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Amendment to 2024 Annual Report

Annual Report20 August 2024FBUMaterials

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



Amendment to 2024 Annual Report

Auckland, 21 August 2024: Fletcher Building Limited wishes to correct a typographical

error in the Independent Auditor’s Report forming part of its 2024 Annual Report released

earlier today.

In the first paragraph on page 148, the word “million” has been added, as follows:

“An impairment of $222 million has been recognised during the year ended 30 June

2024.”

This error has been rectified, and attached is the updated 2024 Annual Report.


ENDS


Authorised by:

Haydn Wong

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

---

Annual Report 2024
Fletcher Building Limited

When used in this annual report, references to the ‘Company’ are references to Fletcher Building Limited. References to ‘Fletcher Building’
or the ‘Group’ are to Fletcher Building Limited, together with its subsidiaries and its interests in associates and joint ventures. All references

to financial years FY24 and FY23 in this annual report are to the financial year ended 30 June.

References to $ and NZ$ are to New Zealand dollars unless otherwise stated.

In certain sections of this report the Group has chosen to present certain financial information exclusive of the impact of significant items

and/or the results of the legacy projects, consistent with previous market guidance. Where such information is presented, it is clearly

described and marked with an appropriate footnote. This allows the readers of this report to better understand the underlying operations

and performance of the Group.

Subcontractor teams continue work on

Fletcher Living's® Waiata Shores development.

Fletcher Building Limited Annual Report 2024

2

Welcome to our FY24 Annual Report, which describes our business operations, approach
to doing business and performance for the year. As with our previous reports, we have

included commentary on our strategy, governance, environmental and social performance

of our business alongside our financial results. We welcome questions, comments or

suggestions about this report to investor.relations@fbu.com.

This report and our previous reports and presentations are available at

fletcherbuilding.com.

Our Year

04 We are Fletcher Building

05 At a glance

06 Acting Chair’s Report

07 Acting CEO’s Report

08 Positioning ourselves for the future

09 Progress to target

10 Health and Safety

14 Our Customers

16 Continued investment in sustainable,

local manufacturing

18 Sustainability

23 Our People

Performance

28 Group Performance

30 Group Overview

34 Building Products

36 Distribution

38 Concrete

40 Australia

42 Residential and Development

44 Construction

Governance

46 Board and Executive Team

50 Corporate Governance

62 Sustainability Materiality

and Methodology

65 Remuneration Report

Financial Report

86 Trend Statement

87 Financial Statements

94 Notes to the Financial Statements

146 Independent Auditor’s Report

Other Disclosures

150 Statutory Disclosures

158 Corporate Directory

This Annual Report is dated 21 August 2024

and is signed on behalf of the Board by:

Contents

Front cover: Fletcher Living's®

Head of Sustainability Nicola

Tagiston with LowCO™ Home

residents Ella and Brendan

Smith. Nicola was awarded

the Emerging Leader award

at the 2024 NAWIC (National

Association for Women in

Construction) Awards.

Throughout this annual

report there are QR codes

which you can scan

with your mobile phone

camera to view additional

online material.

Welcome to the interactive PDF. For the best experience,

use Adobe Acrobat Reader. Click on the sections above

to go to the desired pages. To go back to the contents,

click on the


CONTENTS

menu button on the top right

of each page. The financial statements, notes and

references are also clickable for your convenience.

Barbara Chapman

Acting Chair

Sandra Dodds

Director

Fletcher Building Limited Annual Report 2024

3

Fletcher Building is a significant manufacturer, retailer, home
builder and partner on major construction and infrastructure

projects. Spanning the full value chain, we operate diversified

businesses across our core markets of New Zealand and

Australia, from resource extraction, product manufacturing

and distribution through to property development and

infrastructure construction.

Our purpose, ‘improving the world around us through smart

thinking, simply delivered’ is focused on accessing the best

ideas from around the world, or through innovating in our

own right, and bringing them to market in ways that make our

customers’ lives easier. As a business, we are decarbonising,

minimising waste and continually innovating to produce

better, more sustainable products and homes. In doing so,

we are building better environments for our customers and

communities, and a more sustainable future for generations

to come.

Fletcher Building is dual listed on the NZX and ASX,

and operates through six divisions – Building Products,

Distribution, Concrete, Australia, Residential and

Development and Construction.

New Zealand

Australia

South Pacific

Fletcher Building has operations in Papua New Guinea, Fiji, Samoa

and American Samoa, Tonga, Vanuatu and the Solomon Islands.

The above metrics exclude Tradelink®, which is

treated as a discontinued operation.

(1) Total Recordable Injury Frequency Rate. Total

number of recorded injuries per million hours

worked. Does not include Restricted Work Injuries.

FY24 excludes Wood Products. FY23 excludes Rocla

and Tumu®.

(2) Combined Scope 1 and Scope 2 emissions for

the Group.

(3) Net Promoter Score measures how satisfied our

customers are with our business; excludes Altus®

and the Construction division.

The 'Methodology used for non-financial measures'

section of this report explains how the above

measures are calculated.

We are Fletcher Building

Safety TRIFR

(1)

3.3

2023: 3.1

Employee NPS

35

2023: 29

Customer NPS

(3)

48

2023: 42

Carbon Emissions

(2)

reduction from FY18

baseline year

19%

Fletcher Building Limited Annual Report 2024

4

At a glance
People in New Zealand,

Australia and the South

Pacific

(1)

Operating sites

(1)

12,500+

780

EBIT before

significant items

(1, 2)

EBIT margin before

significant items

(1, 2)

Earnings per share

$

509m6.6%

(2 9.0

)

cents

Cash flows from

operating activities

Total dividend

$

398m

nil

2023: $388m

2023: 34.0 cents

Information as at 30 June 2024.

(1) From continuing operations; excludes Tradelink® which is treated as discontinued operations.

(2) Measures before significant items are non-GAAP measures used by management to assess the performance of the Group and have been derived

from Fletcher Building’s financial statements for the year ended 30 June 2024.

Revenue

(1)

Net (loss)/earnings –

reported

Leverage ratio

(net debt/EBITDA)

$

7,683m

(

$

227m)

1.99x

2023: $7,679m

2023: $235m

2023: 1.22x

2023: $785m2023: 10.2%

2023: 30.0 cents

Fletcher Building Limited Annual Report 2024

5

Dear Shareholders
As we reflect on the past financial year, I want

to acknowledge the considerable disruption

we have faced as a Company. This year

has tested our resilience and adaptability

and the Board appreciates the support our

shareholders have provided as we work to

overcome these challenges.

Governance and accountability

The requirement to announce additional

legacy Construction cost provisions over the

course of the year, together with the ongoing

plumbing issues in Western Australia, have

negatively affected both the Company’s

reputation and its financial performance.

In recognition of this, we have made a

number of Board and Management changes

as we progress through a period of renewal.

Ross Taylor retired in August 2024 having led

Fletcher Building as CEO since November

2017. During his time, Ross refocused the

Company to its current New Zealand and

Australia operations, turned around the

Australia division and reset the Construction

division including delivering completion

on almost all the 80 loss-making projects.

Ross led the Company with renewed

focus on our underlying businesses with

important investment, drove commitments

and improved its performance in safety,

sustainability, customer and people metrics.

He led the business strongly as we adapted

to the arrival and impact of COVID-19. The

Board is grateful for his contribution.

On 20 August 2024, the Board was pleased

to announce the appointment of Andrew

Reding as Group Chief Executive Officer and

Managing Director, following a global search.

We are pleased to have secured a leader of

Andrew’s calibre, experience and respect

in the market. His deep understanding of

the sectors we operate in, coupled with his

knowledge of Fletcher Building, make him

the ideal executive to lead the Group. He

assumes his new role on 30 September 2024.

The Board would also like to express

our appreciation to Nick Traber for his

contribution as Acting Group CEO. He has

been instrumental in providing stability at a

critical time, and on behalf of the Company,

we thank him for his energy and leadership

during this period.

On Board changes, Bruce Hassall retired as

Chair having served on the Board for seven

years. He governed through the significant

restabilisation of the Company including a

focus on cleaning up the legacy issues and

repositioning the go-forward business for

long-term performance and growth.

Further Board retirements included Doug

McKay, Martin Brydon and Rob McDonald.

All three served from 1 September 2018

and were very effective in either leading or

being part of a number of subcommittees.

Acting Chair's Report

We thank all our departing directors for their

involvement and influence.

Joining the Board as a non-executive director

in August 2024 was Tony Dragicevich, who

brings significant industry experience in

leading distribution and manufacturing

businesses across Australia and New Zealand.

Tony’s appointment is subject to shareholder

approval at the Annual Shareholders’ Meeting.

The Board and Executive team composition is

a critical priority for the Board. It is essential

that the Board and leadership team have the

right skills and capability required to drive the

performance of the business to deliver value

in the near and longer-term.

Operational challenges

The macro-economic backdrop of higher

interest rates and inflation have persisted

throughout the year and placed pressure

on developers and those invested in the

housing market. Building market activity

in New Zealand and Australia declined

considerably, with the lower volumes having

a significant impact on the performance of

Fletcher Building businesses. In response, the

Group has been focused on the disciplined

management of cost, working capital, cash,

capital expenditure and debt, as well as right-

sizing of businesses, where required, to the

current market conditions.

Western Australia plumbing, legacy

Construction, Higgins®, Tradelink®

divestment

At the half year, we reported extensively on

the ongoing Western Australia plumbing

issues, where our testing and expert reports

on causation showed that the leaks are

caused by installation failures and that

there is no manufacturing defect. Since

that time, we have been working through

developing and implementing a workable and

appropriate industry solution. Builders have

continued to draw down on the A$15 million

fund we established to remediate repairs for

their customers. We acknowledge the class

action proceeding filed in the Federal Court

of Australia and served on Iplex® Pipelines

Australia (Iplex®) in August 2024. Iplex®

intends to defend the proceedings. As per

our detailed disclosure notes, risks remain on

this matter.

Regrettably, we also reported $180 million of

additional provisions on a number of the final

Construction legacy projects at the half year.

Progress is being made on the New Zealand

International Convention Centre and Hobson

Street Hotel project (NZICC), and through the

year the Construction team completed and

handed over the carparks and the Horizon

Hotel to the client. In addition, the remaining

Contract Works Insurance claims with the

project insurers and the client were settled

in line with those assumed in the provisions

taken in February 2024, de-risking this aspect

of the project. The current provision on the

project is unchanged from that taken in

February 2024. However, risks will remain

until the project is completed, as described

in our detailed disclosure notes. These

include risks on time and cost to complete

the construction works and commission the

building, and the potential for disputes and

wash-up claims.

The Board has established additional

subcommittees that monitor and maintain

regular oversight on both Western Australia

plumbing issues and the Construction

business and legacy projects. During FY24,

the Board has placed particular emphasis

on regularly engaging with a broad range

of shareholders to receive and discuss their

feedback.

Disappointingly, a full review of the Higgins®

businesses at the year end led to a $117

million non-cash impairment and write-

down in their carrying value. We have tasked

Management to deliver on the credible path it

has to drive the business forward.

Positively, the successful shift to a 50/50 joint

venture for the Fiji Construction business is

highly strategic as it will enable the Company

to work with two strong local partners, Fiji

National Provident Fund and Fijian Holdings

Limited. Further, the Board was pleased

to enter into an agreement on the sale of

Tradelink® subsequent to year end and

expects settlement on 30 September 2024.

Taking into account these key matters, the

net loss attributable to shareholders for FY24

was $227 million compared to a profit of $235

million in FY23. This included $333 million of

significant items (mainly on legacy provisions

and Higgins) and $141 million net loss from

discontinued operations related to Tradelink®.

Given the current market conditions and in

line with the dividend policy (which is to pay

dividends in the range of 50% to 75% of net

earnings before significant items, and having

regard to available cash flow) and covenant

agreements, the Board has not declared a

final dividend.

Managing through-the-cycle

We remain connected to our purpose of

'improving the world around us through smart

thinking, simply delivered' with our focus on

customer, people, safety and sustainability

and our longer-term pipeline of investments

that will deliver when the market returns to

growth. With continued housing undersupply,

significant infrastructure demand, ageing

population and supportive immigration

settings, the long-term macro fundamentals

are solid.

In the immediate term, the Board remains

focused on seeing the legacy Construction

projects and Western Australia plumbing

matters to completion and on navigating

the headwinds in the economies where we

operate, ensuring the balance sheet remains

robust.

It has been pleasing to see the continued

improvements on our non-financial metrics

of safety, sustainability, customer and people

as disclosed in this report. This is critical

for the delivery of long-term sustainable

performance.

On behalf of the Board, I would like to

express my gratitude to our people for their

hard work and dedication during this very

difficult year. We also thank our shareholders

for your patience and support given the

disappointing performance. As we face the

current challenges, the Group is maintaining

its strong focus to manage them and deliver

sustainable outcomes for all stakeholders.

Barbara Chapman, Acting Chair

Barbara Chapman

Acting Chair

Fletcher Building Limited Annual Report 2024

6

The 2024 financial year has been a
challenging one for Fletcher Building.

The Company is navigating tough

market conditions with slowing demand,

inflationary and competitive pressures as

well as a transition in leadership. Despite the

obstacles, Fletcher Building’s businesses

have demonstrated resilience with a focus

on optimising our operational performance

and tightly managing the things within our

control. These focus areas include costs,

cash, capital expenditure, extending the

tenor of our debt facilities and obtaining

more favourable terms for covenant testing,

selling Tradelink® and resolving outstanding

legacy issues.

Financial performance overview

Market volumes declined materially in FY24.

In New Zealand, market volumes fell 25%

and in Australia, market volumes fell 15%,

each compared to the first half of FY23,

resulting in substantial revenue declines in

our materials and distribution businesses.

Offsetting this, and despite a tough housing

market this year, our New Zealand residential

business sold 886 units, compared to 617 in

FY23. Combined with higher revenues in the

Construction division, Group revenue from

continuing operations for the year was $7,683

million versus $7,679 million in FY23.

Our focus on costs in the softer market

has been a key priority across the Group.

Gross overhead cost reductions for the

year were $111 million, partly offset by

continued overhead inflation of $91 million

and restructuring costs of $16 million. We

also adjusted the implementation of our

capital expenditure programme to the

current market environment, with base

capex reduced and in-flight growth projects

reviewed and rephased.

Earnings before interest and tax (EBIT) for

continuing operations and before significant

items, was $509 million, down 35% from

$785 million in FY23. The Group EBIT margin

before significant items from continuing

operations softened in FY24 to 6.6%, from

10.2% in FY23.

Disappointingly, total significant items for

continuing operations for FY24 were $333

million. This was primarily due to a $117

million non-cash impairment and write-down

in the carrying value of the Higgins® business,

and the additional provisions required on our

legacy Construction projects announced at

HY24.

During the year, we made the decision to

divest our Tradelink® operations in Australia,

and in August 2024 we were pleased to

enter into a sale agreement with Metal

Manufactures Pty Limited. As a consequence,

Tradelink® has been treated as a discontinued

operation in the financial statements.

Including the impairment and write-down of

Acting CEO's Report

$158 million, the net loss from discontinued

operations was $141 million.

After factoring in Tradelink® discontinued

operations, we recorded a net loss after tax

of $227 million, compared to net earnings

of $235 million in FY23. Our return on funds

employed (ROFE) before significant items

was 10.0%, compared to 17.1% in FY23.

Strong cash flow performance and tight

control of working capital have been key

priorities over the past year. Trading cash

flows from continuing operations (excluding

legacy and significant items) were $784

million, compared to $537 million in FY23.

Overall cash flows from operational activities

were $398 million compared to $388 million

in FY23. At year end, net debt of $1.8 billion

was better than guidance, and we had strong

liquidity of $1.1 billion.

Our people, customers and communities

We are continuously driving to improve our

non-financial performance. Our focus remains

on enhancing the positive impact that we can

make on our people, customers, communities

and the environment.

Reflecting our commitment to Health and

Safety, in FY24 we recorded one serious

injury (3 in FY23), a significant improvement

on the 21 serious injuries we sustained during

the same 12-month period only five years

ago. Additionally, we have maintained a Total

Recordable Injury Frequency Rate (TRIFR) of

3.3 (3.1 in FY23) and a steady 89% of our sites

remained injury free across the year.

Investing in our people continues to be a

core priority. We have expanded our efforts

to attract, retain, and develop top talent,

fostering a diverse culture of excellence,

collaboration, and innovation. FBuSay,

our annual internal engagement survey,

spotlighted our progress, with an employee

Net Promoter Score (eNPS) of 35, a 6-point

uplift on eNPS of 29 in FY23. Pleasingly,

we have welcomed 236 more women into

leadership across our businesses. This has

lifted our proportion of women in leadership

to 23% from 21%, as we move to our goal of

30% by FY27.

Understanding and meeting the needs of our

customers continues to be a key component

of our strategy. We strengthened our levels

of customer engagement, leveraging digital

tools and data analytics to improve service

and build stronger relationships. Pleasingly,

we recorded a Net Promoter Score (NPS)

of 48 (compared to NPS 42 in FY23), which

is nearing our target of NPS ≥55, a strong

testament to the customer programmes each

of our businesses have been driving forward.

Over the past year, our commitment to

sustainability has resulted in substantial

progress toward our environmental goals.

We continue to make steady progress in

decarbonising our operations. This year, our

combined scope 1 and 2 emissions were 969

kt CO2e (1,012 in FY23), 19% lower than our

FY18 baseline year.

The response from our customers, as we

decarbonise and introduce more sustainable

products and solutions into the market,

has been excellent. This year we derived

74% of our product revenue from products

with sustainability certifications in our

manufacturing businesses. Similarly, we are

focused on how we manage waste across our

Nick Traber, Acting CEO

780+ sites, achieving 87% of waste diverted

from landfill this year, and exceeding our

target of 70% diversion by FY26.

The Residential and Development division

has continued to performed well through the

cycle and over the years, generating strong

EBIT margins and ROFE above 15%. We think it

is the right time to explore capital partnership

options for Residential and Development,

to invest in and drive the next phase of the

business’s success. Consequently, we have

engaged Jarden to explore partnership

options with both local and international

investors.

Legacy issues

With regards to our Construction legacy

projects, we achieved full works completion

on the Pūhoi to Warkworth motorway, one

of the largest infrastructure projects ever

undertaken in New Zealand. This means

that our last remaining Construction legacy

projects are the New Zealand International

Convention Centre and Hobson Street Hotel

(NZICC) and the Wellington International

Airport carpark (WIAL). On NZICC, in FY24 we

handed over the Horizon Hotel to the client

and settled our Contract Works Insurance

claims. The remainder of the NZICC project,

plus remedial works on the WIAL carpark, are

on track for completion through FY25.

Meanwhile, we remain focused on reaching a

pragmatic industry response to the plumbing

matters in Western Australia. Constructive

negotiations continue and Iplex is intent on

trying to reach an agreement in principle

with the Government and key parties in the

near term.

Outlook

We expect the year ahead to remain

challenging, with macro-economic pressures

likely to persist through the year. At this point,

we are planning for FY25 market volumes in

our materials and distribution businesses to

be 10% to 15% lower year-on-year compared

to FY24, however we remain vigilant to further

market weakness. In this environment, we

have a strong focus on tightly managing

costs and cash flows. We will also focus on

protecting our people, delivering on our

promise to customers and ensuring our

businesses are well positioned for when our

markets return to growth.

I want to acknowledge that the year has been

disruptive for many of our stakeholders. I wish

to offer my sincere appreciation for how our

people have adapted and remained focused

on supporting each other and our customers

this year.

As my time with Fletcher Building comes to

a close, I also offer my personal thanks to our

people, customers and shareholders for their

continued support and commitment as we

settle into a new phase of Fletcher Building’s

story.

Nick Traber

Acting CEO

Fletcher Building Limited Annual Report 2024

7

Driven through key focus areas
Positioning ourselves for the future

A committed and leading provider of building products and

customer-led solutions for attractive trans-Tasman markets.

As our businesses and our customers navigate the current

economic cycle, we remain busy further strengthening the

fundamentals of how our businesses operate to be resilient

to market movements and provide strong positioning for

growth when the time is right.

Uniquely positioned in attractive markets across New

Zealand and Australia, Fletcher Building’s focus is to deliver

leading and diversified building materials and customer

solutions, through our strong brands. The long-term growth

outlook for the region is robust, with demand for high quality

housing and infrastructure to support growing populations,

the subject of enduring macro tailwinds.

We actively manage our portfolio by tapping into a deep

knowledge to go where attractive markets in our sector are.

This informs where we believe we should grow and where we

should recycle capital for future opportunities.

To drive performance across our portfolio of businesses, we

hold each to account across six key focus areas. In doing so,

we believe we can drive market leading performance across

both financial and non-financial measures. The way we go

about this is always characteristic of our committed and

capable people, and the values we share.

A place where

the belief that

‘all injuries are

preventable’

is possible,

together we work

to send each of

our people home

safely, every day.

SAFETY

Relentless focus

on providing more

of the products,

services and

solutions our

customers love.

CUSTOMER

A culture

of inclusive

and diverse

workplaces, where

people feel a sense

of belonging and

can reach their full

potential.

CAPABLE

& HIGHLY

ENGAGED

PEOPLE

Well run

businesses that

are disciplined on

cost and profitable

with good margins

as we perform

through the cycle

of our industry.

OPERATIONAL

& FINANCIAL

PERFORMANCE

Decarbonising,

minimising waste

and continually

innovating to

produce better,

more sustainable

products and

homes.

SUSTAINABILITY

Anchored by our Values

Investing in

sustainable

business and the

next generation of

building products

and services for

our local markets.

INNOVATION

& GROWTH

Better

Together

Customer

Leading

Be BoldProtect

Fletcher Building Limited Annual Report 2024

8

Progress to target
The above metrics exclude Tradelink® which is treated as a discontinued operation.

1

Total number of recorded injuries per million hours worked. Does not include Restricted Work Injuries. FY24 excludes Wood Products.

2

Net Promoter Score measures how satisfied our customers are with our business; excludes Altus® and the Construction division.

3

Acquisitions include Tumu® branches in Hawke's Bay and Waipapa in FY23. Growth includes investment in the new Winstone Wallboards® plant in Tauriko, new Laminex®

New Zealand plant in Taupō, new PlaceMakers® Frame & Truss plant, and Steel site consolidation in Papakura.

4

Earnings before interest and tax, excluding significant items. FY20 significantly impacted by COVID-19 lockdowns. Trading Cash excludes significant items, legacy and

discontinued operations.

5

Scope 2 emissions assessed using location-based methodology. FY18 is the baseline year for Fletcher Building's verified Science-based Target for carbon reduction.

6

Employee engagement measures employee’s sentiment, giving our people the opportunity to share what it's like to work for Fletcher Building.

As we navigate through the current market, we remain focused as we continue to close the gap

towards best-in-class performance against our goals.

Customer Net

Promoter Score (NPS

2

)

Target ≥55

Total Recordable Injury

Frequency Rate (TRIFR1)

Operational and

Financial Performance

4

Target ROFE > 15%

Growth and

Investments $m

3

FY20FY21 FY22FY23 FY24

FY22FY23 FY24

FY22FY23 FY24

567902 502537 784

FY18FY22FY23 FY24

1,012

1,052

1,1 9 9

969

36

26

42

29

48

35

Scope 2 emissions

(kt CO2e)

Scope 1 emissions

(kt CO2e)

3.5

5.0

3.1

3.3

EBIT4 ($m)

ROFE

Trading cash ($m)

655

741

785

18.8%

19.3%

17.1%

Carbon Emissions5

19% decrease since FY18

Target 30% by FY30

Employee Engagement

Rating6

Target >40

509

10.0%

Acquisitions

Growth

5.7

155

3.7%

22

78

1 74

11

191

215

183

FY20FY21 FY22FY23 FY24

FY20FY21 FY22FY23 FY24

Data collected

for FY20 and FY21

not comparable.

Data collected

for FY20 and FY21

not comparable.

Fletcher Building Limited Annual Report 2024

9

In FY24
3.3

TRIFR

FY23: 3.1

1

serious

injury

FY23: 3

59%

risks controlled through

Critical Control Verification

(CCV) processes

FY23: 48%

87%

of our people believe all

injuries are preventable

FY23: 86%

89%

sites injury free

Health and Safety

Zero injuries, everyday, everywhere

In FY24, a strong focus on our culture and bringing our critical risks under control led to fewer serious

injuries, and contributed to less severe injuries overall. Safety Leadership Programme and frontline

Power Up team-based refresher training continued, and several areas of the business trialled health

and wellbeing initiatives that will be made available across the Group from FY25 onwards.

SAFETY

Our focus in FY24 has been to continue to build capability by refreshing our Safety Leadership

Programme (SLP) and Power Up for frontline across each of our businesses. This investment

in our leaders and teams has been essential in maintaining our safety performance as we

upskill new safety leaders and introduce the Protect Safety programme to new starters. Safety

continues to be our leading driver for employee engagement and 90% of our people state

that they believe their leaders take responsibility for safety.

When it comes to the safety of our people, we can never be too comfortable that we are

doing enough. As we enter FY25, the Protect Safety programme will be adapted and updated

to keep skills fresh and grow the maturity of our safety culture. We keep challenging our

established and emerging safety leaders and teams to grow their capabilities, even as

business-wide safety cultures mature and as injuries become less frequent.

Overall, the total number of injuries we recorded in FY24 was relatively unchanged from

FY23, with the Total Recordable Injury Frequency Rate (TRIFR) of 3.3. Encouragingly, we are

recording fewer injuries related to our critical risks, and those recordable injuries that are

sustained, tend to be less severe. It’s our goal to achieve zero serious injuries, and in FY24,

we recorded one serious injury compared to three serious injuries in FY23.

In FY24, 89% of our sites remained injury free, including the entire Building Products division

for five straight months. This demonstrates that achieving 'zero injuries' is possible.

