions marked
“PROXY DISCRETION”, for which they have authority to vote.
13. 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.
14. 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 their 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
For all enquiries contact
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
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 10.30 am NZT on Friday 27 October 2023, 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 their 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’. If you do not provide contact details for your
proxy (and they are not the Chair or a director), we cannot guarantee that your proxy will be admitted if they intend to attend the meeting virtually.
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 them 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.
(Full Name)
Or failing their:
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 meeting and are not submitting your postal vote online)
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)
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 10.30 am NZT on Wednesday 25 October 2023. 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 Bruce Hassall be re-elected as a director of the Company.
2. That Barbara Chapman be re-elected as a director of the Company.
3. That Martin Brydon be re-elected as a director of the Company.
4. That Sandra Dodds be elected as a director of the Company.
5. That the directors be authorised to fix the fees and expenses of the auditor.
6. That the aggregate maximum annual remuneration for directors be increased from
NZ$2,000,000 to NZ$2,500,000.
Day time telephone:signed thisday of2023
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:

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How to participate in
online meetings
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 or Edge.
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’.
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.
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’.
Navigation
Visit: https://meetnow.global/nz
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.
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.
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