Protect-powered safety performance

Injury Performance

FY20FY21FY22FY23FY24

TRIFR scale

1.2

1

0.8

0.6

0.4

0.2

0

12

10

8

6

4

2

0

Serious injuries

Serious injury

Total Recordable Incident

Frequency Rate (TRIFR) (A2+)

7

5.7

8

5.0

2

3.4

3

3.13.3

1

Fletcher Building Limited Annual Report 2024

10

Never leaving it to luck: action on high
potential, near-miss incidents

A core part of the Protect mindset is to remain vigilant to

emerging risk, particularly as our overall safety performance

continues to improve.

High potential incidents (potentially serious or fatal incidents

where we ‘got lucky’ by avoiding more serious or fatal injury),

are a major focus for us. Our people have steadily increased

their reporting of these events as leaders have demonstrated

their commitment to listening and learning from these

incidents. Our reporting has nearly doubled over the past

five years, giving us more opportunities to learn before they

potentially translate into a serious incident.

In FY24, our analysis shows that our decrease in injury

rates has occurred with a simultaneous increase in near-

miss incident reporting. This decrease is also supported

by significant risk containment activities and frontline

observations related to our critical risks.

Building confidence in keeping risk under

our control

In FY24 all divisions established baseline controls for 21

identified safety, health and environmental critical risks

managed across our businesses. The benefit of this lead

measure is for our people to have more confidence in the

application of critical controls: controls we know will protect

our people from serious injury or a fatality.

A total of over 12,000 Critical Control Verifications (CCVs)

were performed by line leaders and supported by safety

teams in FY24.

At the beginning of the year, our CCVs confirmed that of

these critical risks, 48% were considered ‘fully controlled’


across all our risks and all our sites (in other words, 48%

of the time, all of the critical controls were in place when

checked). This has steadily improved over the course of

the year and the proportion of ‘fully controlled’ risks has

increased to over 59% at the end of FY24. In FY25, we will be

targeting further improvements and driving Risk Elimination

Plans to eliminate exposure of people to risk through ‘above

the line controls’, such as engineering controls.

Proving the value of Critical Controls

Our Residential and Development division was the first to

complete its full rollout of CCVs and develop a targeted plan

for improving critical risk performance. At the start of the

year, they verified that 49% of risks were considered fully

controlled so they pursued an improved performance from

this base.

The Fletcher Living® team embedded the use of CCVs at

key phases of the build to check specific critical risks and

controls (such as for scaffolding at the start-up phase), and

they started analysing their results at a local, site level each

month. Through targeted plans and interventions, the team

improved its performance to over 70% controlled at year end.

This corresponded to zero serious injuries (down from two in

FY23) and zero high potential events (down from 16 in FY23).

Videos:

Welcome to

Protect - our safety

programme.

Our award-winning Safety Leadership

Programme (SLP) is evolving to an

adaptive framework as safety culture

matures. Here, new learning modules

for SLP 2.0 Healthy Work are trialled by

a range of business leaders before they

are made more widely available in 2025.

Fletcher Building Limited Annual Report 2024

11

Entry or at risk
reactive

SLP 1.0 Safety

Foundations

Power Up 1.0

Safety Foundations

Entry leadership

dependent

SLP 2.0 Healthy Work

Power Up 2.0

Healthy Work

Trust commitment

independent

PROTECT CULTURE MATURITY FRAMEWORK

SLP 3.0 Lifting Off

Power Up 3.0

Team Game Plan

High performing team

interdependent

Develop

leaders

Enable

frontline

Manage

critical risk

Traditional Safety

Approach

Leadership vision,

principles, coaching,

risk mindfulness,

leadership interactions

Values, behaviours,

impairment, speak up,

risk radar, danger bias,

stop think do

Hunting out and

containing dangerous

stuff (S3S4)

Leaders are starting

to lead differently

Wellbeing, spot the

signs, healthy work,

early intervention,

above the line controls,

learning teams

Health Ripple Effect,

wellbeing, spot the

signs, safe to fail,

learning teams

Frontline engages and

starts to feel safe

Reflect back, plan forward

& choose from existing

programs (operational

excellence, high

performing team, etc)

Reflect back, plan

forward with a team

game plan legacy

Critical Risk Plans to

eliminate exposure to

people (% Above the Line

Controls implemented)

Frontline engages and

starts to feel safe

Verifying that our critical

controls are in place

(% controlled)

Risk Containment

Sweeps

Risk Elimination Plans

Critical Control

Verifications (CCVs)

Introducing the Protect Colours Framework

We know that not all individuals’ and teams’ culture and

capabilities are the same at any one time. It is for this reason

that our Protect programme must evolve to become an

adaptive framework that fosters safety culture amongst

teams, while also challenging and growing individuals’

safety skills.

In FY24 we launched the Protect Culture Maturity Framework

(or ‘Colours Framework’) which is founded on the Dupont

Bradley Curve and articulates how we will develop our

safety culture maturity over time. This framework supports

continuous development for businesses, teams and

individuals as their safety culture shifts from reactive,

at-risk compliance cultures, through to more team-based,

interdependent and high performing safety cultures.

It is non-linear so safety leaders can move their businesses

and teams forward (or backward) at any time along the curve

to access the right learning and tools as they are ready.

To align with this approach, a progressive curriculum of

our Protect programme learning is being made available.

Entirely new modules, Safety Leadership Programme ‘SLP 2.0

Healthy Work’ for leaders and ‘Power Up 2.0 Healthy Work’ for

frontline will offer a strong wellbeing and psychosocial risk

focus for teams that are ready in FY25. New syllabus elements

are designed to help teams build further trust, expand their

safety ‘why’ to address health and to continue to increase our

frontline leadership on these issues.

Fletcher Building Limited Annual Report 2024

12

More and more of our people tell us that
they want to prioritise what we are calling

‘healthy work’ practices in our day to day.

For some people this means accessing

team-based lifestyle programmes, whereas

for others this includes specific medical or

mental health support.

In FY24 we undertook a review of our

wellbeing approach and we identified that,

consistent with the research globally, the

best thing we can do for the mental health

of our people is to continue to drive a

high performing culture where people feel

safe, valued and have a sense of purpose.

Additionally, we identified that the most

impact we can have on individuals is

through easy access to medical and mental

health advice for employees and their

families. And finally, we learned that lifestyle

change programmes where teams ‘opted

in’ for fun social activities or habit-forming

changes, saw the most significant results.

Many of our businesses already do great

work with their teams to champion good

health. In FY24, over 18,000 of our people

and their families came together for events

with either physical, social or mental

challenges. For example, at Firth’s® Hunua

site, the team tackled a specific goal, to

reduce sugary drink intake and increase

physical activity, which they did by 71%.

At Winstone Wallboards®, 20 people

participated in a weight-loss challenge,

where 74kgs were collectively shed.

At Fletcher Insulation® in Australia, the

team has developed its own “Living Safely

Everywhere" platform. This expanding safety

thinking includes health initiatives such as

skin cancer awareness and mental health,

and even supported 18 people to participate

in a mental health first aid course.

As a result of this review and by looking

closely at what works for our people, we

have partnered with the Employee Welfare

Fund to reimagine wellbeing for our people.

Our new ‘FB Well’ programme will build

on our Healthy Work focus, offering our

teams a menu of options to support social

connection, mental wellness, financial

stability and physical health. In addition,

we will be rolling out online employee care

platform Sonder to our employees and their

families, providing them with easy access to

medical advice, safety support and mental

health care all in one place.

Wellbeing at work

At Laminex®’s distribution centre in Auckland all 35 of their

people participated in six weeks of nutrition and health education

sessions culminating in a ‘Wellbeing Masterchef’ healthy meal-prep

challenge. The programme facilitated by LifeCare Consultants and

with funding from the Employee Welfare Fund (EWF) helped teams

establish a longer-term common goal – to regularly eat breakfast,

something not everyone was doing every day. The support

extended to equipping the site’s kitchen with smoothie makers, as

well as new vending machines with healthier choice food options.

18,000

people involved in EWF

wellbeing events in FY24

POWERED BY


Well

It was heart-warming to

see how much the team

learned from these sessions.

Together we have committed

to making an effort to have

breakfast and a lot of team

members have recognised

the importance of movement

and joined the gym.

Sue Evans - Auckland Distribution Centre

Manager, Laminex® New Zealand.

Fletcher Building Limited Annual Report 2024

13

Our Customers
In the past twelve months, we have continued to make progress in understanding

customer needs more deeply and driving these perspectives into our business strategy,

operations and practices. In FY24, we recorded a six-point improvement in the main

measure of our customer engagement, Net Promoter Score (NPS)1 to a result of NPS 48

(compared to NPS 42 in FY23). While this is a pleasing result making strong progress

towards our Group target of 55+, we think there is still room to improve the consistency

and focus of how we show up for our customers.

One area of focus is ensuring our people are fully engaged in how they make a difference.

Encouragingly, in our latest internal engagement survey, our people showed an improved

attitude to performing for our customers. On responding to questions on the experience

they offer customers, we recorded a three-point uplift in internal engagement (eNPS) to a

combined result of 35.5 (compared to the same measure of eNPS 32.5 in FY23).2

Relentless focus and insights-driven action

Regardless of what market we operate in, our customers tell us that the fundamentals

of product delivery and quality, backed by exceptional service, are what matter most

to them.

Each of our businesses is held to account on customer performance metrics and the

quality of its plans to address pain points important to our customers. These plans with

specific actions are designed based on deep insights gathered on the efficacy of our

customer relationships and interactions, and by benchmarking against competitors to

better understand how we are positioned in the markets we operate. We also closely

monitor our performance on delivery and service with a variety of tools, including tracking

delivery in-full on-time (DIFOT) for relevant businesses. Across the group these insights

point to opportunities to deliver even more exceptional service, new products and

innovative solutions to always exceed customers’ expectations.

By taking this insights-based approach, we have been able to drive performance,

upskill our senior leaders, and bring the voice of the customer directly to planning

and decision making.

We believe that the key to our success is in how satisfied and loyal our customers are. Ensuring that

all our businesses maintain relentless focus on their customers is a key priority for Fletcher Building.

CUSTOMER

1 Relationship Net Promoter Score

(NPS)

FY22FY23FY24

42

48

36

48.0


NPS

FY23: 42.0

Net Promoter Score1

Customers have responded strongly

to Comfortech's® H1 Hub with online

tools for planning projects in light of

new regulation to support increased

insulation of homes.

2 Includes Tradelink®.

Fletcher Building Limited Annual Report 2024

14

Firth®: Supporting customers with easy digital tools for common build challenges
Comfortech®: Customer solutions engineered for comfort, climate and protection

Firth® have been developing,

manufacturing and delivering concrete

and concrete products to New Zealanders

for almost a century from its 70+ sites. This

long standing success can be attributed

to constantly adapting to evolving

customer needs and requirements, in

particular using digital means to enable

market leading solutions to solve complex

customer problems.

This approach has proven highly effective

in partnering with customers to enable

better business outcomes.

The variables customers often have to

manage to ensure a successful concrete

pour can be challenging, not least the

predictability of the weather. Firth® have

made a mobile platform Truckast available

for customers to offer live insights to help

drive efficiency of order delivery and

pour performance on site. Truckast also

provides a range of other uses including

order management, a real-time view

of trucks making their way to site and

weather forecasts for the pour location.

Firth's® ability to deliver the products

and services customers require, when

they need them, has set it apart from

competitors and this is reflected in how

customers feel about their experience with

Firth®. In FY24, the company recorded an

increase in customer engagement with a

10 point uplift in NPS, to a market leading

NPS of 77.3 (compared to NPS 67.7 in

FY23).

The benefits of using an insights-led approach to deeply understand what is important

to our customers, are demonstrated by several of our businesses who already do

this well.

Comfortech® Building Performance Solutions (formerly named Tasman Insulation and

Forman Building Systems) acted on the opportunity to support customers to navigate

how building regulation changes would affect their projects. Effective from May 2023,

the H1 Building Code requirements in New Zealand brought sizeable change to how new

build construction must support energy efficiency. The team understood that customers

wanted suppliers to make this process easy, with three key customer purchasing criteria

clear on preference for products designed and tested for New Zealand conditions and

always readily available.

Comfortech® created simple online tools which show solutions specifically designed

to meet the H1 Building Code requirements. The ‘H1 Hub’ now offers educational

information for residential and commercial builds, as well as technical resources that

offer high quality, accurate information that is readily available and easy to use.

In addition, Comfortech® has introduced a range of Pink® Superbatts® products which

maximise thermal performance and are specifically developed to meet the H1 Building

Code changes.

As a result of continuing to evolve and respond to industry challenges, the team’s H1

solutions are often positively referenced in customer surveys. In addition, the H1 Hub on

the Comfortech® website saw an 83% increase in traffic during the first three months of

the H1 changes coming into effect and the business has continued to supply customers

nationwide with a delivery in full on time (DIFOT) score of over 90%.

Comfortech®

NPS

50.0

FY23: 61.7

DIFOT

90%

Firth®

NPS

70.8

FY23: 67.6

Anon (customer), NPS Survey data

Pink® Batts® provide the easiest documentation to fit

[insulation to] tight spaces and meet H1 values.

Website:

Firth®

Fletcher Building Limited Annual Report 2024

15

We are proud to have made $850 million of investments in productive assets and sustainable
manufacturing in New Zealand, Australia and across the Pacific over the past five years. In doing so,

we are reinvesting in the future of local economies and prioritising sustainable building products for

more high quality, warm, dry and healthy homes people love to live in. This foresight has strengthened

our businesses to continue to support our customers as we have been navigating a significantly softer

market environment in FY24.

Laminex® New Zealand: Leading the next generation of popular,

sustainable building products

As a natural building material, wood has strong customer appeal, and is flexible to local

climate and conditions. It is ideal for how we construct exterior and finishing elements of

most buildings in this part of the world, and typically more sustainable than alternatives.

Laminex® New Zealand continues to perform and customers respond well to its range of

wood panels, popular with commercial and home builders alike.

The construction of its $350 million Taupō plant expansion has progressed in FY24 and

will be on track to begin production from late 2026.

The new 20,000m2 Taupō facility will allow the business to diversify its range of popular

panels, modular housing floors, walls, ceilings and cabinetry, such as leading Melteca®

range, used in kitchens, bathroom and commercial projects. It will also include a fully

integrated processing and packaging line which will generate further operational

efficiencies, increase the number of products on offer and can scale to triple current

production capacity when needed.

Powered and lit with low-carbon options, the plant will initially employ 66 people on

opening and is designed to sensibly manage waste and produce some of its own energy

requirements through a bio-mass facility on site. These features increase the sustainability

of the products coming off the line, create operational efficiencies, as well as keeping

running costs relatively contained.

PlaceMakers® Frame & Truss:

Enhanced quality and efficiency for

Auckland builds

In Auckland, PlaceMakers® Frame & Truss is redeveloping

an Onehunga manufacturing site formerly home to

Winstone Wallboards®. On completion in 2026, the new

plant will allow the business to enhance efficiency and

increase local weekly production capacity from 500m

3


product per week, to 1,200m

3

of its modern timber wall-

frame and roof-truss pre-fabrication components.

Advanced automation within the plant, including the

use of robotics, will decrease fabrication lead time from months to weeks, significantly

improve precision dimensioning and tolerance of the finished product, as well as provide

an even safer environment for the team. Modern machinery and innovation built into the

$112 million facility upgrade will enable PlaceMakers® Frame & Truss to develop its cassette

floor offer while also advancing new product offerings such as sheathed structural

support products. All timber off-cuts generated will be recycled across Fletcher Building

businesses to minimise waste.

Continued investment in sustainable,

local manufacturing

>

$

850


million

investment in

productive assets

over the past 5 years


15

%


ROFE

target for investments

made (at maturity)

INNOVATION

& GROWTH

Growth and

Investments $m*

Acquisitions Growth

FY20FY21FY22 FY23 FY24

22

78

163

11

191

215

183

*The above metrics exclude

Tradelink® which is treated as a

discontinued operation.

Acquisitions include Tumu® branches

in Hawke's Bay and Waipapa in FY23.

Growth includes investment in the

new Winstone Wallboards® plant in

Tauriko, new Laminex® New Zealand

plant in Taupō, new PlaceMakers®

Frame & Truss plant, and Steel site

consolidation in Papakura.

Fletcher Building Limited Annual Report 2024

16

Working together with customers to
address the environmental impact of

new homes and the building products

they require, is essential as we adapt to a

changing climate.

In 2021, Fletcher Living® embarked on

an ambitious project, pulling together

a group of sustainability and technical

experts from across Fletcher Building and

the wider industry to shrink the carbon

footprint of residential homes. The project

reimagined how homes could be built

more sustainably showcasing a pathway

to a low emission, climate resilient future.

The result: Fletcher Living's® first low

carbon home, known as LowCO.

In January 2024, the three-bedroom stand-

alone LowCO home designed for low

energy, low carbon and low water use with

biodiverse landscaping2, was completed,

and in July 2024, the Smith family moved

in. Three other terrace-style LowCO

homes have now also been completed.

The Smiths will remain in regular contact

with the project team over the first three

years of use, as the team continues to

learn how the house stands up to the

demands of family life compared to their

modelling.

Ella Smith says, “Brendan is keeping

a keen eye on the smart monitoring

LowCO™: Homes fit for a lower-carbon future

7x less1

carbon emitted than

a typical new-build

standalone home1

Homestar


10

2

(v5) New Zealand Green

Building Council


80%

1

potable water savings

(house) & 50% (terrace)

For design and expected

performance information,

go to the LowCO website.

technology installed in the house, such

as temperature, water and energy usage.

For me, I am excited about experiencing

sustainable living beyond the usual

baseline of solar and rainwater."

On average, the lifespan of a typical New

Zealand detached home is 90 years. In

their research the LowCO team found

that during this time our houses would

need to emit 7x less carbon than a typical

New Zealand new-build detached house

to be consistent with keeping global

warming below 1.5 degrees Celsius.

While operating savings will help recover

upfront costs for a homeowner, the

LowCO build is more expensive to build,

than an equivalent sized three-bedroom

standalone Fletcher Living® home,

demonstrating why it is so important for

industry to make sustainable products

more available at scale.

Fletcher Residential and Development's

Head of Sustainability and LowCO

project lead, Nicola Tagiston reflects

that “while the individual energy, water,

and green technologies in LowCO are

incredibly forward-thinking and represent

best practices, what makes LowCO

extraordinary is its building science

and data-driven approach to design

and material choices. The project has

enabled our own businesses, such as

Comfortech® and Firth®, along with

public entities like Watercare, building

science experts Sustainable Engineering

Ltd and landscape architecture through

Beca, to unite around a common goal of

building a low carbon house.”

“LowCO stands as an opportunity to

keep learning and testing future, more

sustainable building practices. It is

also a testament to what the industry

can achieve when we prioritise the

needs of future generations and push

the boundaries of what is possible in

construction today.”

Ella Smith, LowCO Home resident

How cool that we can recycle so much

water! Brendan and I love that our three-

year-old daughter Tui loves to pick flowers

from the meadow! We are thrilled to be the

first to try out lower carbon home living and

with the added benefit of fewer bills to pay.

1 For information on the

reference emissions for a

standard build, and the design

and calculated performance

projections for LowCO, see

page 64 or refer to the case

studies on the LowCO website.

2 LowCO achieved a Homestar 10 rating as a

result of the sustainable aspects of the design.

Fletcher Building Limited Annual Report 2024

17

Doing sustainably better business, in partnership with our customers and communities, is core
to our business strategy. We understand that our business activities can have impacts on the

environment, and it is important to our customers, shareholders and our people to reduce these

impacts. To do this, we put significant effort into actions that are important to our customers and can

create meaningful change.

In FY24 we made positive progress on our sustainability measures. These actions have been

internationally recognised, again achieving leadership ratings from the Carbon Disclosure Project

and inclusion in the S&P Sustainability Yearbook.

Action on emissions

We are committed to reducing our

greenhouse gas (GHG) emissions to

limit the impact of our operations on our

planet, and to mitigate climate risk to our

business. In addition to reducing our own

GHG emissions, we support our supply

chain to understand and reduce their

emissions too.

A summary of our process for assessing

climate-related risks is included in the

Corporate Governance section of this

report. We will also issue a separate

Climate Statement for FY24 in line with

mandatory reporting requirements set

by the New Zealand External Reporting

Board.

Scope 1 and Scope 2 GHG emissions

for our ongoing operations were 969

thousand tonnes of CO2e (kt CO2e) which

is a reduction of 4% from FY23 and a

reduction of 19% from our baseline year of

FY181. While some of the reduction from

FY23 to FY24 is due to lower production

activity in FY24, our business is becoming

less carbon intensive as we implement

carbon reduction measures.

GHG emissions relative to our

revenue have decreased 22%

from 162 t CO2e/$m in FY18 to

126 t CO2e/$m in FY24.

The highest sources of GHG emissions

for our business are from our cement

operations at Golden Bay™, electricity

used in our Australian businesses, process

heat from our manufacturing operations

in New Zealand, and the fuel used for

transport in New Zealand.

We made progress in all these areas

in FY24. Coal use at Golden Bay™ was

reduced through substitution with

alternative fuels including waste tyres

that would otherwise be sent to landfill,

using 18,000 tonnes in FY24. Together

with our use of biofuel, we achieved 47%

substitution of coal with alternative fuels

at Golden Bay™ during FY24. In FY25 we

will explore further options to reduce coal

usage.

Carbon dioxide is also produced from

the cement manufacturing process

itself, and therefore requires industry

solutions for these emissions. In FY24 we

collaborated with Concrete New Zealand

on development of this country's concrete

industry roadmap to achieve net zero

carbon emissions by 2050. The roadmap

charts a clear path to substantial carbon

reduction across the industry and it is

our collective goal to reduce emissions

by 44 per cent from 2020 levels, by

2030. To do this we will need to increase

the production and use of lower carbon

cement and concrete in New Zealand. For

our operations, we continued to research

and pilot options for lower carbon cement

in FY24, and will continue in FY25.

Sustainability

19%

Reduction in GHG

emissions since FY18

(

1

)

A-

CDP ‘Leadership’ level

for management of GHG

emissions

A-

CDP Supplier

engagement rating

Fletcher Building Limited

Sustainability

Yearbook Member

S&P Global

1 Emissions and comparisons provided in this report are calculated for the Group on an equity share basis for our

continuing operations, and exclude Tradelink®. In this, and in our previous Annual Reports, emissions are reported

according to the Greenhouse Gas Protocol location-based methodology for Scope 2 emissions. FY24 emissions

including Tradelink®, calculated using both the location-based and market-based methodologies, are available on

the Sustainability Reports section of our website. The Methodology for non-financial measures section of this report

explains how emissions have been assessed and where the assurance statements can be found.

SUSTAINABILITY

Fletcher Building Limited Annual Report 2024

18

Carbon emissions
Emissions (kt CO2

e)


location based

Emissions intensity (t CO2

e/$m)

1,400

1,200

1,000

800

600

400

200

0

180

160

140

120

100

80

60

40

20

0

74%

product revenue from

sustainably certified

products in our

manufacturing businesses

87%

waste diverted

from landfill

FY18FY19FY20FY21FY22FY23FY24

Our Australian businesses are becoming less carbon

intensive both as a result of the electricity grid in Australia

decarbonising and due to our actions to install and purchase

green electricity. The rooftop solar installation constructed

in FY24 for one of our Laminex® operations in Queensland

will provide a reduction of approximately 900 t CO2e in FY25

by comparison with previous years and a second installation

is underway. In FY25 we will investigate further rooftop

solar and renewable electricity purchasing options for our

businesses in Australia.

The use of natural gas for process heat reduced in our New

Zealand operations. The installation of more efficient infrared

ovens in our Steel business in the previous year reduced

emissions by c.2,500 t CO2e in FY24 by comparison with

previous years. Our new wallboards facility at Tauriko was

designed with energy efficiency in mind, resulting in c.1,850

t CO2e of GHG reduction in this year, which we would expect

to improve further with a full year of operation in FY25.

We continue to transition our Construction road fleet toward

hybrid vehicles, and increased from 18% hybrid in FY23 to

32% in FY24. We are actively looking for cost effective options

for lower emission heavy fleet and equipment. We upgraded

some of our bitumen tankers with more efficient vehicles

which also have higher load capacity, meaning fewer trips by

road, and we sourced an electric dumper for our Wellington

Belmont quarry which we estimate will result in a reduction of

30,000 litres of fuel during FY25.

Our supply chain (Scope 3) emissions were 1,326 kt CO2e

in FY24, which is a 7% decrease from FY23, mainly due to

lower activity. We continue to work with our supply chain on

emissions reduction and were proud to be recognised for

leadership in supplier engagement by the Carbon Disclosure

Project (CDP) in FY24 with an ‘A-’ rating for our supplier

engagement on carbon reduction.

Te Ara Tūhono/Pūhoi to Warkworth motorway built in

joint venture with Acciona, is one of only three projects

outside North America to gain certification by the

Greenroads Sustainability Transport Council. Achieving

‘Silver’ accreditation, the project was recognised for

outstanding performance in construction environmental

management and site health and safety management,

as well as for community and iwi engagement.

303

290

275

266

259

239

217

896

812

804

823

793

773

752

Scope 1 emissionsScope 2 emissionsEmissions intensity

Fletcher Building Limited Annual Report 2024

19

Revenue from Sustainably Certified
Products – Target 75% by FY26

Percentage of

product revenue

80%

70%

60%

50%

40%

30%

20%

10%

0%

FY22FY23FY24

71%

74%

61%

Prioritising sustainable products and solutions

The future of the building products and construction

sector is best supported through developing and using

more sustainable building products and solutions.

Pleasingly, in FY24 we made more of these products

available and increased the proportion of these products

sold to customers.

We completed LowCO™, our sustainable homes of the future,

in FY24. The LowCO house and terraces are designed to

use significantly less carbon, electricity and water than a

standard build. One of the aims of building to the exacting

standards required by LowCO is to be an exemplar of

sustainable residential construction – which is why LowCO’s

designs are freely available for anyone to use.

Lower carbon infrastructure construction is important

to our customers and communities. To support progress

towards this, we partnered in the launch of the New Zealand

Environmental Product Declaration library housed within

Mott MacDonald’s Moata Carbon Portal, a tool designed to

streamline measurement and reduction of embodied carbon

in infrastructure projects.

We increased the number of sustainability certifications

held by our products. When we refer to ‘sustainably

certified’ products, we mean products made or sold by

our manufacturing businesses that hold a credible, third

party verified, sustainability certification that is recognised

in green building and sustainable infrastructure ratings.

These products support our customers to build using more

sustainable materials, and we added eight more certified

products to our portfolio in FY24, including certifications

for Humes® precast concrete, Laminex® particle board

and melamine products, and Altus® aluminium and

window systems.

Our Higgins® team published New Zealand's

first Environmental Product Declaration for

asphalt this year.

Our next step for this product is funded research on

biological binders for asphalt that could reduce asphalt

emissions and decarbonise road construction.

Product revenue from sustainability certified products in

our manufacturing businesses increased from 71% in FY23

to 74% this year, very close to our goal to achieve 75% by

FY26. This included revenue from products that hold Type

I environmental labels such as Eco Choice Aotearoa and

Global GreenTag GreenRate™, or Type III certification such as

Environmental Product Declarations.

Type I & Type III

certifications

Type III

certifications

Type I

certifications

28%

46%

SUSTAINABILITY

Our Laminex® Australia business has over 90

years of making building products in Australia,

including those shown here in one of our

customer showrooms.

Laminex® has a focus on reducing environmental

impact. Just under 90% of products sold by

Laminex® Australia hold Global GreenTag

GreenRate™ sustainability certification, a

robust third-party certification that identifies

environmentally preferable products and can

contribute toward customers achieving a Green

Star building rating.

Our manufacturing facility at Toolara is taking

further steps. The plant is already 100% water self-

sufficient, and generates part of its energy from

renewable biomass. In FY25, a new rooftop solar

installation will provide renewable energy as well.

Fletcher Building Limited Annual Report 2024

20

Fletcher Building Limited Annual Report 2024

20

The planning and engagement on the Positive Biodiversity
plan for our quarries carried out in FY24 will be realised in

FY25, including the start of our seven-year commitment to

support Nature Lands yellow crowned Kākāriki breeding

programme and support for the recovery of indigenous

flora and fauna in areas near to our operations.

As part of this commitment we will begin pest control on

960 hectares at Maungakawa Reserve in the Waikato in

partnership with Ngāti Hauā, 250 hectares of pest control

at Tiakiriri Kukupa Scenic Reserve (also known as Otaika

Valley Reserve) in Northland, and restoration planning for

three sites in Auckland.

Reducing waste and building up the circular economy

Each of our divisions is seeking out opportunities to reduce

or reuse waste, and working with customers and partners to

drive positive change through the circular economy.

In FY24 we completed a structured review across our

divisions to increase understanding of the waste streams

in our main regions of operation, improve the quality

of our waste data, and identify future circular economy

opportunities for our businesses to pursue.

We already recycle substantial quantities of wood, concrete,

plasterboard and steel, with the benefit of keeping these key

construction materials available for reuse and out of landfill.

In FY24 we recycled 171,000 tonnes of waste and sent 25,000

tonnes to landfill, achieving 87% diversion of waste from

landfill and exceeding our target to achieve >70%.

In addition to the recycled waste noted above, we continued

to use waste wood dust generated in operations at our

Laminex® businesses as an energy source to fuel those

operations, converting 116,000 tonnes to energy in FY24.

This not only avoids waste disposal but also provides carbon-

neutral energy that would emit c.85 kt CO2e if natural gas

was used instead.

Circular economy requires more than waste reduction, it is

also about innovation within our sector to reduce the overall

use of materials. While we are at an early stage with circular

economy, we have already implemented several initiatives.

Since its launch in 2022, Iplex® Australia’s Pipeback

programme has recovered 50 tonnes of material from

customers, mostly PVC and PE pipe off-cuts, recycling it back

into manufacturing and reducing the need for raw materials.

We acquired The Urban Quarry® in FY23, which turned over

30,000 tonnes of waste concrete and other materials into

recycled aggregates in FY24, not only removing waste from

landfill, but providing quality materials to our customers.

Fletcher Building Limited Annual Report 2024

21

Firth’s® South Auckland area manager Rajesh (Roger) Panjanani and certified driver
Lesley Kemeny chat as they prepare for a local concrete pour at a site in Pukekohe,

South Auckland. Lesley credits Roger and the team’s great support as she was

amongst the first to access Fletcher Building’s gender affirmation leave in late 2023.

Lesley is passionate about sharing her story of transitioning at work with the aim to

highlight the people and services that are available to help.

Lesley Kemeny, certified truck driver at Firth®

It’s an important part of anyone’s journey that they

get some support from somewhere. It’s a very

emotional and very personal experience and not

all transgender people are the same. The more we

can do to make people feel comfortable to step into

who they really are, when they are ready, the better.

Fletcher Building Limited Annual Report 2024

22

Our People
At Fletcher Building, we recognise that as we support our people to grow and develop their careers,

our customers and businesses also benefit.

Together with support from the Fletcher Building Employee Education Fund, in FY24 we focused on

delivering the things that our people tell us keep them engaged. We invested in their capabilities with

a special emphasis on connecting with customers, and we further built up our inclusive culture to

support and empower our people to reach their full potential.

A highly engaged and

customer-committed

workforce

Central to our ability to deliver excellence

for our customers, is the exceptional

experience we offer our people. After

all, these are the people who in turn

create quality customer experiences of

their own.

In FY24, we focused engagement activities

on the areas our people told us mattered

the most. Workshops and roadshows

with our frontline, enabled leaders to

talk through business plans, building an

important sense of connection to how our

people contribute to our business. We also

responded to their challenge to do more

to recognise their great work, including

by highlighting their stories to the wider

organisation. Several businesses also

initiated new recognition programmes

of their own. This approach is having a

positive impact and in FY24 we increased

our measure of employee engagement,

employee Net Promoter Score (eNPS), by

six points to eNPS 35 (eNPS 29 in 2023).

Improving customer

outcomes through the

development of our people

We believe there is more we can do,

through our people, to enhance the

experience we offer our customers. In

FY24 we set out to apply this focus to our

training and development programmes.

Enhanced sales and service have been

the focus for development activities with

specific programmes in place to drive

customer outcomes in each business.

For example, within the New Zealand

Distribution division, training to sharpen

skills for better teamwork to deliver

‘exceptional moments’ for customers,

supported a positive 10+ point uplift as

shown in branch-level NPS scores during

the period.

35eNPS

Employee Net Promoter Score

FY23: 29

23.2%

women in leadership

FY23: 20.7%

89

more women in operational

leadership

162,000+

hours of training delivered

across all programmes in FY24

$5.1m spend

CAPABLE & HIGHLY

ENGAGED PEOPLE

Employee Engagement

Rating

FY22FY23FY24

29

35

26

Support from the

Fletcher Building

Employee Education

Fund (EEF)

Benefits offered by our Employee

Education Fund (EEF) included support

for external study for 211 people and

reached into the community with

extra tuition for families (supporting

391 individuals). Also through EEF, we

have continued to offer development

opportunities for the children of our

people through Outward Bound, Spirit

of Adventure and Hillary Outdoors,

which involved 65 young people in FY24,

and this year began offering holiday

programmes for Fletcher Building

families which offer great childcare

options for school holiday periods.


Fletcher Building Limited Annual Report 2024

23

BUILDhers

: A home built by women

In March 2024, Fletcher Living's® first residential house-build project BUILDhers™ in

Whenuapai, north-west Auckland, was completed.

As well as delivering the comfortable, stylish, high-quality four-bedroom stand-alone

home the customer expects, the project succeeded in raising awareness and challenging

stereotypes that have prevented female tradespeople being a more common sight on site.

During the six months it was underway, the build made headlines as the team welcomed

over 20 groups on site, including young women from local high schools, and through the

‘Girls in High Vis’ initiative. The team celebrated International Women’s Day with a visit from

the Prime Minister, Christopher Luxon.

We are seeing an impressive rise in the numbers of skilled, site-based women entering

the industry with all the technical expertise needed. However, there is still more work to

be done to attract women to the industry. While the project involved 40+ skilled women

contributing to the design, build, marketing and sales phases, the team further highlighted

the lack of women in particular trades such as carpentry and scaffolding. The final home

delivered on time and on budget, meant the project was around 75% female built.

The next phase of the project has commenced, with Fletcher Living's® announcing

BUILDhers™ 2 which will undertake to build another home at Whenuapai from late-2024.

Planning and resourcing is now underway with a goal to involve an even higher proportion

of female tradespeople in this next build.

Our Construction, Building Products, Residential and

Development divisions have invested in innovation sprint

training to enable a faster path to market for new customer

solutions. In FY24, this training resulted in a range of

new initiatives being implemented, bringing several new

products, driving more value and enhancing sustainability

offerings. Examples of this include new acoustic panels at

Comfortech® and slab water tanks for rain retention for new

Fletcher Living® homes.

Encouragingly, our people tell us that they believe that they

are contributing to improve customer outcomes too. In our

latest internal engagement surveys, we recorded a six-point

improvement on this customer-oriented question. These

efforts helped achieve improved customer engagement as a

whole in FY24, with NPS of 48 which is approaching our best-

in-class target of ≥55.

Opportunities for more women to

participate and lead our businesses

Our Diversity, Equity and Inclusion strategy is driven through

three key areas: fostering an inclusive culture; improving

gender balance, and in creating more diverse ethnicity within

our leadership groups.

Construction, manufacturing and engineering are fantastic

careers for women and in FY24, we were determined to

increase the number of women in leadership in almost all

areas of our business. Several mentoring programmes are

now in place across the business, partnering our female

leaders with senior leaders. In FY24, 85 women participated

in our Women to Leadership mentoring programme which

provides 10 months of mentoring by a senior leader. These

efforts have supported improved engagement and further

strengthened our pipeline of female leadership talent.

During the year, we increased the overall proportion of

women in leadership from 20.7% in FY23 to a total of 23.2%

in FY24, with 236 more female leaders since FY23 (and within

that, 89 more female leaders of operations). Additionally,

with the appointment of four new female general managers

in FY24, we bring the proportion of the businesses run by

women to 22%, from 6% in FY23. This represents significant

progress as we work on achieving our target of 30% women

in leadership by FY27.

While our gender pay gap (the median pay for women

compared to men, regardless of job or level) is closing at

1.9%, our gender pay parity gap (paying women and men

the same for similar sized jobs) is larger at 5.1% (5.2% in

FY23). This gap is in part the result of continued increasing

wages in a tight, male-dominated building and construction

market. To take action to close the gap, we have reviewed

and pinpointed the moments where pay parity can creep and

updated tools for remuneration decision making. We are also

working with our leaders to support them to navigate the part

they play in achieving pay equity in their teams.

40+

women involved in

design, build and finish

20+

groups welcomed

on site to discuss

opportunities for

female careers in trades

Website:

BUILDhers™

Pictured: Project Manager,

Jasmin Lawrence (right), with

carpenters Melanie Henshaw

and Sylvia Campbell from

Fletcher Living's® BUILDhers™

project in Whenuapai.

Fletcher Building Limited Annual Report 2024

24

Being a part of the Tikanga programme with Te Wānanga o Aotearoa has been a truly
enriching learning experience. Through this we've been gifted fantastic cultural tools for

engaging with customers and people, and new light has been shined on the responsibility

we have in managing our operations with care for our community and the land.

Mike Arthur - General Manager, Winstone Wallboards®.

Video:

First Nations

36

participated in

Whakatupu i a Tupu Māori

and Pacific Leadership

FY23: 36

100+

people involved in basic

Te Reo learning

23

people completed

Te Wānanga programmes

in Tikanga or Te Reo in FY24

We celebrate the diversity of the many different ethnicities present across our

operations in Aotearoa New Zealand, Australia and the Pacific, and support specific

initiatives to enhance connections with indigenous cultures across the lands we share.

As a significant business with a long history in Aotearoa, we understand the

responsibility we have to empower our Māori communities, iwi, hapu, whānau,

customers and partners to grow and enhance their social, cultural, economic and

environmental wellbeing. In FY24 our Māori strategy ‘Te Kākano’ (the ‘seed’ or

‘beginning’) was initiated to help the business to better engage with Te Ao Māori

(Māori worldview), and weave more cultural practice into our daily business.

Our relationships with iwi local to our businesses in New Zealand are important to us,

and we have the opportunity to build and enhance that kaupapa (principle). Together

with representative iwi input we are strengthening our platform for engagement with

Māori communities. In FY24, we have been proud to work closely with many iwi and

hapu. For example, we have greatly appreciated the support of Taranaki whanui and

Ngāti Toa Rangatira as we refine our work to enhance the biodiversity of our Winstone

Aggregates® sites at Belmont Quarry, and in Taupō where, with the support of Te Awa

Kairangi, we are transforming our Laminex® manufacturing plant. We continue our

iwi partnerships with Te Aakitai Waiohua, Ngaati Te Ata Waiohua and Ngaati Tamaoho

supporting our PlaceMakers®, Higgins® and Firth® business in Tāmaki Makaurau. In

Hobsonville, Auckland at the Te Uru terraces, our Residential and Development teams

have effectively worked together with Ngāti Whātua o Kaipara, including collaborating

on some artwork that now adorns the apartment block.

In Australia, we are generating a deeper understanding of the rich history and culture

of Aboriginal and Torres Strait Islander peoples. Developing the contribution we can

make to reconciliation, is core to our Reflect Reconciliation Action Plan (RAP). The

Reconciliation Working Group was convened with representation from each of our

Australian businesses, and in September 2023, the group came together for the first

time, meeting with Yarnup, our First Nations partners in Brisbane.

This first phase of the programme is centred on ‘looking inwards’. To begin

that exploration, the team commissioned a video bringing to life the journey to

reconciliation which will help maintain momentum as we take early steps forward. In

FY25 we will move towards broader strategic initiatives including our membership

of Supply Nation, to increase opportunities for Aboriginal and Torres Strait Islander

suppliers, who are under-represented in our supply chain, to work with us.

Lifting up our indigenous cultures

Winstone Aggregates® environmental

manager Ian Wallace (left) meets with

members of the Pukekawa Quarry kaitiaki

group, Nanaia Rawiri (Ngāti Āmaru and Ngāti

Pou) and quarry manager Lance Gosling.

Fletcher Building Limited Annual Report 2024

25

A pilecap constructed at Brian Perry Civil’s® Otaihanga
precast yard being transported by our largest jack-up

barge Manahau. BPC is delivering the Seaview Resilience

Project for CentrePort in Wellington, seismically

strengthening the wharf which feeds the adjacent fuel tank

farms while it continues to operate.

Fletcher Building Limited Annual Report 2024

26

Group Performance
Fletcher Building Limited Annual Report 2024

27

Group Performance
Continuing operations

2024

NZ$M

2023

(3)


NZ$M

Revenue7,6 8 37,6 7 9

EBIT before significant items

(1)

509785

Significant items

(2)

(333)(301)

EBIT176484

Lease interest expense(58)(53)

Funding costs(142)(94)

Earnings before tax(24)337

Tax expense(55)(88)

Earnings after tax(79)249

Non-controlling tax(7)(19)

Net (loss) / earnings(86)230

Net earnings before significant items 183447

Basic earnings per share (cents)(29.0)30.0

Basic earnings per share before significant items - continuing operations (cents)23.45 7.1

Dividends declared per share (cents)34.0

Cash flows from operating activities398388

Capital expenditure429461

Investments11183

Revenue - continuing operations

2024

NZ$M

Restated

2023

(3)


NZ$M

Building Products1,3451,443

Distribution1,6151,824

Concrete1,0821,085

Australia1,9792,222

Materials and Distribution divisions

6,0216,574

Residential and Development796607

Construction1,6141,319

Other1010

Gross revenue8,4418,510

Less: intercompany revenue(758)(831)

External revenue7,6 8 37,6 7 9

(1) EBIT before significant items is a non-GAAP measure used by management to assess the performance of the business and has been derived from Fletcher Building

Limited’s consolidated financial statements for the period ended 30 June 2024. Further details of significant items can be found in note 2.2 of the consolidated

financial statements.

(2) Further details of significant items can be found in note 2.2 of the consolidated financial statements.

Note: External revenue includes income from the Group's Vertical Buildings Business (2024: $159 million 2023: $104 million), which the Group is in the process of

exiting. The New Zealand International Convention Centre and Hobson Street Hotel (NZICC) represent the largest project to complete in this sector. EBIT before

significant items, however, excludes any earnings from these projects, which are recognised as a Significant Item.

(3) The comparatives have been represented for Tradelink® classified as a discontinued operation. Further details of the change can be found in note 2.4.

Fletcher Building Limited Annual Report 2024

28

(1) EBIT before significant items is a non-GAAP measure used by management to assess the performance of the business and has been derived from Fletcher Building
Limited’s consolidated financial statements for the period ended 30 June 2024. Further details of significant items can be found in note 2.2 of the consolidated

financial statements.

(2) The comparatives have been represented for Tradelink® classified as a discontinued operation. Further details of the change can be found in note 2.4.

The above metrics exclude Tradelink®, which is treated as a discontinued operation.

* Before significant items.

1 FY20 significantly impacted by COVID-19 lockdowns.

EBITEBIT before significant items

(1)

2024

NZ$M

2023

(2)


NZ$M

2024

NZ$M

2023

(2)


NZ$M

Building Products124200143215

Distribution4914049141

Concrete134154130156

Australia109157126167

Materials and Distribution416651448679

Residential and Development100147100147

Construction(264)(247)2826

Corporate and other(76)(67)(67)(67)

Total EBIT176484509785

Lease interest expense(58)(53)(58)(53)

Funding costs(142)(94)(142)(94)

Earnings before tax(24)337309638

Tax expense(55)(88)(119)(172)

Earnings after tax(79)249190466

Non controlling interests(7)(19)(7)(19)

Net earnings - continuing operations(86)230183447

Discontinued operation(141)5(1)5

Net earnings(227)235182452

$1.9b revenue

$5.6b revenue

22% NZ

3% AU

Infrastructure

19%

Construction

24%

AU Materials

and Distribution

17% NZ

7% AU

Commercial

36% NZ

15% AU

Residential

Group Performance (continued)

FY201FY21FY22 FY23 FY24FY201FY21FY22 FY23 FY24FY201FY21FY22 FY23 FY24

Group

EBIT* ($m)

Focus across NZ and Australia

Group

EBIT* Margin

Revenue weighted to market

Materials and Distribution Divisions

EBIT* Margin

Value chain revenue

155

2.4%

6.6%

8.9%

9.6%

10.2%

5.1%

7.4 %

8.8%

9.1%

10.3%

655

509

741

785

48%

NZ Materials

and Distribution

9% Residential and Development

Fletcher Building Limited Annual Report 2024

29

Group Overview
External revenue for the Group’s continuing operations

1

was $7,683 million, broadly in line with the

prior year’s $7,679 million. EBIT for continuing operations and before significant items was $509

million, down 35% compared to $785 million in the prior year. Group net earnings were an $227

million loss compared to $235 million reported in the prior year. Cash flows from operating activities

were $398 million, compared to $388 million in the prior year. Return on funds employed (ROFE)

excluding significant items was 10.0%, down on prior year of 17.1%.

While FY24 revenue was broadly flat,

the year had a higher weighting to

the Construction and Residential and

Development businesses, as revenues

for the materials and distribution

divisions (Building Products,

Distribution, Concrete, and Australia)

were materially impacted by a sharp

market slowdown in both New Zealand

and Australia.

In New Zealand, the first half of FY24

saw market volumes for the materials

and distribution divisions decline ~15%

against 1H23; and in the second half

of FY24, market volumes declined

a further ~10% against the 1H23

baseline. In Australia, market volumes

in the first half of FY24 declined ~8%

against 1H23; and in the second half

of FY24, volumes moved a further ~7%

lower. The residential sector in New

Zealand was the hardest hit, due to

challenging economics for housing

developers and falling consumer

confidence in the housing market.

Commercial and infrastructure

markets also declined, though not so

sharply as the residential sector, while

the rural market in New Zealand was

very weak due to reduced agricultural

expenditure. The challenging trading

environment led to pressure on

pricing and gross margins in certain

businesses, particularly in the

Distribution division in New Zealand,

which was subject to a significant

increase in competitive intensity.

For the Residential and Development

division, the market for house sales

in New Zealand was positive in the

first half, and then slowed materially

through the balance of FY24. This

slowdown was driven by greater

caution among prospective home

buyers as the New Zealand economic

outlook deteriorated; ongoing

challenges to secure residential home

loan financing; and a significant

increase in house listings. This led to

fewer transactions across the overall

market and also resulted in house

prices, which had been lifting in the

first half of FY24, returning to negative

growth in the second half of the year.

Cost inflation pressures across the

Group remained above long-term

averages in FY24, albeit the rate of

inflation eased slightly from the prior

year. Inflation averaged around 5%

across the Group in FY24, with areas of

higher cost pressure including labour

rates, international freight and New

Zealand electricity costs.

In response to the challenging market

and inflationary environment, the

Group has focused on managing

things within its control, in particular:

customer service, costs, cash flow,

capital allocation, funding lines, and

closing out the legacy construction

projects. Cost reduction has been

a particular focus, occurring

progressively across the Group as

market activity has declined. In FY24

key cost measures have included:

reducing manufacturing shift and

distribution store labour; exit of

loss-making sites and product lines;

reduction in overhead headcount; and

compression of discretionary spend.

The chart below provides a summary

bridge of EBIT before significant items

for the Group’s continuing operations

from FY23 and FY24, highlighting key

features of the FY24 result.

1. Lower market volumes for the

materials and distribution divisions

were the most significant driver of

earnings change, resulting in a $220

million adverse impact year on year;

2. Market share loss in the Distribution

division in the first half of FY24 was

partially offset by gains in certain

Concrete and Building Products

businesses (net $20 million EBIT

decline);

3. Despite competitive pressure on

pricing and areas of variable cost

pressure (e.g. electricity), overall

gains on price more than offset

inflation for the materials and

distribution divisions (net $32m EBIT

benefit);

4. Movements in steel prices resulted

in a $16 million year-on-year adverse

movement in steel inventory

valuations in the Building Products

division ($8 million benefit in FY23,

$8 million cost in FY24);

5. Land Development earnings were

$29 million lower in FY24 as less

profitable brownfield sites were

sold;

6. Overhead cost reduction across

the Group provided a $111 million

benefit on a gross basis, more than

EBIT Bridge FY23 to FY24: Key Drivers of Year on Year Change*

(EBIT before Significant Items, Continuing Operations, NZ$m)

(220)

(20)(29)

(27)

(91)

111

785

509

32

(16)

(16)

FY23Market

volume

Market

share

Land DevRestructuring

costs

Price vs

variable

COGS

Overhead

inflation

OtherSteel

inventory

valuation

Overhead

cost

reduction

FY24

1234567

Market Impacts –

Materials & Distribution

Overheads –

All divisions

Resi &

Devt

* Due to its classification as a discontinued operation, Tradelink® has been excluded from the Group’s continuing

operations in FY24. FY23 results have been restated on a like-for-like basis with FY24.

Fletcher Building Limited Annual Report 2024

30

Group Overview (continued)
(1) EBIT before significant items is a non-GAAP measure used by management to assess the performance of the business and has been derived from Fletcher Building

Limited’s consolidated financial statements for the period ended 30 June 2024. Further details of significant items can be found in note 2.2 of the consolidated

financial statements.

(2) The comparatives have been represented for Tradelink® classified as a discontinued operation. Further details of the change can be found in note 2.4.

Cash flow

2024

NZ$M

2023

(2)


NZ$M

EBIT before significant items

(1)

509785

Depreciation and amortisation337307

Lease principal payments and lease interest paid(226)(212)

Provisions and other(8)(56)

Trading cash flow before working capital movements612824

Working capital movements172(287)

Trading cash flow excluding significant items and legacy projects - continuing

operations

784537

Discontinued operations(18)11

Legacy projects cash flow(376)(31)

Significant items cash flow(49)(42)

Trading cash flow341475

Add: lease principal repayments206196

Less: cash tax paid(15)(191)

Less: funding costs paid(134)(92)

Cash flows from operating activities398388

offsetting inflationary overhead

cost increases of $91 million and

restructuring costs of $16 million;

7. Other reflects reduced JV income

and lower investment property

revaluations in Vivid Living® in FY24.

Detailed analysis of the individual

divisional results is included in

the subsequent sections of the

Management Commentary.

At the end of FY24, the Group’s legacy

construction projects were nearing

completion. During the year, full works

completion was achieved on the Pūhoi

to Warkworth (P2W) roading project,

and on the Horizon Hotel portion of

New Zealand International Convention

Centre (NZICC) project. The remaining

legacy construction works are

concentrated on NZICC (expected

to complete the build by the end of

calendar 2024 with commissioning

and handover in early 2025) and

less substantial remedial works on

the Wellington International Airport

Limited (WIAL) carpark. The Group

also continues to pursue material

claim recoveries on the P2W project.

Disappointingly, as announced at the

Interim Results, an additional provision

of $165 million was required on the

NZICC project and $15 million on the

WIAL carpark. Positively, the remaining

Contracts Works Insurance claims on

the NZICC project were settled and

paid in June 2024, with the amount

materially in line with the provision

announced in February 2024.

A review of the Australian Tradelink®

business led to a $122 million non-

cash impairment and writedown in its

carrying value in the Interim Results.

Following this, the decision was made

to commence a divestment process

of the business. Consequently,

Tradelink® has been classified as

a discontinued operation in the

financial statements. On 12 August

2024, the Group announced that it

has entered into an agreement with

Metal Manufactures Pty Limited to

sell 100% of the shares in Tradelink®

for A$170 million. As a result, an

additional impairment of $36 million

(A$32.5 million) was recognised at

30 June 2024, principally against the

business unit’s property, plant and

equipment, right-of-use assets, and

deferred tax assets. A review into the

resetting of the Higgins® New Zealand

business has also led to a $100 million

non-cash impairment and write down

of the business.

Across the Group, significant item

charges in FY24 totalled $488 million.

Of this, $333 million was from

continuing operations, mainly from

the additional legacy construction

provisions and Higgins® impairment

and write down.

Net interest expense for the Group was

$200 million in the year, of which $142

million related to funding costs and

$58 million related to lease expenses.

Tax expense was $55 million in the year

compared to $88 million in the prior

year.

Basic earnings per share from

continuing operations were (11.0) cents

for the year, compared to 29.4 cents in

the prior year. Excluding the impact of

significant items, earnings per share

from continuing operations were 23.4

cents, compared to 57.1 cents reported

in the prior year.

Group cash flows

Within the prevailing challenging market

conditions, the Company has remained

focused on ensuring robust cash flows.

Despite materially lower earnings

year-on-year, the Group delivered cash

flows from operating activities of $398

million, in line with the prior year’s $388

million. The key components of the

operating cash flow performance were:

• A material improvement in trading

cash flows (excluding significant

items and legacy projects) to $784

million in FY24, compared to the prior

year’s $537 million;

• Materially higher legacy project cash

outflows of $376 million, almost

entirely on the NZICC and P2W

Fletcher Building Limited Annual Report 2024

31

Group Overview (continued)
projects, compared to a $31 million

outflow in FY23;

• Significant items cash outflows

(excluding legacy construction

projects) of $49 million, primarily

related to the Winstone Wallboards®

Tauriko plant transition costs and

Iplex® Australia Pro-fit matters,

compared to $42 million in the prior

year;

• Higher funding costs paid of $134

million, compared to $92 million in

the prior year; and,

• Lower cash tax payments of $15

million compared to $191 million in

FY23.

The Group’s free cash flow from

continuing operations and excluding

legacy construction projects was a

$304 million inflow compared to a

$327 million outflow in the prior year.

The materials and distribution divisions

reported strong trading cash flows

before significant items of $615 million,

compared to $707 million in the prior

year, despite ~$230m of lower earnings

and deteriorating customer liquidity.

The result was achieved through tight

management of inventories and trade

receivables, which resulted in a ~$200

million favourable reduction in working

capital. Creditor terms remained

consistent with the prior period.

The Residential and Development

division reported a materially improved

trading cash flow of $166 million,

compared to an outflow of $107

million in the prior year. A total of $156

million of land purchases (historic

agreements brought on balance sheet)

were settled during the year. However,

overall working capital in the division

reduced by $67 million in FY24, with

land development and housing work-

in-progress actively managed lower.

The division made limited new land

commitments in the year, remaining

well-positioned to support its future

sales pipeline through a total of

~4,200 sections under its control.

For the 2,800 sections and two rural

properties on balance sheet at the

end of June 24, the assessed market

valuation was ~$265 million higher

than the book value.

The Construction division recorded

a strong trading cash flow before

significant items and legacy projects of

$73 million, underpinned by good cash

generation in both Brian Perry Civil®

and Higgins®.

Net capital expenditure and

investments for the Group were $426

million in FY24, consisting of:

• Base capital expenditure of $228

million (maintenance, digital/ERP,

sustainability, and efficiency capital

expenditure), within the Group’s

FY24 guidance of $200 – $250

million;

• Growth capital expenditure and

investments of $136 million, lower

than the most recent FY24 guidance

of ~$150 million as the Group looked

to reduce capital outflows in a

deteriorating market environment.

The Group continued investment in

in-flight growth projects, primarily

the new Laminex® Taupō wood

panels plant ($98 million); a new

Firth® site development in Penrose

($10 million); and the consolidation

of Steel businesses in Papakura

($14 million).

• Final capital expenditure for the

Winstone Wallboards® plasterboard

plant of $38 million, with the project

commissioned in the first half of the

year on time and on budget.

In addition, the Group invested $20

million in the Vivid Living® retirement

village developments, and received

$7 million from the sale of plant and

equipment.

Dividend payments in the year

were $124 million for the FY23 final

dividend, with no interim dividend

having been declared.

Balance sheet, returns and

funding

ROFE before significant items for the

year to 30 June 2024 was 10%, below

the Group’s target of 15%. Funds

employed increased to $4.9 billion

compared to $4.8 billion at 30 June

2023, resulting from: an unwind of

onerous contract provisions on the

legacy construction projects; and the

Group’s investment in in-flight growth

projects.

The Group’s leverage ratio (net debt /

EBITDA before significant items) at 30

June 2024 was 1.99 times, compared

to 1.22 times at 30 June 2023, which

principally reflects debt drawdowns

associated with legacy cash outflows,

and the impact of the weaker earnings

in the year.

The Group’s gearing at 30 June 2024

was 34.7% compared with 27.8% at 30

June 2023.

Total funding available to the Group

at 30 June 2024 was $2,837 million, of

which $760 million was undrawn and

there was an additional $311 million of

cash on hand. This provided liquidity

to the Group at 30 June 2024 of

$1.1 billion.

In the first half of the year, the

Group executed a New Zealand

dollar denominated loan facility to

November 2026 with a three-bank

syndicate of $400 million, which

replaced the $300 million bilateral

revolving credit facility which was

due to mature in October 2024.

In June, the Group made

amendments to its banking

agreements which extend the tenor

of its debt facilities and enable it

to rely on more favourable terms

for covenant testing through to the

end of calendar 2025, if required.

Should the Group need to rely on

the amended covenant levels, it will

not pay a dividend until it agrees to

be tested by, and complies with, its

existing covenant levels.

The Group refinanced an Australian

dollar denominated $674.5m facility

that was scheduled to expire in

October 2025. The agreement

extends the expiry date for this

facility into two longer dated

maturities: A$424.5 million that will

now expire in July 2027, and A$250

million that will expire in June 2029.

The agreement significantly improves

the tenor of the Company’s funding

lines, such that the next material debt

maturity is in FY27.

The Group also announced its first

investment grade credit rating of

Baa2 assigned by Moody’s Investors

Service in the first half of the year.

This rating was subsequently

amended in June 2024 to Baa3 on a

negative outlook, following a review

by Moody’s.

The average maturity of the Group’s

debt at 30 June 2024 was 3.0 years,

with the currency split being 83%

New Zealand dollar; 16% Australian

dollar; and 1% spread over various

other currencies.

The Group currently has 44% of all

borrowings with fixed interest rates

with an average duration of 2.3 years.

Inclusive of floating rate borrowings,

the average interest rate on the debt

(based on period-end borrowings)

was 6.2%.

Dividend

Given the current market conditions

and in line with the Company’s

dividend policy and banking

covenant restrictions, the Board has

not declared a final dividend.

Fletcher Building Limited Annual Report 2024

32

Apprentice builder Richard Kalonihea
of Auckland's Craftsman Builders

confirms receipt, as PlaceMakers

Delivery team oversee order dispatch.

Divisional Performance

Fletcher Building Limited Annual Report 2024

33

Building Products
*before significant items

Safety

FY24: 2.4 | FY23: 2.5

(TRIFR1)

Customer

FY24: 41.6 | FY23: 48.7

(NPS2)

People

FY24: 45 | FY23: 41

(eNPS)

Environment

FY24: 54 kt CO2e

FY23: 62 kt CO2e

Carbon emissions

3

74% Revenue

from sustainably-

certified products


FY24

215

143

FY23

48% Residential

33% Commercial

19% Infrastructure

Revenue Weighted

Sector Exposure

34.0%

32.8%

ROFE*: 11%

The Building Products division reported gross revenue of $1,345

million, 7% lower than the prior year. EBIT before significant items was

$143 million, compared to the $215 million reported in the prior year.

Gross margin was 32.8% down from the prior year’s 34.0%, whilst EBIT

margin reduced 430 basis points to 10.6%. Trading cash flow of $192

million was $20 million higher than the prior year.

Revenue

$

1,345m

1 Excludes Wood Products

2 Excludes Altus®

3 Combined Scope 1 & 2 carbon

emissions with an allocation

of Corporate emissions.

The FY24 results demonstrate solid

operating performance despite the

slowing residential and commercial

market environment. Revenue decline

compared to the previous year was driven

by the division's substantial exposure to

the residential sector (c. 48%) and the

commercial sector (c. 33%). However,

notwithstanding the lower market activity

and intense market competition, Winstone

Wallboards® and Laminex® continued to

expand market share.

The division’s gross margins remained

robust reflecting the solid pricing and

cost disciplines achieved despite the

continuing elevated cost inflation,

particularly on gypsum and paper

combined with high electricity and

labour cost. This was partly offset by

reduced resin and steel prices. The new

plasterboard plant in Tauranga resulted

in an $11 million higher depreciation

expense, while in our metals business

lower steel prices (~10% lower) resulted

in an adverse year on year inventory

valuation movement of $16 million ($8

million benefit in FY23 vs. a $8 million cost

in FY24).

In FY24, a continued focus was

managing the cost base in line with

the softening market conditions. Cost

reduction measures through the year

included: manufacturing shift reduction,

warehousing cost optimisation, order and

freight consolidation and high emphasis

on cutting back discretionary spending,

and trimming fixed overhead costs,

with more cost rationalisation strategies

embedded in all businesses ready to

be deployed in the event of further

market slowdown. Pleasingly, the FY24

second half overhead cost (excluding

restructuring costs of $2m) reduced by

$10 million compared to the first half.

The division’s EBIT before significant

items was $143 million, compared to

$215 million in the prior year. Key drivers

of the lower earnings were the material

reduction in market activity; higher

Winstone Wallboards® depreciation; and

the steel inventory revaluation referred

to above.

Notwithstanding the softer earnings, the

division delivered strong trading cash flow

of $192 million, $20 million higher than

the prior year, stemming from a reduction

in working capital, particularly trade

receivables and inventory. Stock returned

to more normal levels in FY24, with prior

year balances elevated by high post-

COVID stockholdings.

Capital expenditure was $178 million,

mostly for the ongoing construction of

the Laminex® Taupō wood panels plant

($98 million), completion of the Winstone

Wallboards® plasterboard plant ($38

million) and Steel Hunua site consolidation

($14 million) which are also the drivers for

the funds increase, now at $1,311 million.

Throughout FY24, in response to the

highly competitive market environment,

the division overhauled its sales strategies.

Winstone Wallboards® refreshed their

customer engagement roadmap resulting

in more meaningful and insightful

customer feedback paving the way

for market share gains. At Laminex®, a

product relaunch of Melteca® delivered

share gains and higher margins. Wood

products has begun implementing a

cohesive sales and operations process

that enhances alignment with both

internal and external customer needs.

The insulation business has revamped

its Pink® Batts® and PinkFit® strategy

driving the conversion of major customers

such as Kāinga Ora. Fletcher Steel®

has launched a new sales framework

that targets a broader customer base,

which combined with improved product

and service offering in our roofing

segment has started to enable market

share gains. At Iplex® New Zealand the

fittings segment has undergone portfolio

expansion that enabled higher traded

volume during the year despite the

slowing market.

172

192

Trading cash

FY24FY23

16%

of group

revenue

EBIT*

Gross margin

34

Our Building Products businesses
Light Building Products

Wood Products

Metals

Financial Summary

Year ended 30 June

2024

NZ$M

2023

NZ$M

Gross revenue1,3451,443

External revenue1,0931,154

Gross margin32.8%34.0%

Overheads308295

EBIT before significant items

(1)

143215

EBIT margin before significant items

(1)

10.6%14.9%

Significant items

(2)

(19)(15)

Funds1,3111,210

ROFE

(3)

11%18%

Trading cash flow192172

Capital expenditure178191

Investments

(4)

4106

EBIT before significant items

(1)


Year ended 30 June

2024

NZ$M


2023

NZ$M

Light Building Products124159

Metals2463

Wood Products2-

Divisional costs(7)(7)

Total143215

(1) EBIT before significant items is a non-GAAP measure used by management to assess

the performance of the business and has been derived from Fletcher Building

Limited's consolidated financial statements for the period ended 30 June 2024.

(2) Details of significant items can be found in note 2.2 of the consolidated financial

statements.

(3) EBIT before significant items / closing funds.

(4) Investments for the period ended 30 June 2024 include deferred settlement on

Waipapa earn-out.

Dimond Structural® sales manager,

Ian Davies with customers at the

Dimond Structural® Hunua Road,

Papakura site opening.

Fletcher Building Limited Annual Report 2024

35

Distribution
The Distribution division reported gross revenue of $1,615 million,

11% lower than the prior year. EBIT before significant items was $49

million, compared to $141 million in the prior year. Gross margin

was 26.3%, down 260 basis points from 28.9% in the prior year. EBIT

margin before significant items was 3.0%, compared to 7.7% in the

prior year. Trading cash flow was $53 million, compared to $185

million in the prior year.

FY24 presented significant challenges

for the Distribution division. With a 78%

exposure to the residential sector, the

division’s market volumes fell sharply.

Additionally, the division was impacted

by PlaceMakers®' market share loss in the

first half of FY24 as competitors moved

aggressively on price. The division’s

share position stabilised in the second

half of FY24, however, price concessions,

particularly in frame and truss, were

necessary to achieve this. All regions

experienced market volume declines,

with the slowdown least pronounced in

the Auckland / Northland region and most

significant in the Waikato-Bay of Plenty

and Lower North Island regions.

The division’s gross margin was impacted

by these price concessions resulting in a

260-basis point erosion in gross margin

compared to the prior year. The decline

in the division’s gross margin dollars

was approximately 60% due to revenue

decline and 40% due to margin erosion.

Inflationary pressures continued to

be significant, particularly in labour,

property and technology expenses.

With employee costs constituting a

large portion of overall overheads, a

prudent approach was adopted, rehiring

only when necessary. Other key cost

control measures included revised shift

patterns across the branch network

and frame and truss manufacturing

plants, and all discretionary expenses

(travel, entertainment, consultancy)

were significantly reduced. Overall, the

division’s FY24 overhead expenses were

3% lower than the prior year, despite cost

inflation running at ~5%.

The division’s FY24 EBIT was $49 million,

compared to $141 million in the prior year,

with an EBIT margin of 3.0%, down

from 7.7%.

Trading cash flow for the year was

$53 million. This was supported by: a

reduction in stock levels by $9 million

through FY24; and improved customer

cash collections, with debtors’ days

trending down closer to FY22 levels

despite the tight customer credit

environment.

Capital expenditure in the year was $11

million, primarily comprising milestone

payments on equipment and capital

works for the relocation of PlaceMakers®

frame and truss manufacturing plant in

Auckland, which will improve operational

efficiency and enable share growth for the

business. Continued investment in digital

programmes, including the launch of a

new integrated Trade Portal and Customer

Relationship Management (CRM) platform

in PlaceMakers®, also featured. Planning

for the final integration of systems and

remaining processes between Tumu®4 and

PlaceMakers® started in the second half

of FY24 and is progressing well, with a

target completion by the end of the first

half of FY25.

In FY24, significant improvements were

made across non-financial metrics.

Customer NPS increased to 43 from 31

in the prior year. People eNPS rose to 41,

up from 30 in the prior year, reflecting

the division’s success in ensuring positive

customer and employee sentiment

despite a challenging market backdrop.

Ongoing focus on safety resulted in a

TRIFR of 3.5, down from 4.1 in the prior

year, underscoring our commitment

to a safe working environment. This

improvement highlights our proactive

approach to safety management through

rigorous protocols, ongoing training

and a strong safety culture, ensuring our

employees can go home safely every day.

Revenue

Safety

FY24: 3.5 | FY23: 4 .1

(TRIFR1)

Customer

FY24: 43.2 | FY23: 31.3

(NPS2)

Environment

FY24: 10 kt CO2e

FY23: 10 kt CO2e

Carbon emissions

3

78% Residential

22% Commercial

Revenue Weighted

Sector Exposure

1 FY24 includes Tumu®, FY23

excludes Tumu®

2 FY23 excludes Tumu®

3 Combined Scope 1 & 2 carbon

emissions with an allocation of

Corporate emissions

4 Tumu is a registered trademark of Tumu

Merchants Limited.

FY24FY23

ROFE*: 16%

People

FY24: 41 | FY23: 30

(eNPS)

$

1,615m

Trading cash

FY24FY23

19%

of group

revenue

185

53

49

141

28.9%

26.3%

EBIT*

*before significant items

Gross margin

36

Our New Zealand
Distribution businesses

PlaceMakers® account manager,

David McConchie, on site

with customer Haydn Miller of

Rightline Construction.

Financial Summary

Year ended 30 June

2024

NZ$M

2023

NZ$M

Gross revenue1,6151,824

External revenue1,5781,792

Gross margin26.3%28.9%

Overheads377388

EBIT before significant items

(1)

49141

EBIT margin before significant items

(1)

3.0%7.7 %

Significant items

(2)

-(1)

Funds305312

ROFE

(3)

16%45%

Trading cash flow53185

Capital expenditure1162

Investments-61

(1) EBIT before significant items is a non-GAAP measure used by management to assess

the performance of the business and has been derived from Fletcher Building

Limited's consolidated financial statements for the period ended 30 June 2024.

(2) Details of significant items can be found in note 2.2 of the consolidated financial

statements.

(3) EBIT before significant items / closing funds.

Fletcher Building Limited Annual Report 2024

37

Concrete
The Concrete division reported gross revenue of $1,082 million, in

line with the prior year. EBIT before significant items was $130 million,

compared to $156 million in the prior year. Gross margin was 28.1%

down from the prior year’s 28.9% while EBIT margin was 12.0%, down

240 basis points from the prior year. Trading cash flow of $165 million

was a $9 million increase on the $156 million in the prior year.

The division delivered robust top-line

results in a challenging market, with the

decline in market activity offset by price

discipline and market share growth. The

division has continued to push into the

commercial and infrastructure segments,

particularly within the Firth® business,

which gained ~2 percent of market share

during the year. Winstone Aggregates®

increased revenue by 18% compared

to the prior year with the current year

including a full year of contribution from

The Urban Quarry® business acquired in

April 2023.

A key focus for the year has been aligning

the division’s fixed and variable cost

base to the current market environment.

In Firth®, this has involved closure or

repurposing of six regional concrete

plants and reallocation of trucks to

maximise utilisation. In Golden Bay™,

the focus has been increasing internal

cement supply in the South Island and

mitigating thermal energy cost inflation

through higher usage of alternative fuels.

In Humes® and Winstone Aggregates®, the

focus has been on production efficiency

and delivering benefits from recent

investments in debottlenecking and

operational improvements.

The division’s gross margin of 28.1%

was 80 basis points lower than the prior

year (FY23: 28.9%), mainly reflecting

the higher mix of revenue from the

commercial and infrastructure segments

and continued input cost inflation – in

particular, elevated electricity costs in

the second half impacting Golden Bay™.

Divisional overhead costs increased by

4% against the prior year, primarily due

to the acquisition of The Urban Quarry®

business. Excluding this acquisition,

overhead costs reduced 2% year on year.

EBIT before significant items of $130

million was $26 million lower than the

prior period. The key driver was the softer

market, lower gross margin from a higher

mix of commercial and infrastructure

revenues, elevated electricity costs, and

the sale of NZ carbon units in FY23.

Trading cash flow for the division was

strong at $165 million, up on the prior

year despite lower earnings due to

disciplined working capital management.

Stock management has been a key

highlight, particularly in Humes® which

has delivered a material reduction from

the prior year. Divisional debtor days

remained in line with the prior year, with

the heightened credit risk in the current

market environment well managed, with

collections closely monitored and no

material bad debt impacts during

the year.

Capital expenditure in the period of $89

million was focused on asset renewal,

quarry resource extension and key

in-flight initiatives – comprising the

development of Firth’s® new flagship

ready mix concrete plant in Auckland, and

continued investment in alternative fuels

capability to increase coal substitution at

Golden Bay™.

A key highlight for the period was the

successful integration of The Urban

Quarry® business into Winstone

Aggregates®. This provides a platform to

fast-track recycling of construction and

demolition waste, increasing the division’s

circular offering to customers.

Safety

FY24: 3.8 | FY23: 3.4

(TRIFR)

Customer

FY24: 5 1.1 | FY23: 51.2

(NPS)

People

FY24: 42 | FY23: 28

(eNPS)

Environment

FY24: 605 kt CO2e

FY23: 625 kt CO2e

Carbon emissions

1

78% Revenue

from sustainably-

certified products

FY24

156

130

FY23

39% Residential

26% Commercial

35% Infrastructure

Revenue Weighted

Sector Exposure

ROFE*: 16%

Revenue

1 Combined Scope 1 & 2 carbon

emissions with an allocation of

Corporate emissions

$

1,082m

156

165

Trading cash

FY24FY23

13%

of group

revenue

EBIT*

28.9%

28.1%

*before significant items

Gross margin

38

Our Concrete businesses
Financial Summary

Year ended 30 June

2024

NZ$M


2023

NZ$M

Gross revenue1,0821,085

External revenue782800

Gross margin28.1%28.9%

Overheads179172

EBIT before significant items

(1)

130156

EBIT margin before significant items

(1)

12.0%14.4%

Significant items

(2)

4(2)

Funds836789

ROFE

(3)

16%20%

Trading cash flow165156

Capital expenditure8965

Investments710

(1) EBIT before significant items is a non-GAAP measure used by management to assess

the performance of the business and has been derived from Fletcher Building

Limited's consolidated financial statements for the period ended 30 June 2024.

(2) Details of significant items can be found in note 2.2 of the consolidated financial

statements.

(3) EBIT before significant items / closing funds.

Programme manager, Auckland Airport,

Adrienne Khor with construction/

operations manager, Auckland Airport,

Mark Blanchard at the Brian Perry Civil®

Auckland airfield expansion project.

A project in conjunction with the Firth®

and Concrete division.

Programme manager, Auckland Airport,

Adrienne Khor with construction/

operations manager, Auckland Airport,

Mark Blanchard at the Brian Perry Civil®

Auckland airfield expansion project.

A project in conjunction with the Firth®

and Concrete division.

Fletcher Building Limited Annual Report 2024

39

Australia
The Australia division (continuing operations) reported gross revenue

of $1,979 million, 11% lower than the prior year. EBIT before significant

items was $126 million, compared with $167 million in the prior year.

Gross margin increased to 34.5%, up from 33.5% in the prior year

while EBIT margin decreased to 6.4% compared to 7.5% in the prior

year. Trading cash flow was an inflow of $165 million, in line with the

prior year.

The first half of FY24 saw market volumes

for the division decline ~8% against 1H23;

and in the second half of FY24, market

volumes declined a further 7% against the

1H23 baseline. Residential finishing trades

softened in the second half, impacting H2

performance in Laminex® and Fletcher

Insulation®. The reduced level of civil

project activity was the main driver of

top line declines in Iplex®, and Stramit®

was impacted by the slowing residential

detached housing and shed markets.

Market share was mixed, with gains

achieved in Fletcher Insulation® and

Oliveri®, share held in Laminex® and Iplex®

and minor share losses experienced in

Stramit®.

Input cost inflation pressure remained

a feature of the trading environment.

Costs persisted at elevated levels in

freight, property, utilities, and labour,

but eased for raw materials. The

division restructured business lines and

departments, and consolidated and

closed sites to help manage the cost

pressures and mitigate the impacts of

lower trading volumes. Continued strong

pricing governance and new products

brought to market assisted the delivery of

gross margin improvements of 100 basis

points compared to the prior year.

EBIT before significant items of $126

million and EBIT margin of 6.4% were both

down on the prior year. At a business

unit level, Laminex® Australia, Iplex®

Australia and Fletcher Insulation® all

performed well in the challenging trading

environment, while Stramit's® results were

disappointing. Significant items of $17

million for the year relate predominantly

to legal costs for the Iplex Australia

pipes matter and the discontinuation of

engineered stone sales.

Trading cash flow for the division was an

$165 million inflow, in line with a $166

million inflow in the prior year. Lower

earnings were offset by a $38 million

unwind of working capital, including a

reduction of inventories in line with lower

revenues. Debtor collections remained

strong and the credit risk from increased

construction insolvencies was well

managed with no material impacts from

insolvencies experienced during the year.

Capital expenditure in the year was $53

million, with ongoing investments in

the areas of new product development,

manufacturing automation technologies

and digital omni-channel programmes.

The division’s focus on customer

produced positive outcomes, with

customer NPS increasing to 45 from 21 in

the prior year. This was mainly attributable

to improved efficiency rates in DIFOT

(Delivery in Full On Time). Additionally,

the division has seen substantial growth

in digital sales and has gained market

share in higher-margin segments, which

include, Laminex® decorative products,

Fletcher Insulation's® FirmaSoft® and

Rockwool® range, and the Oliveri®

bathroom category.

Total Recordable Injury Frequency Rate

(TRIFR) in the year was 3.4 and no serious

injuries were recorded. Pleasingly, 99%

of sites were injury free and Oliveri® had

zero injuries in the year.

The division remains focused on

sustainability, with a c. 20% reduction

in carbon emissions since 2018 and is

on track to achieve over 60% reduction

by 2030. Our Reconciliation Action Plan

has progressed well as we continue

our journey to support Aboriginal and

Torres Strait Islander people. Gender

participation and pay parity also improved

on the prior year.

Safety

FY24: 3.4 | FY23: 3.2

(TRIFR)

Customer

FY24: 44.5 | FY23: 21.0

(NPS1)

People

FY24: 14 | FY23:15

(eNPS)

Environment

FY24: 258 kt CO2e

FY23: 273 kt CO2e

Carbon emissions

2

73% Revenue

from sustainably-

certified products

FY24

167

126

FY23

63% Residential

24% Commercial

13% Infrastructure

Revenue Weighted

Sector Exposure

ROFE*: 11%

Revenue

All metrics exclude Tradelink®,

classified as a discontinued

operation. FY23 excludes Rocla®.

1 Excludes Haven and Water

Filters Australia

2 Combined Scope 1 & 2 carbon

emissions.

of group

$

1,979m

166

165

Trading cash

FY24FY23

24%

of group

revenue

33.5%

34.5%

EBIT*

*before significant items

Gross margin

40

Our Australia businesses
Building Products Australia

Steel Australia

Financial Summary

Year ended 30 June

2024

NZ$M

2023

(1)


NZ$M

Gross revenue1,9792,222

External revenue1,9252,163

Gross margin34.5%33.5%

Overheads552586

EBIT before significant items

(2)

126167

EBIT margin before significant items

(2)

6.4%7. 5%

Significant items

(3)

(17)(10)

Funds1,1281,138

ROFE

(4)

11%15%

Trading cash flow165166

Capital expenditure5350

Investments-6

EBIT before significant items

(2)


Year ended 30 June

2024

NZ$M

2023

NZ$M

Building Products Australia129144

Steel Australia731

Divisional costs(10)(8)

Total126167

(1) The comparatives have been restated to exclude discontinued operations. Further

details of the change can be found in note 2.4 of the consolidated financial statements

(2) EBIT before significant items is a non-GAAP measure used by management to assess

the performance of the business and has been derived from Fletcher Building

Limited's consolidated financial statements for the period ended 30 June 2024.

(3) Details of significant items can be found in note 2.2 of the consolidated financial

statements.

(4) EBIT before significant items / closing funds.

Fletcher Insulation® national sales

manager, Helen Awali.

Fletcher Building Limited Annual Report 2024

41

Residential and
Development

The Residential and Development division reported gross revenue of

$796 million, 31% higher than the prior year. EBIT was $100 million

compared to $147 million in the prior year. Gross margin was 21.9%

down from the prior year’s 33.3% while EBIT margin was 12.6%, down

from 24.2% in the prior year. Trading cash flow was an inflow of $166

million compared to an outflow of $107 million in FY23.

Following a challenging FY23, New

Zealand housing market conditions

showed initial signs of improvement

through HY24. In the second half, record

market house listings, elevated interest

rates and broader economic uncertainty

adversely impacted buyer sentiment

and urgency. Despite this challenging

backdrop, Fletcher Residential delivered

strong sales volumes, continuing to

leverage its high-quality, customer centric

reputation, with a focus on lower price

points in the most active part of the

market. 886 units were taken to profit in

FY24, compared to 617 in the prior year.

Clever Core™, the division’s panelisation

business, delivered 180 homes in the

year, a 22% increase on the prior year.

Vivid Living® opened its first retirement

development at Red Beach, completing

17 settlements, and construction

commenced at the next village in Karaka,

South Auckland.

Fletcher Residential reported EBIT of $94

million, down from $112 million in the prior

year with an EBIT margin of 13% (FY23:

20%). The FY24 result included revaluation

gains associated with Vivid Living® of $2

million, compared to $16 million in the

prior year.

The Industrial Development business

delivered EBIT of $6 million, reflecting

five small land transactions, compared to

$35 million in the prior year largely driven

by one land transaction. These provided

a cash contribution of $58 million in the

current year.

Trading cash flow in FY24 was an inflow

of $166 million, compared to an outflow

of $107 million in the prior year. The

division settled $156 million of land

purchases in FY24, most of which were

contracted in prior periods, including

the first major payment for The Hill at

Ellerslie Racecourse. Despite these land

additions, divisional funds employed

reduced from $915 million at 30 June

2023, to $841 million at 30 June 2024,

as the division actively managed cash

flow in a challenging housing market.

The decrease in funds was driven by a

reduction in housing stock due to strong

FY24 sales volumes, together with a

scaling back of some build programmes.

A number of apartment projects have

also been paused until better market

conditions prevail.

Looking ahead, the division remains

well positioned to support its future

sales pipeline through a total of ~4,200

sections under control. For the ~2,800

sections and two rural properties on

balance sheet at June 2024, the assessed

market value was ~$265 million higher

than the book value, providing a degree

of margin resilience for the business in

future periods.

The division continues to lead the

industry on innovation and sustainability,

including the completion of LowCO™, a

series of standalone and terrace homes

that produce seven times less carbon

than the standard Kiwi home, recently

awarded a Homestar 10 certification, and

BUILDhers™, a New Zealand-first project,

built and sold almost entirely by a team

of women.


$

796m

Revenue

Safety

FY24: 5.2 | FY23: 3.0

(TRIFR)

Customer

FY24: 65.3 | FY23: 72.2

(NPS1)

Environment

FY24: <1 kt CO2e

FY23: <1 kt CO2e

Carbon emissions

2

147

(107)

100

166

93% Residential

7% Commercial

Revenue Weighted

Sector Exposure

Trading cash

1 In FY23, Vivid Living® and

Apartments were not present

thus excluded

2 Combined Scope 1 & 2 carbon

emissions with an allocation

of Corporate emissions

FY24

FY24

FY23

FY23

ROFE*: 12%

33.3%

21.9%

People

FY24: 60 | FY23: 40

(eNPS)

9%

of group

revenue

EBIT*

Gross margin

42

Our Residential and
Development businesses

Financial Summary

Year ended 30 June

2024

NZ$M

2023

NZ$M

Gross revenue796607

External revenue739594

Gross margin21.9%33.3%

Overheads7672

EBIT

(1)

100147

EBIT margin12.6%24.2%

Funds841915

ROFE

(2)

12%16%

Trading cash flow166(107)

Capital expenditure

(3)

2023

EBIT

(1)


Year ended 30 June

2024

NZ$M

2023

NZ$M

Fletcher Residential94112

Industrial Development635

Total100147

(1) The EBIT result includes a $2 million gain on revaluation of Vivid Living® investment

property (2023: $6 million). There were no gains on transfer of land from Fletcher Living®

to Vivid Living® in the current period (2023: $10 million).

(2) EBIT / closing funds.

(3) Capex includes investment property development for Vivid Living®.

New home consultants Tian Tian

Wang, (left) and MeeLei Ang

(right) with customers at the

Fletcher Living® Chinese Home

Buyers Evening in Penrose.

Fletcher Building Limited Annual Report 2024

43

The Construction division reported gross revenue of $1,614 million,
which was $289 million or 22% higher than the prior year. Prior to

elimination of intra-Group margin on the Winstone Wallboards® plant,

EBIT before significant items was $28 million compared to $32 million

in the prior year. Trading cash outflow of $310 million compares to an

outflow of $26 million in the prior year. Excluding legacy contracts,

trading cash was an inflow of $66 million compared to an inflow of $5

million in the prior year.

The increase in top-line performance

compared to the prior year was driven

by higher volumes in Higgins® and Brian

Perry Civil® businesses. Higgins® benefited

as reconstruction works commenced

following the destructive weather events

in FY23, and Brian Perry Civil® from

significant programmes of work across

the water, airports and marine sectors. A

key highlight for Brian Perry Civil® was the

successful commencement of work on

the Auckland Airport expansion project,

while the division has also benefited from

projects such as the Eastern Busway

Alliance, which combines cross-business

capabilities from Major Projects, Higgins®,

and Brian Perry into one project.

A continued focus on safety, well-being

and engagement of our people saw TRIFR

remain stable at 3.0 (FY23: 2.9) and eNPS

lift to 32 (FY23: 25).

Gross margin dollars across the specialist

works businesses of Brian Perry Civil® and

Higgins® increased by $24 million on the

prior year, with gross margin in FY24 of

8.4%, compared to 9.4% in the prior year.

Divisional cost controls remained tight,

with overheads at 6.9% of gross revenue

(FY23: 8.3%). Overall, EBIT for the division

was $28 million and EBIT margin was 1.7%

(FY23: 2.4%).

Significant items for the period totalled

$292 million, including $180 million of

legacy provisions recognised through

the half-year results: $165 million for

increased costs on the NZICC project, and

$15 million for expected remedial works

costs for Wellington International Airport

Limited (WIAL). Both projects are part of

the legacy vertical building operations

being wound down. A review into the

resetting of the Higgins® New Zealand

business has also led to a $100 million

non-cash impairment and write down of

the business. Following the agreement to

divest 50% of its Fiji construction business

to two local partners, that was completed

on 31 July 2024, a non-cash impairment

of $17 million has been recognised. This

was partially offset by income recognised

from the recovery of Cyclone Gabrielle

and North Island Floods insurance claims

received during the year.

Trading cash flow for the division was an

outflow of $310 million, driven by outflows

of $376 million associated with legacy

projects, primarily NZICC and Pūhoi to

Warkworth. Positively, the remaining

Contract Works Insurance claims with the

NZICC project insurers were settled and

paid in June 2024, de-risking this aspect

of the project, with the amount materially

in line with the provision announced in

February 2024. On legacy projects, full

works were completed on the Pūhoi to

Warkworth project, the Hobson Street

Hotel and NZICC basement carpark were

handed over to the client, and remedial

works have progressed on the Wellington

International Airport Carpark.

Excluding legacy contracts, trading

cash flow was a $66 million inflow. This

was driven by strong working capital

management, including finalisation of

variation claims and accounts, and client

advance payments received in the second

half of FY24 for new work won.

The Construction division orderbook

closed the financial year at $1.8 billion,

compared to $2.8 billion in FY23. A $500

million downwards adjustment to the

orderbook was made in 2H FY24 for the

division’s share of the Transport Rebuild

East Coast (TREC), based on latest NZTA

budget advice. Preliminary work continues

on the Riverlink project in Wellington,

however the full scheme is not yet

recognised in orderbook.

Capital expenditure in the year of $20m,

compared to $19m in prior period,

concentrated on civil equipment for the

Higgins® and Brian Perry Civil® businesses.


$

1,614m

Revenue

77% Infrastructure

23% Commercial

Revenue Weighted

Sector Exposure

19%

of group

revenue

Safety

FY24: 3.0 | FY23: 2.9

(TRIFR)

Environment

FY24: 41 kt CO2e

FY23: 41 kt CO2e

Carbon emissions

1

1 Combined Scope 1 & 2 carbon

emissions with an allocation

of Corporate emissions

People

FY24: 32 | FY23: 25

(eNPS)

Construction

* before significant items and prior

to elimination of intra-Group

margin in relation to Winstone

Wallboards® Tauriko plant.

32

(26)

28

(310)

FY24

FY24

FY23

FY23

ROFE*: 20%

Trading cashEBIT*

9.4%

8.4%

Gross margin

44

Traffic controller, Usaia
Nataraku from Higgins® Fiji.

Our Construction businesses

Financial Summary

Year ended 30 June

2024

NZ$M

2023

NZ$M

Gross revenue

(1)

1,6141,325

External revenue1,5661,176

Gross margin8.4%9.4%

Overheads111110

EBIT before significant items

(1, 2)

2832

EBIT margin before significant items

(1, 2)

1.7%2.4%

Significant items

(3)

(292)(273)

Funds13885

ROFE

(4)

20%38%

Trading cash flow

(1)

(310)(26)

Capital expenditure2019

(1) Prior to elimination of intra-Group margin in relation to Winstone Wallboards® Tauriko plant.

(2) EBIT before significant items is a non-GAAP measure used by management to assess the

performance of the business and has been derived from Fletcher Building Limited's consolidated

financial statements for the period ended 30 June 2024.

(3) Details of significant items can be found in note 2.2 of the consolidated financial statements.

(4) EBIT before significant items / closing funds.

Note: External revenue includes income from the Group's Vertical Buildings Business (2024:

$159 million 2023: $104 million), which the Group is in the process of exiting. The New Zealand

International Convention Centre and Hobson Street Hotel (NZICC) represent the largest project to

complete in this sector. EBIT before significant items, however, excludes any earnings from these

projects, which are recognised as a Significant Item.

Fletcher Building Limited Annual Report 2024

45

Barbara Chapman
CNZM, BCom, CMInstD

Acting Chair and

Independent Non-Executive

Director

Term of office: Appointed

Acting Chair 4 March 2024,

director 1 September 2018,

last elected 2023 annual

meeting.

Board committees:

Chair of the People and

Remuneration Committee,

Chair of the Nominations

Committee, Member of the

Disclosure 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.

Barbara was appointed

Acting Chair on 4 March

2024 to facilitate the search

for the new permanent Chair

of Fletcher Building.

Peter Crowley

BEcon, BA, FAICD

Independent Non-Executive

Director

Term of office: Appointed

director 1 October 2019,

last elected 2022 annual

meeting.

Board committees:

Member of the Audit and

Risk Committee, Member of

the Nominations Committee,

Member of the People and

Remuneration Committee,

Member of the Safety,

Health, Environment and

Sustainability Committee.

Peter has over 40 years

of experience in the

construction materials and

building products industries

across Australia, New

Zealand, Asia, Europe and

North America.

From 2003-2015, he served

as managing director and

CEO of GWA Group Limited,

a leading Australian supplier

of building fixtures and

fittings to households and

commercial premises. He

also spent 18 years in the

cement industry, including

various chief executive roles

with The Rugby Group plc.

and a variety of managerial

roles with Queensland

Cement and its parent

company Holcim.

Peter is a director of

Barrambin Trading Company

Pty Limited and The Riverside

Coal Transport Company Pty

Limited.


Cathy Quinn

ONZM, LLB, CMInstD

Independent Non-Executive

Director

Term of office: Appointed

director 1 September 2018,

last elected 2021 annual

meeting.

Board committees:

Chair of the Disclosure

Committee, Chair of the

Safety, Health, Environment

and Sustainability

Committee, Member of the

Audit and Risk Committee,

Member of the Nominations

Committee.

Cathy practised 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 and Rangatira

Limited, chairs Tourism

Holdings Limited and Fertility

Associates Holdings Limited,

and is Pro-Chancellor of

the University of Auckland

Council.

Our Board

Fletcher Building Limited Annual Report 2024

46

Sandra Dodds
BCom, FCA, GAICD

Independent Non-Executive

Director

Term of office: Appointed

director 1 September

2023, elected 2023 annual

meeting.

Board committees:

Chair of the Audit and Risk

Committee, Member of the

Safety, Health, Environment

and Sustainability

Committee, Member of the

Disclosure 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,

and Snowy Hydro Limited.

Tony Dragicevich

BCom, ACA, GAICD

Independent Non-Executive

Director

Term of office: Appointed

director 1 August 2024

Board committees:

Member of the Safety,

Health, Environment and

Sustainability Committee

Tony is a highly

accomplished CEO

and director with

significant experience in

leading distribution and

manufacturing businesses

across Australia and New

Zealand.

Since 2013, Tony has

held the role of Managing

Director and CEO of Capral,

Australia’s largest aluminium

extrusion manufacturing and

distribution business. Prior

to this, he was Managing

Director and CEO of Wattyl

Group, one of the largest

paint manufacturers in

Australia and New Zealand.

His other leadership

roles have included Chief

Executive of GWA Bathrooms

and Kitchens (Caroma),

Managing Director of Red

Paper Group, and General

Manager of Carter Holt

Harvey Insulation.

Tony is also a director of

the Australian Aluminium

Council.

Bruce Hassall

BCom, CMInstD

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 stepped down from

the Board effective 4 March

2024.

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 2023 annual

meeting.

Board committees:

Member of the People and

Remuneration Committee,

Member of the Safety,

Health, Environment and

Sustainability Committee.

Martin stepped down from

the Board effective 30 June

2024.

Doug McKay

ONZM, BA, AMP (Harvard),

CFInstD

Independent Non-Executive

Director

Term of office: Appointed

director 1 September 2018,

last elected 2021 annual

meeting.

Board committees:

Chair of the Safety,

Health, Environment and

Sustainability Committee,

Member of the Audit and

Risk Committee

Doug stepped down from the

Board effective 21 June 2024.

Former Directors

Rob McDonald

BCom, FCA, CMInstD

Independent Non-Executive

Director

Term of office: Appointed

director 1 September 2018,

last elected 2021 annual

meeting.

Board committees:

Chair of the Audit and Risk

Committee, Member of

the Disclosure Committee,

Member of the People and

Remuneration Committee.

Rob stepped down from

the Board effective 30 June

2024.

Fletcher Building Limited Annual Report 2024

47

Executive Team
Gareth O'Reilly

Chief Executive Australia

Claire Carroll

Chief People Officer

Haydn Wong

Group General Counsel and

Company Secretary

James Peters

Chief Executive NZ Distribution

Hamish McBeath

Chief Executive Building Products

Thornton Williams

Acting Chief Executive Concrete

Steve Evans

Chief Executive Residential

and Development

Wendi Bains

Chief Health and Safety Officer

Phil Boylen

Chief Executive Construction

Joe Locandro

Chief Information Officer

For the full biographies of our Executive Team, please see www.fletcherbuilding.com/about-us/board-and-management.

Bevan McKenzie

Chief Financial Officer

Nick Traber

Acting Chief Executive Officer

Fletcher Building Limited Annual Report 2024

48

Chief Information Officer, Joe Locandro (on right), meets with
members of the Fletcher Tech team. Beyond their leadership of

innovative and practical IT solutions across the business, this year

Fletcher Tech has hosted a number of internal education events for

Fletcher Building people. Topics have ranged from opportunities for

artificial intelligence in manufacturing and construction, through to

demonstrating exoskeletons for safer work on sites.

Chief Information Officer, Joe Locandro (on right), meets with

members of the Fletcher Tech team. Beyond their leadership of

innovative and practical IT solutions across the business, this year

Fletcher Tech has hosted a number of internal education events for

Fletcher Building people. Topics have ranged from opportunities for

artificial intelligence in manufacturing and construction, through to

demonstrating exoskeletons for safer work on sites.

Fletcher Building Limited Annual Report 2024

49

Corporate Governance
The Board is committed to ensuring that Fletcher Building has appropriate corporate governance

arrangements in place that are consistent with the size and nature of the Group’s operations.

At Fletcher Building, governance is about creating a strong and principled ethics-based culture, where accountability and

transparency improve the quality and clarity of decision-making within the Group. The primary objective is to create and

adhere to a corporate culture that is open and transparent, develops capabilities and identifies opportunities to create value

for our stakeholders.

The Group’s approach to applying the principles and recommendations outlined in the NZX Corporate Governance Code

dated 1 April 2023 (“the Code”) is set out below (including where its practice materially differs from the Code). The Group’s

constitution, the Board and committee charters, Code of Conduct and policies referred to in this statement are available to

view on our website at fletcherbuilding.com/investor-centre/corporate-governance.

This governance statement is current as at 30 June 2024 and was approved by the Board on 20 August 2024.

Principle 1 – Ethical Standards

CODE OF CONDUCT

The Group has a Code of Conduct with which all directors, senior executives and employees are required to comply. The

Code of Conduct documents minimum standards of ethical behaviour including the Group’s values, operating safely and

responsibly, acting with integrity and honesty, protecting our assets, complying with the law, and speaking up. The Group

closely monitors organisational behaviour against the requirements of the Code of Conduct, and training of all employees

occurs at least once every three years.

In addition, the Group’s Anti-bribery and Corruption Policy provides for a zero-tolerance approach to bribery and corruption,

whether in the private or public sector, anywhere in the world. The policy also sets out expectations around giving and

receiving gifts, charitable donations and dealings with business partners. The policy provides that political donations are

not permitted without approval of the Board. Total political donations in FY24 were less than $10,000 across the Group. All

Fletcher Building personnel must adhere strictly to the requirements of this policy. There were no reported breaches of this

policy in FY24.

Fletcher Building has a free phone and online service (“FBuCall”) which can be used by any directors and employees of

Fletcher Building Limited and its subsidiaries (“Fletcher Building personnel”) to report suspected unacceptable, unethical or

illegal behaviour in the workplace. This service is operated by independent external providers so calls are kept anonymous.

Fletcher Building strongly believes in upholding human rights across all its business operations. Human rights are fundamental

civil, political, economic and social rights and freedoms that every human is entitled to without discrimination and include

the right to be treated decently at work, to express opinions and beliefs without fear of recrimination, to have privacy, and to

be free from harassment, abuse or discrimination. Our Human Rights Policy describes how Fletcher Building will uphold and

monitor human rights within its business operations.

The Modern Slavery Act 2018 is Australian legislation which commenced on 1 January 2019. Our Human Rights Policy includes

the statement that Fletcher Building prohibits the use of all forms of forced labour, including indentured labour, bonded

labour, prison labour, modern forms of slavery, and any form of human trafficking within our supply chain. Modern Slavery

Statements are reported to the Australian Border Force and published on our website and in the online modern slavery

register controlled by the Australian Border Force.

SECURITIES TRADING POLICY

The Group has a Securities Trading Policy which applies to all Fletcher Building personnel, and their related persons.

The policy also applies to any Fletcher Building secondee, adviser or contractor who is in possession of material information

that is not available to the market and who intends to trade, advise, or encourage others to trade in listed securities of Fletcher

Building or its subsidiaries.

The policy employs the use of blackout periods to restrict persons covered by the Securities Trading Policy who are more

likely to have knowledge of, or access to, inside information from trading. This group of personnel must notify the Company

Secretary of their intent to trade. In addition, through our share registry, Computershare Investor Services Limited, we actively

monitor trading in Fletcher Building securities by senior personnel.

"Directors should set high standards of ethical behaviour, model this behaviour

and hold management accountable for these standards being followed

throughout the organisation.”

Fletcher Building Limited Annual Report 2024

50

BOARD’S ROLES AND RESPONSIBILITIES
The role of the Board is to provide overall strategic guidance and effective oversight of management for the purposes of

protecting and enhancing the value of Fletcher Building assets in the best interests of the Group. The Board has statutory

responsibility for the affairs and activities of the Group, which in practice is achieved through delegation to the CEO who is

charged with the day-to-day leadership and management of the Group.

The Board’s roles and responsibilities are formalised in a Board Charter, which is available on the Group’s website. The Board

Charter sets out those functions that are delegated to management and those that are reserved to the Board.

NOMINATION AND APPOINTMENT OF DIRECTORS

Procedures for the appointment and removal of directors are governed by the Group’s constitution. The Nominations Committee

makes recommendations to the Board in respect of Board and committee composition and, when required, identifies individuals

it considers to be qualified to become Board members.

Before a person is appointed to the Board, checks as to the person’s character, experience, education, criminal record and

bankruptcy history are conducted. Each director receives a letter formalising his or her appointment. That letter outlines the key

terms and conditions of his or her appointment, including Fletcher Building’s expectations of the role of director, and is required

to be countersigned confirming agreement.

DIRECTOR INDEPENDENCE

The Group acknowledges the importance of having independent directors who have an appropriate balance of skills to optimise

the performance of the Group.

The Board currently comprises five directors, with a wide range of skills and experience. The qualifications and experience of

each of the directors, including length of service, are set out in “Our Board” section.

The factors that the Board will consider in deciding whether a director is ‘independent’ are set out Appendix A to the Nominations

Committee Charter. Any director who has a change in relevant circumstance to any of those factors must immediately notify the

Chair of that change so that his or her independence can be re-assessed. If there is a change in the Board’s determination, it will

be announced to the market. The Board considers all the current directors as at 30 June 2024 to be independent.

The Chair is an independent director and is not the CEO. In addition, the Chair of the Audit and Risk Committee is not the Chair of

the Board and, pursuant to its charter, all members of this committee are non-executive and independent directors.

“To ensure an effective board, there should be a balance of independence, skills,

knowledge, experience and perspectives.”

Principle 2 – Board Composition and Performance

Corporate Governance (continued)

Fletcher Building Limited Annual Report 2024

51

Corporate Governance (continued)
INCLUSION AND DIVERSITY

Fletcher Building’s Inclusion and Diversity Policy was updated in 2024 and is available on the Group’s website. The People and

Remuneration Committee annually reviews progress against inclusion and diversity initiatives developed by the Group to deliver

outcomes against the policy.

The Board is satisfied with the initiatives being implemented by the Group and its performance. Our inclusion and diversity

strategy, set in 2019, concentrates on three dimensions: creating an inclusive culture, greater female representation, and more

diverse ethnicity in leadership.

We are members of the Champions for Change network in New Zealand and continue to provide diversity reporting as input into

the Champions for Change Annual Diversity Report. This report provides a benchmark against appropriate external comparators

as per current policy requirements. Participating in the report holds us accountable year on year to increase our representation

of women across our business at all levels as well as reporting on our ethnicity representation.

Our goal to increase women in operational roles, continues as we progress towards our ambitious but achievable goal of 30%

women in leader and individual contributor roles, including our Board, by the end of FY27.

To achieve our goal, in FY24, each division set Gender Action Plans which focused our efforts on targeted actions to improve

representation. These divisional plans are supported by Group initiatives, including our enhanced parental leave and flexible

working policies. We have also increased our emphasis on development and mentoring programmes to support women at all

levels of the business. Achieving gender targets forms part of the Executive and Senior leaders' STI where appropriate, which

supports alignment between our critical priorities and remuneration.

Our Australian division is in the second year of its Reconciliation Action Plan that represents our commitment to tangible and

impactful actions, both in the present and the future, to actively contribute to the ongoing process of reconciliation in Australia.

Te Kakano, our Māori strategy continues to help our business embrace and adopt the Māori identity and world view in our

business practices which will in turn create stronger relationships with mana whenua in the community.

In FY24 we further developed our Māori Leadership Programme, Whakatupu, to include our Pasifika whanau creating Whakatupu

La Tupu. Whakatupu La Tupu helps amplify the voices and representation of Māori and Pasifika communities in leadership

positions at Fletcher Building and supports the overall goal of creating a more diverse and representative leadership cohort

across our business.

We have strong, people-led employee action groups to support our inclusive culture. FB Pride is instrumental in supporting

our Rainbow Tick re-accreditation year on year. Tatai and the Equality Network lead highly regarded mentoring programmes,

developing confident leaders within their communities.

Comparison of gender composition within Fletcher Building between 30 June 2023 and 30 June 2024 is set out in the

table below.

20242023

FemaleMale

Gender

DiverseFemaleMale

Gender

Diverse

Board of directors

3 (50%)3 (50%)0 (0%)2 (29%)5 (71%)0 (0%)

Executive committee

(1)

2 (15%)11 (85%)0 (0%)2 (17%)10 (83%)0 (0%)

Senior management

(2)

24 (33%)48 (67%)0 (0%)19 (26%)55 (74%)0 (0%)

All employees25%74%1%25%75%0%

(1) Executive Committee includes Ross Taylor (outgoing CEO) and Nick Traber (Acting CEO) and Thornton Williams (Acting CE Concrete).

(2) Senior management for these purposes includes any leader who reports to a member of the executive committee.

Fletcher Building Limited Annual Report 2024

52

Corporate Governance (continued)
BOARD SKILLS MATRIX

The Board has adopted a skills matrix which takes account of the breadth of the Group’s business interests and the nature of the

Group’s strategic focus. Skills and diversity that are relatively underweight are considered when making appointments to the

Board. The table below shows the representation of expertise among the current directors for the Board as a whole.

DIRECTOR INDUCTION AND DEVELOPMENT

The Board conducts induction and continuing development for directors, which includes visits to Group operations and briefings

from key executives and industry experts. Directors conducted site visits to observe first-hand the safety and other management

practices and business responses to issues. In addition, all directors carried out an in-depth cyber training workshop which

included simulating a cyber crisis situation.

BOARD PERFORMANCE

Reviews of the performance of the Board and individual directors are carried out regularly to assist the Board as a whole and

individual directors to perform to a high standard.

The Board conducted a comprehensive performance review in 2024 with the assistance of independent consultant Morrow Sodali.

The next review is scheduled for early 2026.

CapabilitiesDirector expertise

Industry: manufacturing and distribution, land and property development, construction

and infrastructure

Industry: New Zealand / Australia building products sector and construction materials

Financial expertise

Commercial depth

Technology and digital innovation

Sales and go-to-market

M&A, divestments, corporate restructuring

Environmental, social and governance

Government, legal, regulatory

Health and safety

People, culture transformation

Key:


Primary Secondary

Fletcher Building Limited Annual Report 2024

53

CommitteeRoles and Responsibilities
Members as at

1 July 2024

Audit and Risk

Committee

The role of the ARC is to advise and assist the Board in discharging the responsibilities

with respect to external financial reporting, internal control environment, internal audit

and external audit functions, and risk management practices.

Sandra Dodds (Chair)

Peter Crowley

Cathy Quinn

Nominations

Committee

The committee oversees all matters relevant to the composition of the Board and

its committees (including renewal, succession, independence, and diversity), Board

performance, and professional development for directors.

Barbara Chapman

(Chair)

Peter Crowley

Cathy Quinn

People and

Remuneration

Committee

The principal role of the committee is to oversee and regulate compensation and

organisational matters affecting the Group, including remuneration and benefits,

people-related policies (including diversity), performance and remuneration of the

Group’s senior executives and management development, and succession planning of

the CEO and his direct reports.

Barbara Chapman

(Chair)

Peter Crowley

Safety, Health,

Environment

and

Sustainability

Committee

The role of the committee is to support and advise the Board on strategies related

to safety, health, environment, and sustainability; monitor emerging trends; oversee

management of risks, opportunities and impacts; review SHES governance framework

and management systems; monitor performance of related targets and commitments;

incorporate appropriate metrics into operating frameworks and reporting; and approve

public disclosures related to its roles and responsibilities.

Cathy Quinn (Chair)

Barbara Chapman

Peter Crowley

Sandra Dodds

*

* Tony Dragicevich joined the Safety, Health, Environment and Sustainability Committee effective 1 August 2024.

Principle 3 – Board Committees

“The board should use committees where this will enhance its effectiveness in key areas,

while still retaining board responsibility.”

In accordance with the Board Charter, committees have been set up to enhance the Board’s effectiveness in key areas, while still

retaining overall responsibility. As at 30 June 2024, the Board committees were:

– Audit and Risk Committee (ARC)

– Nominations Committee

– People and Remuneration Committee

– Safety, Health, Environment and Sustainability Committee (SHES)

Each committee is governed by a charter setting out its roles and responsibilities (which are available on the Group’s website).

Committees do not take action or make decisions on behalf of the Board unless specifically mandated by prior Board authority to

do so. Employees only attend committee meetings at the invitation of the particular committee. From time to time, the Board may

create ad-hoc committees to examine specific issues on its behalf.

Corporate Governance (continued)

Fletcher Building Limited Annual Report 2024

54

Board
Audit and Risk

Committee

Nominations

Committee

People and

Remuneration

Committee

Safety, Health,

Environment and

Sustainability

Committee

Number of meetings held265355

Bruce Hassall (Chair)

(1)

10323

Barbara Chapman (Acting Chair)

(2)

2635

Martin Brydon

(3)

2255

Peter Crowley24535

Sandra Dodds

(4)

2544

Rob McDonald

(5)

2655

Doug McKay

(6)

2455

Cathy Quinn2655

Corporate Governance (continued)

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

The table below shows directors’ attendance at the Board and committee meetings during the year ended 30 June 2024.

The directors' meetings referred to in the table above do not include additional ad hoc or transactional committee meetings held

through the year.

In addition to these standing Board Committees, the Board established the Disclosure Committee as a board committee in

December 2023. Western Australia Plumbing Issues Committee was set up in October 2023. There are no committee fees

payable, and they meet as required.

TAKEOVER PROTOCOLS

The Board has established detailed protocols that set out the procedure to be followed if there were a takeover offer for the

Group, including any communication between Group insiders and the bidder.

(1) Bruce Hassall attended Committee meetings in an ex officio capacity and stepped down from the Board effective 4 March 2024.

(2) Barbara Chapman, director, was appointed Acting Chair of the Board effective 4 March 2024.

(3) Martin Brydon stepped down from the Board effective 30 June 2024.

(4) Sandra Dodds was appointed director on 1 September 2023.

(5) Rob McDonald stepped down from the Board effective 30 June 2024.

(6) Doug McKay stepped down from the Board effective 21 June 2024.

Fletcher Building Limited Annual Report 2024

55

Corporate Governance (continued)
CONTINUOUS DISCLOSURE

Fletcher Building is committed to providing all of our investors with timely access to full and accurate material information about the

Group. Our Disclosure Policy sets out the internal processes designed to enable the Group to comply with the disclosure obligations

of the NZX and ASX. The Board has adopted this policy, which applies to all members of the Board and executive, all employees of

Fletcher Building and its affiliated entities, as well as consultants, contractors and other service providers where they have a relevant

contractual obligation to Fletcher Building or one of our businesses. The Disclosure Policy is available on the Group’s website.

Directors formally consider at each Board meeting whether there is relevant material information which should be disclosed to

the market.

DISCLOSURE OF CODES AND CHARTERS

All of our key governance documents (including the Code of Conduct, key corporate policies and Board and committee

charters) are available on our website at fletcherbuilding.com/investor-centre/corporate-governance.

INTEGRITY IN NON-FINANCIAL REPORTING

The Board has approved an overarching Sustainability Policy and a sustainability strategy for the business.

That strategy was developed by evaluating non-financial environmental, social and governance issues that are material to the

business. It includes non-financial goals and measures for the business. The strategy and progress measures are published on

our website.

Progress against the strategy is reported to the Board committee responsible for the strategy area, as determined in each board

charter.

Annual progress against the non-financial measures in the sustainability strategy goals and measures is reviewed by

management and by the relevant Board committee. This internal review covers matters including the methodology applied

to calculate the measure (with reference to external benchmarks, frameworks, and global standards if relevant); the coverage

of the measure; the completeness of the measure; any key assumptions in relation to the measure; the comparability of the

measure to historic reporting; the materiality of the measure; and management’s confidence that the measure and supporting

information is materially correct.

Climate-related reporting

The Group also periodically assesses climate-related risks to the business. The approach taken to assess these risks is outlined

in Principle 6. Significant transitional risks resulting from climate change are reported to the Safety, Health, Environment and

Sustainability Committee and significant physical risks are included in the risk management process for the business and

reported to the Audit and Risk Committee. The Group will issue a separate Climate Statement for FY24, as required by the

climate-related disclosure (CRD) framework for New Zealand.

“The board should demand integrity in financial and non-financial reporting, and in the

timeliness and balance of corporate disclosures.”

Principle 4 – Reporting and Disclosure

Fletcher Building Limited Annual Report 2024

56

Corporate Governance (continued)
FBU Board

ARC CommitteeSHES Committee

Internal Audit

Executive Committee

Finance

Legal

People

Division

BUBUBUBU

Division

EHS

Group

Risk

IT

Property

3rd Line of Defence:

Board, Executive and

Internal Assurance

2nd Line of Defence:

Group Functions

1st Line of Defence:

Business Units

Figure 1

“Directors should have a sound understanding of the material risks faced by the

issuer and how to manage them. The board should regularly verify that the issuer

has appropriate processes that identify and manage potential and material risks.”

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Principle 5 – Remuneration

Principle 6 – Risk Management

Fletcher Building’s remuneration strategy is designed to attract, retain and motivate high calibre people at all levels of the

organisation with remuneration programmes that are market-competitive, flexible and affordable. Our frameworks provide

incentive to drive for both annual and long-term results, and to maximise shareholder value.

Our practices for setting remuneration are detailed in our Remuneration Policy. The policy is governed by the People and

Remuneration Committee in line with its charter, which is available on our website.

The ‘Remuneration Report’ section details the remuneration framework of Fletcher Building, as well as the remuneration of the

directors, the CEO and other executives, and senior management. This includes a discussion on share-based remuneration.

Fletcher Building's Risk Management Framework is aligned with ISO31000: 2018 Risk Management – Principles and Guidelines

standard. The purpose of the risk management framework is to identify, assess, control, monitor and report the key risks we face

so that the Group can achieve its objectives and protect its staff, customers and reputation. The framework provides a consistent

structure for risk management and is aligned with Group strategy.

The Group’s risk management framework is based on the three lines of defence model, as shown in Figure 1 below. Responsibility

for operational risk management sits with the managers in the individual business units and the divisional chief executives.

Our risk management and assurance processes support this through our Group functions and are ultimately overseen by the

Board and the Executive Leadership Team. A dedicated internal audit team takes a risk-based approach to auditing key business

activities and reports directly to the Audit and Risk Committee (ARC).

As part of its risk management responsibility, the Audit and Risk Committee receives regular reports of the existing and

emerging key risks, progress on the closure of recommendations that are generated through the risk engineering programme,

current and target risk ratings as well as controls to mitigate or manage risks. This includes key risks, uncertainties and

judgments on key construction projects as disclosed in note 3 of the consolidated financial statements. The Safety, Health,

Environment and Sustainability Committee (SHES)


and the People and Remuneration Committee also periodically receive risk

updates related to matters specifically covered by the relevant board charters.

Fletcher Building Limited Annual Report 2024

57

Corporate Governance (continued)
ACTIVITIES IN FY24

In FY24, the Group continued its focus on risk management in four key areas: governance and reporting, response and recovery

advice, risk management expertise and guidance, and business resilience.

A total of 27 risk workshops were held with the individual business unit leadership teams in FY24. These workshops are a key

component of the Group’s risk management approach and assist in developing a bottom-up reporting process. Additionally,

the risk workshops process supports the individual business units’ leadership teams to consider that the appropriate risk

management strategies are being pursued.

During FY24, regular assessment of the Group’s supply chain exposures remained a focus as climate change, cyber and

geopolitical events impacted global supply chains. Given the level of disruption observed over the last few years risk

management strategies are now embedded at business unit level to manage potential disruptions.

Fletcher Building utilises a number of external experts to enhance risk management and help manage some of its key risks, such

as business resilience, product quality and information security. As part of our risk engineering programme, external engineers

conducted 33 site surveys in FY24. The reports and recommendations produced from these site surveys provide valuable risk and

resilience insights to Group management and the Board, as well as our insurers. In relation to information security, we use the

international NIST Cybersecurity Framework to help reduce our risk and protect our network data.

We have continued our product quality assurance programme with the assistance of external product quality auditors surveying

selected manufacturing facilities in the year. These audits assess the effectiveness of existing controls and processes to assist the

continued evolution of the Group’s product quality systems.

An external review of the Fletcher Building Risk Management Framework was finalized in FY24. The review assessed the Risk

Management Framework as fundamentally sound and a number of enhancements to governance, training and systems were

recommended and will be adopted in due course.

In FY24, the Group appointed Aon New Zealand to assess climate related physical risks. The assessment focused on three

scenarios over three time horizons being 2030, 2050 and 2070. The scenarios used map to RCP2.5/SSP1, RCP2.6/SSP2 and RCP

8.5/SSP3 in the fifth and sixth IPCC assessment reports. Of the three scenarios assessed, the RCP 8.5/SSP3 scenario, also known

as the ‘reasonable worst case’ or ‘Hot House’ scenario, is the scenario with the highest potential climate impacts.

The assessment focused on a number of climate-related hazards, including rainfall, temperature rise, sea level rise, extreme

storm events and bush fire.

The FY24 review confirmed that the Group’s overall exposure to climate related hazards is moderate with flooding being the key

exposure.

The FY24 assessment also confirmed that the proportion of assets exposed to flooding risk has not materially changed compared

to the previous analysis completed in 2022.

The level of exposure to flood risk does not materially change over the three time horizons under any of the climate scenarios.

Due to more granular flood data becoming available in FY24, we were able to quantify not only the exposure of our New Zealand

assets to flood risk but also the potential impact on our New Zealand assets of physical damage due to flooding.

For New Zealand, this is relatively moderate. As an example, the material damage cost of a 1 in 100-year pluvial flood event if

experienced simultaneously at all New Zealand sites is calculated to be c. $90 million. We will undertake the same detailed

impact analysis for our assets in Australia when the methodology and granular data become available.

Fletcher Building Limited Annual Report 2024

58

Corporate Governance (continued)
Description

How this risk may impact

Fletcher BuildingHow we manage this risk at Fletcher Building

Business resilience

A disruption to business processes,

particularly the loss of key assets, may

lead to an inability to undertake the

activities of a business unit or the Group.

A disruption event at a key

site could lead to an extended

operational interruption, which

may negatively impact the

financial performance of a

business unit and, ultimately,

the Group.

– Business units have business continuity plans in place that

address the identified operational continuity risks. Focus

remains on continuous improvement to strengthen these plans

in respect of various risks including natural events.

– Regular monitoring of the risk environment occurs to consider

whether key risks are appropriately covered by insurance,

where practical and cost-effective.

– An established independent risk engineering review

programme is in place for our key sites.

– The business has carried out scenario analysis for physical

climate change risk in FY20, FY22 and FY24. We review short,

medium, and long-term risks associated with climate change

and resource availability at divisional and Group level to assess

our resilience and the risk horizon.

Economic and construction downturn

The building and construction industry

in which the Group operates is

fundamentally cyclical and is impacted

by the macroeconomic conditions within

both the New Zealand and Australian

economies.

The failure by the Group to

identify early and respond to

cyclical downturns may impact

financial results and cause sub-

optimal business performance

by business units and the

Group.

– Senior leadership teams of business units and divisions

monitor their key markets and are supported by the Corporate

centre with in-depth market analysis.

– Regular operational reviews are undertaken with business

units and divisions as well as the Board undertaking divisional

deep dives.

– There is a strong focus on working capital, capital expenditure

and balance sheet management.

Regulatory and legal

With the Group operating in a number

of different business sectors as well as

countries, it is subject to a wide range of

regulatory requirements and jurisdictions.

These regulations and jurisdictions can

be complex, subject to change and may

affect the Group’s operations.

Failure to adhere to, or adapt

to changes in, the various

regulatory requirements may

lead to the imposition of

penalties, operational disruption

and/or reputational damage.

– The Group has developed a broad range of policies that

address the regulatory and legal risks that are faced by

its businesses. A number of these policies are located at:

https://fletcherbuilding.com/investor-centre/corporate-

governance/

– The Group periodically reviews emerging regulation and

emerging international standards and frameworks to identify

potential future regulatory changes.

– The Group’s Golden Rules provide a framework for all staff

on the type of contractual risks that the Group is prepared to

accept.

Product quality

The Group constructs, manufactures

as well as sources from third parties a

range of structures and building products

that are required to meet local and

international standards and regulations.

Products and structures

manufactured, supplied and/

or purchased that may not

meet relevant international or

local standards and regulations

may lead to product recalls,

remediation costs and/or

financial penalties.

– Product quality control systems and processes exist within our

businesses to manage this risk.

– Supplier vetting and reviews are undertaken by both our

businesses, and where appropriate, by third parties.

– External experts provide independent Product Quality Review

(PQR) audits on business units’ manufacturing and product

quality control processes.

– For more information on material product quality claims

currently being managed, please refer to notes 12 and 26 of

the consolidated financial statements.

Supply chain

Disruption to business unit operations

through the ineffective coordination

and control of the organisational

supply chain. The Group’s supply chain

may face a variety of challenges such

as pandemics, logistical and public

infrastructure constraints or disruption

to key suppliers.

Disruption to business unit

or Group operations through

ineffective coordination and

control of the organisational

supply chain may result in

operational disruption, penalties

and reputational damage.

– Business units have business continuity plans in place that

look to address the identified supply chain issues.

– Where possible, business units look to establish contingent

supply agreements across material/product suppliers and

logistical providers.

KEY RISKS

The Fletcher Building Risk Management Framework is focused on ten key commercial (non-health and safety) risks that the Group

faces across its business. However, these risks are dynamic and new risks and uncertainties may materialise in the future due to

changes in economic conditions, regulatory environment, and other factors. The current ten key risks are:

Fletcher Building Limited Annual Report 2024

59

Corporate Governance (continued)
Description

How this risk may impact

Fletcher BuildingHow we manage this risk at Fletcher Building

People

The failure by the Group to attract,

retain and engage our people

(including engagement with collective

representation groups) negatively

impacting business units or the Group.

The failure of the current

processes to attract and retain

talented staff can have a negative

impact on the functioning of a

business unit and the Group.

Additionally, industrial action by

collective representation groups

can cause operational disruption.

– The People and Performance function within the Group

supports the business by providing advice, tools, processes

and policies to drive employee, team and business

performance.

– Business units and the Group benefit from the development

and learning activities provided by the central Organisational

Development team.

– FBuSay, the Group-wide employee engagement survey,

provides valuable insights about staff engagement.

Environment

Business unit operations may cause

environmental damage through the failure

to comply with the required environmental

laws, resource consents and regulations.

Additionally, execution of strategic

sustainability initiatives is required for the

Group to achieve its purpose of ‘improving

the world around us’ in relation to

sustainability goals, in particular achieving

a 30% reduction of carbon emissions by

2030.

Failure to comply with the

environmental laws, resource

consents and regulations may

result in imposition of penalties

and reputational damage.

Additionally, a failure to meet the

Group’s sustainability objectives

may result in decreased demand

from customers for the Group’s

building materials.

– Business units that have potential significant environmental

impacts have Environmental Management Plans in place and

have monitoring processes in place for resource consents.

– At both the Group and business unit levels, we engage with

regulators on proposed changes to standards and regulations.

– The Group has a stated sustainability strategy with short- and

medium-term goals and accompanying Group progress

measures.

Technology resilience

Like many businesses, Fletcher Building

is dependent on information technology

systems to maintain its operations.

Failure to provide reliable, resilient,

adaptable and efficient technology

infrastructure may impact the operations

of the business units or the Group.

Additionally, the Group is also exposed

to threats by third parties that can create

operational disruption or result in the loss

of personal information or confidential

data.

Failure to provide reliable,

resilient, adaptable, and efficient

technology infrastructure may

cause operational disruption

and/ or reputational damage to

business units or the Group.

Failure to safeguard personal

information or confidential

information may also result in

the imposition of penalties and

reputational damage.

– Continued capital expenditure investment in technology

systems across the Group to support our operations.

– A dedicated team within FletcherTech to address the constantly

evolving cybersecurity threats that the Group faces.

– Group-wide education and awareness training, including the

Board of Directors, in relation to cyber-threats and cyber breach

preparedness.

– We use international experts and partners to enhance our

cyber resiliency.

– We proactively undertake disaster recovery planning for our

systems and infrastructure.

Contractual

The Group has a diverse portfolio of

business units and the execution of

onerous contract(s) by any one of the

business units may result in the Group

being liable for liabilities or performance

under contracts that are commercially

adverse.

The execution of onerous

contracts may have the potential

to negatively impact financial

performance or the reputation of

a business unit or the Group.

– The Group has established delegated financial authorities

(‘DFA’) that business units and the Group must adhere to.

– The Group has developed Golden Rules which govern the way

we contract with external parties.

– For more information about risks and claims relating to our

construction contracts, please see note 3 of the consolidated

financial statements, "Construction Accounting".

Corporate reputation and social licence to operate

The Group appreciates the privileged

position it has in the communities in which

it operates and the social responsibility

that it has to a wide range of stakeholders.

In a diverse and ever-changing economic

and social environment, the Group

needs to consider whether its operations

continue to address the interests of all its

key stakeholders.

The failure to act in a way that

supports a strong corporate

and social reputation for the

Group with its key stakeholders

(Government, investors, customers

and communities) may result in

adverse commercial, reputational

or regulatory outcomes leading to

negatively impacting the financial

performance of a business unit or

the Group.

– Engagement with the communities and how we work with

stakeholders takes different forms for each business unit and

project.

RISK CAPTURE AND REPORTING

The risk and uncertainties that are faced by the individual business units are captured in the Group-wide risk management tool,

RADAR. The information captured in RADAR enables risk management information captured at the business unit level to be

disseminated at higher levels of the organisation.

The Group undertakes operational risk reporting through business unit operational reviews. This allows the Group to see how

business units are making decisions in assessing risks and implementing their business strategies. It also assists the Group in

understanding how different risks affect different parts of the business.

In addition to the risks captured in RADAR, specific updates on Group level impacts, such as risks associated with regulatory change,

climate change and modern slavery, are reviewed annually and reported to the Board or to the relevant Board committee.

Fletcher Building Limited Annual Report 2024

60

Corporate Governance (continued)
The Audit and Risk Committee conducts an annual performance assessment of the external auditor, EY, to ensure their ongoing

quality and effectiveness. The Auditor Independence Policy, available on our website, includes requirements for the rotation of

external audit engagement partners and guidelines for the provision of non-audit services by the Group’s auditor.

Details of the fees and expenses paid to EY are provided in note 7 of the consolidated financial statements within this Annual

Report. Any additional work performed by EY beyond the statutory audit was pre-approved in accordance with the policy.

These services did not constitute prohibited non-audit services, such as bookkeeping, payroll services, or legal advocacy, and

adequate safeguards were applied to ensure they did not compromise independence. Furthermore, the services were considered

insignificant relative to the audit fees.

EY representatives attend our Annual Shareholders’ Meeting each year to answer questions from shareholders relevant to the

audit.

INTERNAL AUDIT

Fletcher Building has an internal audit function, which evaluates and improves the effectiveness of key risk management, control

and governance processes. Internal audit develops an annual internal audit plan for approval by the Audit and Risk Committee

and is accountable for its implementation. To provide for the independence of the internal audit function, internal audit reports

functionally to the Audit and Risk Committee and administratively to the Chief Financial Officer.

COMMUNICATING WITH SHAREHOLDERS

Fletcher Building maintains a website, which contains information about Fletcher Building’s financial performance, operational

activities, corporate governance and other information of specific relevance to investors and stakeholders. The website includes

detailed information on Fletcher Building’s ESG (environmental, social and governance) measures which allows our stakeholder

community to monitor our performance and easily identify and access the processes, measures, initiatives and certifications

that underpin our commitment in these areas. The core requirements on communicating with shareholders are formalised in a

Shareholder Communications Policy, most recently approved in May 2024, and available on our website.

The Group operates an investor relations programme, which includes scheduled interactions with investors, analysts and other

market commentators. Presentations are disclosed on the Group’s website and the NZX and ASX announcement platforms.

Shareholder meetings with the Chair and Chair of People and Remuneration Committee and other directors are facilitated throughout

the year. During FY24 the Board has placed particular emphasis on regularly engaging with a broad range of shareholders to receive

and discuss their feedback. The Chief Executive Officer, Chief Financial Officer, and at times, operational executives, present via an

analysts’ and investors’ conference call after the release of the interim and full year results (and at other times where warranted) and

answer questions raised by analysts and investors. Site visits also form part of the investor relations programme throughout the year.

The Board bi-annually obtains research on the perceptions that the New Zealand and Australian investment community has of the

Group, management and performance. In FY24, the Board increased female representation to the Board adding skills and expertise

while also helping meet the group’s 30% women in leadership target.

ELECTRONIC COMMUNICATIONS

Shareholders have the option to receive communications from, and send communications to, Fletcher Building in electronic form.

Shareholders are actively encouraged to take up this option.

SHAREHOLDER VOTING

Major decisions that may change the nature of Fletcher Building are presented as resolutions at the Annual Shareholders’ Meeting

and voted on by shareholders. We offer an electronic voting facility to allow shareholders to vote ahead of the meeting without

having to attend or appoint a proxy. There have been no major decisions made during the year that would change the nature of

Fletcher Building and that would require shareholder approval.

ANNUAL SHAREHOLDERS’ MEETING

All shareholders are entitled to attend the Group’s Annual Shareholders’ Meeting, either in person or by a representative. Resolutions

at shareholder meetings are by way of a poll, where each shareholder has one vote per share. Fletcher Building encourages

shareholders to ask questions in advance of the meeting, to encourage further engagement with the Group and provide management

with a view of the concerns of the Group’s shareholders. Our notice of meeting is sent to all our shareholders and is posted on our

website at least 20 working days prior to the meeting.

“The board should ensure the quality and independence of the external audit process.”

“The board should respect the rights of shareholders and foster constructive relationships

with shareholders that encourage them to engage with the issuer.”

Principle 7 – Auditors

Principle 8 – Shareholder Rights and Relations

Fletcher Building Limited Annual Report 2024

61

Sustainability Materiality
and Methodology

MATERIALITY ANALYSIS

As a large business, we recognise our operations have an impact on many people. Our sustainability strategy is based on what

is most important to our business, people, communities, customers, key stakeholders and investors; where we have the most

impact; and where our actions can lead to meaningful change. These are our material sustainability impacts, and they form the

basis of the goals within our sustainability strategy.

Material impacts assessment

In FY22 we engaged an independent specialist consultancy to conduct a materiality assessment. The assessment followed 2021

Global Reporting Initiative (GRI) Standards, in particular GRI 3: Material Topics, to identify and assess our impacts. Our FY18

materiality assessment served as a starting point, complemented by analysis of external benchmarks including those from, at

that time, the Sustainability Accounting Standards Board (SASB), the Living Standards Framework, leading industry peers, and

sustainability investor indices including the Dow Jones Sustainability Index (DJSI) and MSCI together with internal workshops with

subject matter experts from several of our divisions.

Following the principle of double materiality, the analysis was designed to look at external environmental, social and governance

impacts on our organisation and also to identify our impacts on the economy, environment, and people across Fletcher Building’s

activities and business relationships. The impacts identified included those caused by our activities, impacts where our activities

contribute to an impact, and impacts that are neither caused nor contributed to by our activities but where our operations are

associated with the impact. The severity of the impacts was assessed based on the scale of the impact, scope of the impact, and

the degree to which remediation of the impact is possible.

Stakeholder insights

As part of the assessment, our consultant conducted confidential interviews with selected subject matter experts, following

the AA1000 Stakeholder Engagement Standard (SES). Representatives from the public sector, infrastructure providers, industry

peers and experts, industry associations, sustainability consultancy, investor experts, academia and a cohort of early career

employees from within our business were interviewed. The interviews provided specific insights on the significance of different

impacts; expectations and requirements about performance; and how Fletcher Building could further accelerate and refine its

approach to sustainability.

The key insights from the interviews were that stakeholders want to see sustainability embedded within the business strategy for

Fletcher Building, and for the business to look at impacts and opportunities to improve sustainability not just within the business

but across the value chain through partnering and providing thought leadership within our sectors of operation. Internal and

external stakeholders saw great potential for Fletcher Building to contribute to society, largely in areas we already focus on,

including greenhouse gas emissions, material usage and waste, and health safety and wellbeing.

Material impacts and integration with our strategy

The assessment identified 26 sustainability impacts that are material for Fletcher Building, which we prioritised to 12 impacts with

highest severity. These fall into the three broad categories summarised below:

• Climate change impacts: Scope 1 and Scope 2 emissions and climate mitigation; Scope 3 supply chain emissions and

embodied carbon, and Scope 3 emissions from use of our products

• Resources, emissions and the circular economy: Use of raw materials; operational waste and resources efficiency; modern

methods of construction and innovation; circularity in construction; ecosystem impacts; and healthy products

• Health, safety and wellbeing: Health, safety and wellbeing of our workforce; employment practices; and employee, community

and civic engagement

Both the material impacts and the stakeholder insights from our FY22 materiality analysis are integrated into sustainability

strategy.

Climate change impacts are addressed in the net positive environmental impact strategic goal, as well as in the net zero carbon

group measure. Resources, emissions and the circular economy impacts are addressed in the Leading the Way in Sustainable

Building Products and Solutions and Circular Economy Commitment across our business goals, as well as the revenue from

sustainably certified products and waste measures. These goals also reflect stakeholders' desire to see sustainability embedded

within our business strategy and value chain. Health, safety and wellbeing impacts are addressed in the Safe, diverse and

inclusive workspace and in the Our community at the heart of what we do goals, as well as the rest of the Group measures.

As part of partnering and providing thought leadership within our sectors of operation, we are an active member of the following

sustainability organisations:

Progress against the goals in our sustainability strategy is reported in the front sections of this Annual Report. We note the recent

issue of ISSB standards, and will refer to these in our next assessment of material impacts.

– Sustainable Business Council

– Sustainable Business Network

– New Zealand Green Building Council

– Green Building Council Australia

– Climate Leaders Coalition

Fletcher Building Limited Annual Report 2024

62

Sustainability Materiality and Methodology (continued)
METHODOLOGY USED FOR NON-FINANCIAL MEASURES

Greenhouse Gas (GHG) emissions

The Greenhouse Gas (GHG) emissions included in this report were calculated for the period from 1 July 2023 to 30 June 2024 in

accordance with the GHG Protocol and ISO 14064-1:2018 International Standard for GHG Emissions Inventories and Verification.

Our Scope 1 (ISO 14064 category 1, direct emissions), Scope 2 (ISO 14064 category 2, indirect emissions from imported energy)

and Scope 3 emissions (ISO 14064 categories 3-6, indirect emissions from the supply chain) have been externally assured by

Toitū Envirocare in accordance with ISO 14064-1:2018. Assurance statements for FY18 to FY24 are available in the ‘Sustainability

Reports’ section of our website.

GHG emissions in this report were calculated in accordance with the GHG Protocol location-based methodology, as were

emissions for years prior to FY24. Market-based emissions, which account for the renewable content of electricity generated on

site or purchased by the business, are provided in the FY24 assurance statement on our website.

Scope 1 and Scope 2 emissions from our businesses were calculated on the equity share basis. This means that emissions from

our businesses and from joint ventures we are part of have been included. For joint ventures, the percentage of emissions

included is based on our percentage ownership of the joint venture.

The divisional GHG emissions included in this report represent the share of our Group GHG emissions resulting from operations

within those divisions. As with Group emissions, these were calculated on the equity share basis. Divisional emissions in this

report also include an allocation of corporate GHG emissions from our head office operations in New Zealand. These corporate

GHG emissions have been allocated to the New Zealand divisions in proportion to the divisional contribution to overall GHG

emissions for Fletcher Building.

Scope 3 emissions, those from our supply chain, were calculated in accordance with the GHG Protocol. Scope 3 emissions

were assessed for all upstream value chain categories and all downstream categories other than processing, use and end-of-life

treatment of sold products, and downstream leased assets.

Our reported Scope 3 emissions for FY24 include data sourced directly from our largest steel and cement suppliers. Supplier-

specific data was used for c. 54% of reported Scope 3 emissions. For the balance of emissions, we have used emission factors

from goods and services published by the New Zealand or Australian governments to convert the mass, volume or other units

for goods and services into tonnes of CO2 equivalent (t CO2e). Where data on quantities of supply chain goods and services was

not available, we have estimated emissions using spend based factors, using the internationally recognised DEFRA factor set,

corrected for exchange rates and inflation.

Figures in the sustainability report exclude emissions from our Tradelink® business for FY24 and for all comparative years,

including the FY18 baseline year. Tradelink® contributed c. 2% of total Group emissions in FY24.

Waste diverted from landfill

The waste diverted from landfill figures included in this report are the tonnage of waste diverted from landfill. These figures

include waste managed as part of our principal waste contracts, which represents most of the waste generated from our

operations, together with waste reported by individual operational sites. Figures in this report exclude Tradelink®, which in FY24

contributed c. 1% of total waste volumes.

The figures for waste diverted from landfill do not include waste material resulting from our operations that was reused as

cleanfill or hardfill, or waste used for energy recovery. The waste figures in this report do not include waste that is not managed

under our principal waste contracts, and where specific waste measurements for our operations are not provided to us.

Revenue from sustainably certified products

The revenue from sustainably certified products included in this report is revenue from products that hold a credible, third party

verified, sustainability certification.

The sustainability certifications that we include are Type I environmental labelling requirements under the ISO 14024 Standard

(Eco Choice Aotearoa, Good Environmental Choice Australia, Global GreenTag GreenRate™) and Type III environmental

declaration requirements under the ISO 14025 Standard.

These certifications qualify for the sustainable products credits in either the Green Star or IS Rating construction sustainability

ratings within New Zealand and Australia.

We calculate the revenue for sustainably certified products as a percentage of the total revenue from products made or sold

by our manufacturing businesses. We exclude revenue from non-manufacturing businesses (our distribution and construction

businesses) from the total revenue used for this calculation.

Where revenue is noted as being for products that hold Type I certification, these products may also hold Type III certification.

Where revenue is noted as being for products that hold Type III certification, these products do not also hold Type I certification.

Fletcher Building Limited Annual Report 2024

63

Sustainability Materiality and Methodology (continued)
Total Recordable Incident Frequency Rate (TRIFR)

Total Recordable Incident Frequency Rate (TRIFR) included in this report is the total number of recordable injuries and illnesses

per million hours worked in a year by Fletcher Building.

TRIFR calculation is on a 12-month rolling period and is the total number of recordable injuries multiplied by a million and

divided by total number of hours worked. Recordable injury definitions are derived from the Occupational Safety and Health

Administration standards, and include Medical Treatment Injuries, Lost Time Injuries, Serious injuries and Fatal Injuries, and

exclude Restricted Work Injuries. Total number of hours worked excludes holiday time and includes contractors, it is estimated

where required based on work activities.

TRIFR in this report includes all employees and contractors working under Fletcher Building control or on Fletcher Building

controlled sites.

Net Promoter Score (NPS) and Employee Net Promoter Score (eNPS)

Net Promoter Score is a widely used metric to measure satisfaction of respondents. It asks a simple question centred around the

likelihood of recommendation for a specific area. NPS ranges from -100 to 100 and is calculated by subtracting the percentage

of detractors (i.e. those who gave survey scores of 0-6 out of 10) from the percentage of promoters (i.e. those who gave survey

score 9-10 out of 10). NPS and eNPS are measured at regular intervals via surveys at a cadence appropriate for each business.

External third-party platforms are used to conduct surveys, receive and follow up on feedback, and generate insights. Businesses

refresh customer and employee lists regularly to make sure a representative sample is surveyed.

Customer NPS in this report includes all business units other than the Group's joint venture and associates, newly acquired

business units and the Construction division.

Employee Net Promoter Score (eNPS) included in this report is the result of a Groupwide employee engagement survey, which

provides insights on permanent employees’ sentiment, giving our people the opportunity to share what it is like to work for

Fletcher Building.

Fletcher Building changed to using eNPS in FY23. In light of this, FY22 comparative (reported as engagement percentile using the

previous methodology) has been recalculated in line with the presentation for FY24.

LowCO™ design and performance information

Energy, electricity and water savings for LowCO referenced in this report are based on calculated projections for pilot LowCO

homes. Embodied and operational carbon over LowCO’s expected 90-year service life is calculated using a Passive House

Planning Package energy model and BRANZ LCAQuick v3.5 integration.

The 90-year service life for a New Zealand home is referenced in the study by C. Chandrakumar, S. McLaren, D. Dowdell, R.

Jaques, A science-based approach to setting climate targets for buildings: The case of a New Zealand detached house, Build.

Environ. 169 (2020) 106560.

The climate impact of a New Zealand new-built detached house which informed the target for the LowCO project is referenced

in: D. Dowdell, Design to cut carbon - the time is now, Build 177 (2020) 35-36.

Further information on the reference information, design, modelling and expected performance of LowCO is available in the

‘Sustainable Engineering’ case study, which is available in the ‘Useful Resources’ section of the LowCO website.

Fletcher Building Limited Annual Report 2024

64

Remuneration Report
In a year since opening its doors, Residential and

Development's retirement option Vivid Living® has welcomed

29 residents to the first village at Red Beach north of Auckland.

Nestled within existing Fletcher Living® communities, Vivid

Living® is proving popular with people looking to enjoy the

benefits of retirement community living, while retaining a

50% share of any capital gains on the property longer-term.

In a year since opening its doors, Residential and

Development's retirement option Vivid Living® has welcomed

29 residents to the first village at Red Beach north of Auckland.

Nestled within existing Fletcher Living® communities, Vivid

Living® is proving popular with people looking to enjoy the

benefits of retirement community living, while retaining a

50% share of any capital gains on the property longer-term.

Fletcher Building Limited Annual Report 2024

65

Remuneration Report
Message from the People and Remuneration

Committee Chair

Dear Shareholders

On behalf of the Board, I am pleased to present Fletcher

Building’s remuneration report for the financial year ended 30

June 2024.

The year in review

The Group’s financial performance in FY24 was impacted by a

sharp fall in activity across our key markets. While many of our

businesses responded well in this environment, the Group’s

overall results were below targeted levels. In addition, and

disappointingly, further provisioning was required on the legacy

construction projects in FY24, especially on the New Zealand

International Convention Centre. In light of this performance,

the Board applied discretion for no FY24 Short-Term Incentive

(STI) payments to be made to the Acting Group CEO and Chief

Executives.

In addition to financial returns, non-financial goals balancing the

short and medium term are incorporated in the STI scorecards of

our senior leaders. These goals focus on safety, critical project

delivery, sustainability, diversity, engagement and improving

customer experience – and are tailored to the priorities of each

division. In FY24, we are pleased to report a 7-point increase

in both customer and employee NPS, though we still see too

much inconsistency across the Group’s businesses, which is

an ongoing focus. We are also pleased that the Group’s carbon

emissions are now 19% lower than our 2018 baseline, and that

our ESG (Environmental, Social and Governance) performance

is recognised through being included in the S&P Sustainability

Yearbook and a member of the Dow Jones Sustainability Index.

Our leaders have made material progress in effectively

managing the Western Australia plumbing issues. This included

achieving clarity on causation, scope and extent of repairs as

well as constructive stakeholder engagement. An effective go-

forward plan has been developed to minimise disruption and

cost exposure, which forms a central part of the confidential

mediation process that

is ongoing.

With Ross Taylor’s departure and Nick Traber stepping into the

Acting Group CEO role in March 2024, a prorated remuneration

approach was followed for Nick in FY24. This entailed

recognising Nick for the three quarters of the financial year as CE

of the Concrete division and resetting his goals for the critical

focus areas of the Group in the remaining quarter as Acting

Group CEO: progressing the NZ International Convention Centre

and Pūhoi to Warkworth, and funding. Due to the substantial

fall in market activity since the financial targets were set at the

start of the year, these targets were not achievable when Nick

stepped into the Acting CEO role. While the Group’s financial

targets remained in place, the EBIT gate was removed for Nick

to provide him with skin-in-the-game to achieve these critical

goals. Had the Board not applied discretion for CEs’ STIs to be

forfeited, Nick's STI outcome for FY24 in the Acting Group CEO

capacity would have been 18.3% of maximum, while Ross Taylor

was not eligible for a payment.

Our Long-Term Incentive (LTI) is subject to two equally weighted

performance measures: Return on Funds Employed (ROFE) and

relative Total Shareholder Return (rTSR), assessed against a

comparator group of no fewer than 10 Australasian companies.

Since 2011 the comparator group used to assess the rTSR

measure gradually reduced, most commonly due to takeovers or

being delisted. Fewer than 10 organisations remained this year

and we therefore undertook a comprehensive review prior to

the 2024 grant. Our revised approach is for the rTSR component

to be assessed against a filtered NZX All and ASX 200 index in

equal measure. This dual index-based approach reflects both

the New Zealand and Australian markets in which we operate

and provides a large group of comparators. A larger group

can smooth the volatility and sensitivity to small changes in

performance, or changes to individual companies which occur

in a small cohort. This approach is therefore more robust and

sustainable than our previous approach. Further details about

this revised approach are set out in Section 1.5 of the report.

The year ahead

Throughout the last five years, we have made a number of

enhancements to our remuneration framework and reporting,

with a key focus on increasing transparency and disclosure,

and creating closer alignment between remuneration and

shareholder outcomes.

Framework changes included introducing STI deferral,

increasing minimum shareholding requirements, removing

the LTI retest dates, reviewing LTI performance measures

and aligning the LTI grant and test dates to the Group’s full

year results. Given the number of recent changes, we are not

considering further changes to our framework in FY25.

We have also enhanced the remuneration report to respond to

investor feedback, increase transparency and more closely align

to Australian standards.

In addition to frequent engagement sessions with investors and

proxy advisers, the next step for alignment would be providing

shareholders the chance to voice formal feedback on the

remuneration report. As a matter of good corporate governance

and to provide investors with a holistic vote on our remuneration

policies and practices, we are introducing a non-binding vote

on the full remuneration report at the October 2024 Annual

Shareholder Meeting (ASM).

I would like to thank our people for their continued commitment

and performance throughout this year.

I invite you to review our Remuneration Report.

Barbara Chapman

People and Remuneration Committee Chair

Fletcher Building Limited Annual Report 2024

66

Remuneration Report (continued)
CONTENTS

1.FY24 Remuneration Framework

68

2.Performance Outcomes

72

3.Group CEO Remuneration

74

4.Frequently Asked Questions

80

5.Employee Remuneration

82

6.Directors' Remuneration

83

1. FY24 REMUNERATION FRAMEWORK

The following sections describe the remuneration framework in place during FY24.

1.1 The role of the People and Remuneration Committee

The principal role of the People and Remuneration Committee is broader than purely remuneration matters. Its role is to oversee

and regulate remuneration, and organisational matters affecting the Group, including remuneration and benefits policies,

diversity and inclusion, culture, performance and remuneration of the Group’s senior executives, development and succession

planning for the Group CEO and executives (i.e., leadership roles reporting directly to the Group CEO), and major organisational

changes.

The People and Remuneration Committee is kept apprised of relevant market information and best practice, obtaining advice

from external advisors when necessary.

Key decisions made and reviews undertaken by the People and Remuneration Committee during FY24 included: review and

approval of the FY24 STI and LTI plans for senior leaders, review of internal and external succession candidates for the Group

CEO role, approval of Acting Group CEO appointment, approval of updated remuneration proposals, review of pay parity and our

parental leave policy, and pension plan governance matters.

1.2 Remuneration strategy and framework

The FY24 remuneration framework and how it supports the strategy is set out on the next page.

Fletcher Building Limited Annual Report 2024

67

Remuneration Report (continued)
Purpose

Improving the world around us through smart thinking, simply delivered

Risk

Encourage conduct that

does not expose the Group

to inappropriate risk while

promoting high standards

and accountability

Strategy

Focus on sustainable

earnings, profitable

growth and key Company

goals and objectives

(short and long-term)

Shareholder

Focus on the creation of

shareholder value by driving

an ownership culture with

‘skin-in-the-game’

Remuneration

Element

Element

Delivery

Performance

Measure

Relationship

to Strategy

Our People

Attract and retain high

calibre people, rewarding

high standards of

performance and values

Vision

To be the leader in New Zealand and Australian building products and solutions

Remuneration Principles

Governance

Our Board is responsible for the Group’s remuneration policy, which is available on our website, with the People

and Remuneration Committee assisting in the conduct of its responsibilities. A key role of the Committee is to

oversee and regulate remuneration and organisation matters affecting the Group.

FY24 REMUNERATION FRAMEWORK

Remuneration framework and how it supports the strategy

Guaranteed remuneration components

At-risk remuneration components (subject to performance outcomes)

Fixed Remuneration

Executives are benchmarked

against a peer group

composed of New Zealand and

Australian companies generally

comparable in size, complexity

and industry

Short-Term Incentive

Recognises on a discretionary

basis, achievement of

the Group and individual

performance objectives

Long-Term Incentive

Aim to drive long- term,

sustainable results, and

creation of shareholder value

Allocation of Fletcher

Building shares, with vesting

after 3 years, based on

achievement of shareholder

return and Return on Funds

Employed (ROFE) over this

period. Allocation is made

using face value at the time

of grant

Supporting the alignment

of our most senior people

with shareholder interests,

ensuring value is created for

our people where relative

TSR is realised and ROFE

is achieved. Encouraging

long-term sustainability, a

focus on performance and

growth, and achievement of

the Group strategy

Two equally weighted

measures: Relative Total

Shareholder Return (rTSR)

referenced to NZX and

ASX index comparator

groups and ROFE

Following the release of the

final audited financial year

results, a portion is paid in

cash and the remainder is

deferred into equity for 2 years

Rewards for safety, financial

and individual performance,

measured using a balanced

scorecard

Retains and motivates key

talent, and drives alignment by

rewarding for achievement of

the Group goals and creation

of shareholder value

Includes base salary, any

allowances, non-cash benefits,

and superannuation/KiwiSaver

Set based on capability,

performance, job size, and

industry benchmarks

Attract and retain key talent to

drive the delivery of the Group

strategy. Rewards ongoing

performance in role

Fletcher Building Limited Annual Report 2024

68

Remuneration Report (continued)
1.3 Fixed Remuneration

Fletcher Building’s policy is to set fixed remuneration based on capability, performance, size of role, and industry benchmarks

in the country in which the employee is located. Participation in retirement savings plans is made available to employees as

required by remuneration practices in relevant countries.

Remuneration levels are independently reviewed and benchmarked annually for market competitiveness, and alignment

with strategic and performance priorities. A peer group which comprises New Zealand and Australian companies, generally

comparable in size, complexity and industry is used to benchmark executives. Our peer organisations display similar

characteristics to Fletcher Building by way of industry/sector, market capitalisation, revenue, geographic scope and employee

numbers and generally reflects where the Group wins talent from and loses talent to.

1.4 Short-Term Incentive (STI)

The following table summarises the Senior STI plan which applied to the Group CEO and Chief Executives in FY24.

STI ElementDescription

Eligibility

• Participation in the STI plan is by annual invitation at the discretion of the Board and typically includes

senior leaders who have a direct impact on the Group’s performance.

Opportunity

• Group CEO: Target = 112% of base salary

• Acting Group CEO: Target = 70% of base salary

• Chief Executives: Target = 70% - 80% of base salary (role dependent)

• Maximum opportunity is 1.5 x target for all participants

• For FY24 only: In lieu of a remuneration increase, the STI pay-out at target increased from 100% to 110%

for the Group CEO, Chief Executives, and General Managers. This STI uplift only applies to the financial

component of the STI and the additional cost of this approach was added to our financial targets – i.e.

additional STI was only achievable if more-stretching financial targets are met.

Vehicle

• Group CEO: 50% cash; 50% deferred into equity (share rights) for 2 years

• Acting Group CEO: 60% cash; 40% deferred into equity (share rights) for 2 years

• Chief Executives: 60% cash; 40% deferred into equity (share rights) for 2 years

Overview

• The STI plan is designed to incentivise the Group’s earnings, operating cash and those measures that drive

sustainable business performance by rewarding employees' performance against financial, safety and

individual goals.

Performance

conditions

and

weightings

• The weightings of financial, safety and individual goals vary by role, as outlined below.

MeasureDescription

Operational

Executives

Functional

Executives

Safety

gateway

• Safety leadership interactions reinforce a line-led safety culture,

and place emphasis on the importance of active and authentic

leadership for safety on site.

126

Financial

• Group CEO and Functional Executives in Corporate: Group EBIT

and trading cash (excluding significant items).

• Operational Executives in Divisions: Divisional EBIT and trading

cash (excluding significant items), capital management or work

won, depending on the division's priorities.

• EBIT is a gateway to the individual goals,1 i.e. if the EBIT threshold

is not met, no individual component of the STI is payable.

• To strike an appropriate balance between focusing on division

financials and those of the Group, a multiplier (either up or down)

is applied based on the achievement of a Group EBIT target.

Target: 65%

(115% max)

Target: 50%

(100% max)

Safety

• For businesses with TRIFR (Total Recordable Injury Frequency Rate)

>2.0, the safety component of the STI plan will include a safety

lead (risk) and safety lag (TRIFR) measure, weighted at 5% each.

• For businesses with TRIFR <2.0, the safety component consists

of lead indicators only, weighted at 10%. TRIFR is still tracked for

these businesses, and if it increases past the overall Group TRIFR,

they will lose 5% of the total 10% safety weighting in the STI.

• The safety lead target differs by role, with operating executives

based on risk containment sweeps2, and functional executives on

those areas of safety culture they are most able to influence.

10%10%

General

Performance Conditions

(1) There has been a substantial fall in market activity since targets were set at the start of the financial year, which has significantly impacted EBIT in the materials and

distribution divisions. The Group EBIT targets are no longer achievable and with Nick Traber not being in the Acting Group CEO role for the first 9 months, the removal of

the EBIT gate provides him with skin-in-the-game to achieve critical individual goals.

(2) Risk Containment is an important Critical Risk Management field walk activity to identify and immediately intervene to reduce critical risk exposure.

Fletcher Building Limited Annual Report 2024

69

Remuneration Report (continued)
STI ElementMeasureDescription

Operational

Executives

Functional

Executives

Performance

conditions

and

weightings

Individual

• Individual goals for the executives are aligned to the different

priorities of their businesses or functions, and may include

customer, people (engagement, talent and diversity),

sustainability (including carbon reduction), innovation and

critical projects or other strategic goals that drive performance

beyond the current financial year.

25%40%

Total STI scorecard at target (Financial Target + Safety + Individual)100%100%

Total STI scorecard at maximum (Financial Max + Safety + Individual)150%150%

• Performance hurdles for our financial measures are set at three levels: a threshold level, which must be

met before any STI is paid, a target level and a maximum level that reflects stretch performance. Financial

thresholds are generally set at 90% of target hurdles, with maximum generally at 110% of target hurdles.

• The 110% pay-out at target which applies for FY24 only, is delivered via a 10% step increase when financial

targets are achieved only, as follows:

- straight-line between threshold to target (0% - 100%);

- increase with a 10% step at target; and

- straight-line between target and maximum (110% - 150%), with the maximum opportunity remaining at 150%.

• The performance range for individual and safety measures is between 0% and 100%, with no opportunity for

stretch performance.

Assessment

of awards

• An assessment of performance against the performance conditions occurs following finalisation of the

Group’s full year results.

• Each of these financial measures is assessed separately at this time and achievement against each

executive’s individual goals is reviewed and approved by the Board.

• Eligibility for consideration of a payment under the STI requires a participant to remain employed by the

Group at the date of payment, following the end of the financial year.

• Both the cash and deferred equity (share rights) components are awarded as soon as reasonably

practicable after the announcement of the Company’s full year results in August each year.

Deferred

Equity:

Disposal

restrictions

and

dividends

• A participant is entitled to receive one ordinary share for each vested share right.

• The share rights will vest and be automatically exercised into shares on the second anniversary of the

grant date, subject to the plan’s leaver provisions.

• There will be no disposal restrictions on the shares received following the vest and exercise of share

rights, subject to any minimum shareholding obligations and insider trading policies.

• No dividends (or voting rights) are received on the deferred share rights during the deferral period.

1.5 Long-Term Incentive (LTI)

The table below summarises the Group’s share based executive long-term share scheme (ELSS).

LTI Element

Description

Eligibility

• Participation in the ELSS is by annual invitation at the discretion of the Board and includes the Group CEO

and Chief Executives.

Opportunity

• Group CEO: Target = 80% of base salary

• Acting Group CEO: Target = 50% of base salary

• Chief Executives: Target = 40% - 50% of base salary (role dependent)

• Maximum opportunity is 1.0 x Target for all participants

Vehicle

• Under the ELSS, participants purchase shares in the Group at the offer price with an interest-free loan.

The offer price is established at market value at the commencement of the three-year restrictive period.

The shares are held by a trustee on behalf of participants until the end of that three-year restrictive period.

• Provided the nominated share performance criteria are met and participants remain employed with the

Group throughout the restrictive period, a taxable cash bonus is paid sufficient to repay the interest-free

loan related to vested shares and legal title in the shares is then transferred to the participants.

• Subject to the impact of any increase in the tax rate since allocation, net after-tax dividends related to the

vested shares are paid to the employee.

• To the extent that the performance criteria are not met, or the participant ceases to be employed by the

Group, the shares are forfeited, and the proceeds used to repay the interest-free loan. Exceptions to this

are considered in the case of redundancy or retirement.

Performance Conditions

Timing

General

Fletcher Building Limited Annual Report 2024

70

Remuneration Report (continued)
LTI ElementDescription

Overview

• The ELSS is designed to align executive remuneration with sustainable financial outcomes for

shareholders over the longer term, and to attract and engage participants.

Performance

conditions,

weightings,

and timing

(2023 ELSS

grant)

• The 2023 ELSS grant is subject to two equally weighted performance criteria, tested at the end of a three-

year restrictive period:

- Relative total shareholder return (rTSR); and

- Return on Funds Employed (ROFE).

• TSR performance is determined by benchmarking, by way of percentile ranking, the TSR performance of

the Group against a NZX All and ASX 200 index in equal measure (i.e. 25% each). To improve comparability

with Group, both indices have been filtered to include companies with a market capitalisation above

$100m in the Industrial, Materials (excluding Metals and Mining), Consumer Discretionary and Real Estate

(excluding REITs) sectors.

• The relative TSR performance and vesting entitlements are set out in the table below.


TSR PercentilePercentage entitlement

Below 51st

NIL

At 51st

50%

Above 51st to below 75th

51% - 99% linear pro-rata

At 75th or above

100%

• ROFE performance is determined by dividing EBIT by average funds employed and assessing it using the

performance thresholds set out in the table below.

• The ROFE performance range includes a threshold at the point where ROFE equals the weighted average

cost of capital and a maximum of 15%. Performance is assessed in the year of vesting based on EBIT,

excluding the impact of M&A and restructuring costs.

• The ROFE performance and vesting entitlements are set out below:


ROFE PercentilePercentage entitlement

At or below weighted average cost

of capital (WACC)

NIL

Between WACC and 15%

1% - 99% linear pro-rata

At or above 15%

100%

• The Board has the discretion to determine the extent to which any shares held in the ELSS should be

transferred in any takeover, merger or corporate restructure.

Performance Conditions

1.6 Minimum shareholding requirement

Over time, the Group CEO, Executives (reporting directly to the Group CEO) and General Managers must acquire and maintain a

holding in the Group’s ordinary shares until such time as the greater of the sum invested or the market value of their shareholding

exceeds 100%, 75% and 50% of their base remuneration respectively. Any shares granted under the ELSS scheme do not count

towards the minimum shareholding requirement unless they vest.

Although there is no time limit in which the Group CEO and Executives must build this investment, any shares that vest under the

STI Plan, LTI Plan or any similar scheme can't be sold until their shareholding equals or exceeds the minimum requirement.

These shareholding requirements strengthen the alignment of Executives’ equity with long-term Group performance and the

interests of shareholders.

As at 30 June 2024, the Group CEO (Ross Taylor) had a holding in the Group’s ordinary shares equal to 98% of base remuneration.

The Acting Group CEO had a holding in the Group’s ordinary shares equal to 23% of his Acting Group CEO base remuneration

(which equates to 38% of his previous base salary as Chief Executive Concrete). These figures have been calculated in

accordance with the minimum shareholding requirement methodology, which uses the greater of the sum invested or the market

value of the shares. This does not include any unvested STI or LTI awards.

Fletcher Building Limited Annual Report 2024

71

Remuneration Report (continued)
1.7 FBuShare

FBuShare is Fletcher Building’s employee share plan available to all permanent employees. The plan aims to connect our people

with our performance, and to promote employee engagement and retention. Employees acquire shares in the Group and, if they

continue to be employed after a three-year qualification period, they become entitled to receive one bonus award share for every

two shares purchased in the first year of each qualification period and still owned at the end of that period. FBuShare does not

require any performance criteria to be met. FBuShare has a minimum contribution rate of NZ$250 per annum and a maximum

contribution rate of NZ$5,000 per annum (or the equivalent currency in other countries). Directors are not eligible to participate

in FBuShare.

1.8 Malus and clawback

Our malus and clawback framework applies to unvested and vested STI, both cash and deferred, and unvested and vested LTI

awards. Under this framework, the company has the right to reduce the incentive remuneration component prior to payment

or vesting, and clawback the incentive remuneration amount from a participant for a period of three years from the end of the

financial year for which the STI payment is made or vesting of the LTI.

There are four key steps in the framework, each of which contains a set of parameters and/or questions that guide management

and directors in determining the extent to which any STI or LTI would be impacted. These steps include:

1. Identifying and investigating trigger events;

2. Assessing trigger events and required consequences;

3. Determining accountability and intent; and

4. Quantifying the adjustment and application.

Although a list of financial and non-financial trigger events has been identified for which this framework would apply, this list is

not exhaustive and management, the People and Remuneration Committee or Board may determine other events apply in its

ultimate discretion.

During FY24 no trigger events were identified and therefore, the Board was not required to consider application of the malus and

clawback framework.

2. PERFORMANCE OUTCOMES

2.1 5-year performance summary

Financial yearFY24FY23FY22FY21FY20

Short-term performance

Net earnings/loss ($m)(227)235432305(196)

EBIT ($m)

(1)

516782756668160

Cash ($m)

(2)

766517592879410

Group CEO STI achieved (as a % of maximum)

(3)

- 36.092.594.00.0

Acting Group CEO STI achieved (as a % of maximum)

(4)

18.3----

(1) EBIT excludes significant items, however, includes the impact of Iplex® Australia Pro-Fit costs in FY23. FY24 EBIT includes Tradelink®.

(2) The Cash measure was operational cash flow in FY19-FY22, trading cash flow (excluding significant items) in FY23, and trading cash flow (excluding significant items

and legacy) in FY24. Trading cash flow excluding significant items is calculated consistently with the published Group cash flow from operations, excluding cash

tax, non-lease interest costs and significant items, but adjusting/deducting for lease principal payments classified as part of cash flows from financing activities, to

represent business unit-controlled cash flows.

(3) The Group CEO is not eligible for a FY24 STI payment.

(4) The Acting CEO started in the role 29 March 2024 and amounts displayed are only for this acting period of the financial year. Note, the Board applied discretion for

the Acting Group CEO and Chief Executives to fully forfeit FY24 STI payments.

Long-term performance

1-year TSR (%)

(5)

(45)15(28)107(21)

3-year TSR (%)

(6)

(45)741212(45)

ROFE (%)10.0 1 7.1 19.318.83.7

Dividends (cents per share)

(7)

0.040.036.012.015.0

Year-end share price ($) 2.835.42 5.047. 5 23.70

Group CEO LTI vested (as a % of maximum)0.0 0.00.00.00.0

Group CEO LTI grant date 1 July 20211 July 20201 July 20191 July 20181 July 2017

(5) Share price movement in year and gross dividend received, to prior year closing share price.

(6) Using 5-day VWAP as per the ELSS.

(7) Gross dividend paid during the period.

Fletcher Building Limited Annual Report 2024

72

Remuneration Report (continued)
2.2 FY24 Short-term incentive (STI) performance

Safety performance

All executives met or exceeded the required safety leadership interactions in FY24, and all divisions exceeded their safety lead

performance measures. TRIFR performance across the Group is slightly higher, with the FY24 result up to 3.2 from 3.1 in FY23.

This performance resulted in the 5% safety lag goal of the STI scorecard not being achieved.

In the event of a fatality or serious injury, the Board has the discretion to adjust any or all of the STI payment and in doing so

considers the leader’s length of time in role (and therefore ability to influence), his or her demonstrated leadership prior to the

incident as well as the quality of the leader’s response post-incident. The Board recognises the importance of this discretion and

has and will continue to adjust outcomes where it considers appropriate.

In FY24, we had one serious injury which was a non-life-threatening hand injury. Aligned to our belief that all injuries are

preventable, the Safety, Health, Environment and Sustainability Committee (SHES) considered all factors associated with this

incident, including leadership performance and efforts of the teams.

Where appropriate, the SHES Committee provides its findings to the People and Remuneration Committee to review the impact

on remuneration outcomes using the STI Discretionary Impact Framework. As per this framework, only serious injuries that were

fatal or serious with potentially fatal consequences are reviewed to assess whether discretion should be applied to impact STI

outcomes. This ensures that leaders are not unfairly sanctioned for events that, under slightly different circumstances, would not

have caused serious harm.

Given that the non-life-threatening hand injury was not potentially fatal, and after considering all associated factors, there has

been no impact to the STI outcome this year.

However, a thorough review has been conducted and both individuals involved in the incident (i.e., the incumbent and the

supervising manager) have been exited from the business because they did not follow the required safety processes and

previously failed to report violations. The business unit’s leadership has kicked off a “boots on the ground” initiative to engage

more frequently and actively on site. Furthermore, the machine involved in the incident has been decommissioned until

improvements have been implemented, audit procedures have been improved, and updated inspection guides have been

rolled out.

Financial performance

EBIT performance during FY24 was below threshold for our Australia, Building Products, Concrete and Distribution divisions, and

the overall Group.

It was above threshold for the Residential and Development and Construction divisions, which resulted in only the CEs of these

divisions meeting the gateway requirement to be eligible for payment of individual goals.

For the purposes of the FY24 STI, the Construction division’s financials were split between financials related to legacy projects

and financials from continuing operations. The purpose of this approach was to drive a separate but key focus on both

completing legacy projects and the criticality of delivering the in-year financials for the go-forward business. While the legacy

financials were completely forfeited due to the poor performance of the NZ International Convention Centre (NZICC) project,

financials focused on continuing operations (both EBIT and cash) exceeded the maximum performance hurdle.

Cash performance for the Residential and Development division and the Group is below the threshold hurdle, while performance

for the Australia, Building Products, Concrete and Distribution divisions is between threshold and target.

The Residential and Development division has not met threshold for its Capital Envelope measure and the Construction division

similarly did not meet the threshold for its division-specific New Work Won measure.

Individual performance

Where the EBIT gateway to individual goals were met, achievement against individual goals for executives in FY24 range from

35% to 90%. Further details about the individual goal performance of the Group CEO and Acting Group CEO are outlined in

Sections 3.3 and 3.4 respectively on pages 78 and 79.

Board discretion applied

The formulaic FY24 STI outcomes of the Acting Group CEO and Chief Executives ranged between 3% to 62% of maximum. In

reviewing the formulaic outcomes, the Board considered these do not accurately reflect the Group’s financial performance or the

shareholder experience in FY24. They therefore applied discretion for the Acting Group CEO and Chief Executives to fully forfeit

FY24 STI payments.

Fletcher Building Limited Annual Report 2024

73

Remuneration Report (continued)
2.3 Long-term incentive (LTI) performance

The July 2020 long-term share scheme grant, which was within the 12-month retest period up to 30 June 2024, was below the

minimum threshold performance level and was therefore forfeited. The July 2021 long-term share scheme grant was below the

minimum threshold performance level and therefore entered the 12-month retest period. As a reminder, the LTI retest extensions

were removed with the 2022 grant, and the 2021 grant is therefore the last grant for which a retest extension will apply.

The vesting and forfeiture of shares (due to failure to meet performance criteria) over the last five years are set out in the

following table:

Date of grantShares granted% vested% forfeited

September 2023

745,440

In-flight

September 2022

(1)

616,654

July 2021

(2) (3)

395,085

July 2020

(4)

1,998,6350%100%

July 2019

(5)

1,386,1000%100%

(1) As per the prospective LTI changes introduced in FY23, grant and test dates were aligned to the announcement of the Group’s full year results, and the retests were

removed.

(2) Due to a change in the remuneration framework for General Managers (GMs) during FY21, this employee group is no longer eligible for LTI awards, resulting in a

lower number of shares granted in July 2021 compared to previous years. Equity is delivered for GMs through the equity deferral of their STI component.

(3) Fletcher Building's TSR did not meet the minimum vesting threshold for the three years ended 30 June 2024 for the 2021 issue. Therefore, the restrictive period has

been extended to 30 June 2025.

(4) The restrictive period for the 2020 issue was extended for 12 months until 30 June 2024. Fletcher Building's TSR did not meet the minimum vesting threshold for the

period ended 30 June 2024. Therefore, 100% of the shares in the 2019 issue will be forfeited in August 2024.

(5) The restrictive period for the 2019 issue was extended for 12 months until 30 June 2023. Fletcher Building's TSR did not meet the minimum vesting threshold for the

period ended 30 June 2023. Therefore, 100% of the shares in the 2019 issue were forfeited in August 2023.

3. GROUP CEO REMUNERATION

3.1 Group CEO: Ross Taylor (On garden leave until 23 August 2024)

3.1.1 Remuneration package overview

The following diagram shows how remuneration is delivered to the Group CEO.

Fixed RemunerationBase salary and other benefits

Short-term incentive

Cash (50%)

Deferred equity (50%)

Long-term incentive

Shares

50% Relative TSR and 50% ROFE

Start of

the year

End of

Year 1

End of

Year 2

End of

Year 3

Fletcher Building Limited Annual Report 2024

74

Remuneration Report (continued)








3.1.2 Remuneration mix

Ross Taylor’s annual base remuneration as at 30 June 2024 was $2,223,600, with an on-target STI of 112% of base salary and LTI

of 80% of base salary. The current mix of remuneration components for the Group CEO is set out below, and clearly shows the

significant weighting of variable pay (at risk), which is subject to achievement of short-term and long-term strategic goals.

The charts below show the Group CEO’s remuneration package pay mix as a percentage of total package for both on-target

performance and maximum performance.

At targetAt maximum

Remuneration elementValue in NZD% of total packageValue in NZD% of total package

Fixed Remuneration

$2,322,50335.2%$2,322,50329.7%

STI Cash$1,245,21618.9%$1,867,82423.8%

STI Equity$1,245,21618.9%$1,867,82423.8%

LT I$1,778,8802 7.0 %$1,778,88022.7%

Total remuneration package$6,591,815100%$ 7, 8 3 7,0 3 1100%

3.1.3 Remuneration received

The remuneration Ross Taylor received for FY24 and FY23 is set out in the table below.

FY24FY23

Base remuneration

$2,223,600$2,223,600

Other benefits

(1)

$98,903

(2)

$134,911

Short-term incentive accrued in the financial year-

(3)

$1,345,286

(4)

Received

(5)

$2,322,503

$3,703,797

Long-term incentives

Granted but only awarded after 3 years, if performance criteria are metFY24FY23

Long-term incentive - number of shares granted

193,227

(6)

168,296

(7)

Long-term incentive - face value of grant$1,778,880$1,778,880

Refer above for details of the STI and ELSS.

(1) Includes medical insurance, KiwiSaver and Australian superannuation for days worked in Australia as required by Australian taxation law.

(2) The other benefits value is less in FY24 than FY23 as Ross worked more days in Australia, which resulted in less KiwiSaver payments, but no additional Superannuation

payments as this is capped.

(3) The Group CEO is not eligible for a FY24 STI payment.

(4) FY23 base remuneration x STI target (112% of base remuneration) x FY24 STI maximum outcome (36%) x 150%. 50% payable in September of the following financial

year and 50% deferred into equity for 2 years.

(5) This table sets out remuneration awarded for the relevant financial year. The table on page 82 shows remuneration received during the year, which includes amounts

relating to prior years but paid in the year due to timing differences.

(6) Based on a share price of NZ$4.88/AU$4.48, being the volume weighted average price for the five business days prior to 1 September 2023. The number of shares

granted was calculated by converting the long-term incentive value to the Australian dollar equivalent and using the Australian tax rate for the relevant financial year.

(7) Based on a share price of NZ$5.61/AU$5.01, being the volume weighted average price for the five business days prior to 1 September 2022. The number of shares

granted was calculated by converting the long-term incentive value to the Australian dollar equivalent and using the Australian tax rate for the relevant financial year.

The table below outlines the Group CEO’s remuneration package at target and at maximum in NZD.


Equity Pay


Variable Pay (at risk)

LTI: Long-Term Incentive

STI: Short-Term Incentive

FR: Fixed Remuneration

(includes base salary and

other benefits)

Group CEO

on Target

Performance

Pay Mix

Group CEO

Maximum

Performance

Pay Mix

LT I

27%

LT I

22%

FR

35%

FR

30%

STI Cash

19%

STI Cash

24%

STI

Equity

19%

STI

Equity

24%

Fletcher Building Limited Annual Report 2024

75





3.2 Acting Group CEO: Nick Traber (Effective 29 March 2024)

3.2.1 Remuneration package overview

The following diagram shows how remuneration is delivered to the Acting Group CEO

3.2.2 Remuneration mix

Nick Traber’s annual base remuneration for his role as Acting Group CEO as at 30 June 2024 was $1,400,000. His STI and LTI

opportunity remained unchanged from his package as the divisional Concrete Chief Executive, i.e. 70% and 50% of base salary

at target, respectively. The current mix of remuneration components for the Acting Group CEO is set out below. All values have

been pro-rated for the 3-month period of FY24 which he was the Acting Group CEO (29 March 2024 to 30 June 2024).

The charts below show the Acting Group CEO’s remuneration package pay mix as a percentage of total package for both on-

target performance and maximum performance.


Equity Pay


Variable Pay (at risk)

LTI: Long-Term Incentive

STI: Short-Term Incentive

FR: Fixed Remuneration

(includes base salary and

other benefits)

Acting

Group CEO

on-target

performance

pay mix

LT I

22%

LT I

20%

FR

46%

STI Cash

19%

STI

Equity

13%

STI

Equity

16%

Remuneration Report (continued)

Acting

Group CEO

maximum

performance

pay mix

FR

40%

STI Cash

24%

Fixed RemunerationBase salary and other benefits

Short-term incentive

Cash (60%)

Deferred equity (40%)

Long-term incentive

Shares

50% Relative TSR and 50% ROFE

Start of

the year

End of

Year 1

End of

Year 2

End of

Year 3

Fletcher Building Limited Annual Report 2024

76

At targetAt maximum
Remuneration elementValue in NZD

(1)

% of total packageValue in NZD

(1)

% of total package

Fixed Remuneration

$365,82546.4%$365,82540.1%

STI Cash$147,00018.8%$220,50024.4%

STI Equity$98,00012.5%$147,00016.2%

LT I$175,00022.3%$175,00019.3%

Total remuneration package$785,825100%$908,325100%

(1) Pro-rated for time in Acting Group CEO role from 29 March 2024 to 30 June 2024.

3.2.3 Remuneration received

The remuneration Nick Traber received in his role as Acting Group CEO, from 29 March 2024 to 30 June 2024 is set out in the

table below.

FY24

Base remuneration

Base remuneration$352,143

Other benefits

(1)

$13,682

Short-term incentive accrued in the financial year-

(2)

Received

(3)

$365,825

Refer above for details of the STI.

(1) Includes medical insurance and KiwiSaver.

(2) The Board applied discretion for the Acting Group CEO and Chief Executives to fully forfeit FY24 STI payments.

(3) This table sets out remuneration awarded for the relevant financial year. The table on page 82 shows remuneration received during the year. Nick Traber did not

receive a Long-Term Incentive in his role as Acting Group CEO.

The table below outlines the Acting Group CEO’s remuneration package at target and at maximum in NZD.

Remuneration Report (continued)

Fletcher Building Limited Annual Report 2024

77

Remuneration Report (continued)
3.3 Group CEO FY24 STI outcome

For FY24, the following financial and non-financial measures were considered by the Board to incentivise earnings and operating

cash, and to drive sustainable business performance. STI performance for FY24 was measured between threshold and maximum

hurdles, with straight-line pro-rate from 0% at threshold to 100% at target, and 150% at maximum. While Ross Taylor is not

eligible for a FY24 STI payment, we have disclosed the Group CEO’s scorecard alongside the Acting Group CEO’s to illustrate

performance against the targets set by the Board. The table below summarises performance against targets for each of the

measures under the Group CEO’s FY24 STI.

MeasureComment

Safety gateway

Gate

for any

payment

Actively led the Protect Strategy through leadership of safety on site

and through safety walks.

Financial goals

FB Group EBIT

(gateway to individual goals)

0%-80%

The annual EBIT (excluding significant items) result of $516 million

was below the threshold performance hurdle and this goal was

therefore not achieved. This was due principally to a significant fall

in market activity impacting earnings for the Group’s Materials and

Distribution businesses.

Note: EBIT includes Tradelink® for the purposes of the FY24 STI.

FB Group Cash0%-35%

Trading cash flow performance (excluding significant items

and legacy projects) of $766 million was below the threshold

performance hurdle and this goal was therefore not achieved. Strong

working capital management across the Group led to good cash flow

generation, however this was not sufficient to offset the impact of

lower earnings.

Safety goals

Risk containment sweep and critical control

verification plans, sweeps completed to plan

and actions closed within timeframes.

0%-5%

The focus on the roll-out of critical risk initiatives is key in driving the

right behaviours and focus. With high uptake, the number of sweeps

completed across FB materially exceeded the target, resulting in

more risks controlled and creating a safer workplace.

FB Group Total Recordable Injury Frequency

Rate (TRIFR) reduced from 3.1 to 2.8 or below.

0%-5%

Group TRIFR has increased slightly from 3.1 to 3.2 during FY24. As

such, the targeted reduction was not achieved.

Individual goals

Construction legacy project works on track to

be completed no later than end of FY25, with

financial outcomes managed within the risk

framework.

0%-5%

Good progress towards completion of remaining key legacy projects,

including works completion on Pūhoi to Warkworth and Horizon

Hotel (part of NZICC), and settlement of remaining Contract Works

Insurance claims on NZICC. However, $180m additional provisioning

on NZICC and Wellington Airport carpark in Feb-24 means the legacy

projects position is materially worse than expectations set in June

2023. Goal not achieved.

Increase female operational leaders in line

with the plan to reach our 30% target by FY27.

0%-5%

The increase in the percentage of female operational leaders

outperformed the FY25 target of the longer-term plan for FY27,

resulting in the full achievement of the related STI goal.

Effectively manage the Western Australia

plumbing issue to achieve clarity on

causation, scope and extent of repairs,

and develop effective fixes and work

methodologies to minimise disruption and

ongoing fix costs.

0%-10%

An effective go-forward plan has been developed to minimise

disruption and cost exposure and effectively address the plumbing

failures in WA. This forms a central part of the confidential mediation

process that is ongoing and has been engaged on constructively

with key stakeholders.

Growth investment projects remain on track

regarding implementations and financial

return outlook.

0%-5%

Timing delays and cost increases in certain areas of the growth

projects, however financial return outlook for the projects remains

attractive. Goal partially achieved.

FY24 STI Outcome (as a % of maximum)

0%-150%3%Note: Not eligible for a FY24 STI payment

Scorecard weighting

pay-out range

Actual

outcome: %

of maximum

Key:

At or above maximum

Achievement between

target and maximum

Partial achievement between

threshold and target

At or below threshold achievement

Fletcher Building Limited Annual Report 2024

78

3.4 Acting Group CEO FY24 STI outcome
The following financial and non-financial measures were considered by the Board to be the most critical areas for the Acting

Group CEO to deliver in Q4 of FY24. STI performance for FY24 was measured between threshold and maximum hurdles, with

straight-line pro-rate from 0% at threshold to 100% at target, and 150% at maximum. The table below summarises performance

against targets for each of the measures under the Acting Group CEO’s FY24 STI for the period 29 March 2024 to 30 June 2024.

Noting the Board exercised discretion for the Acting Group CEO’s FY24 STI to be fully forfeited.

MeasureComment

Safety gateway

Gate

for any

payment

Actively led the Protect Strategy through leadership of safety on site

and through safety walks.

Financial goals

FB Group EBIT

(No gateway to individual goals)

0%-80%

The annual EBIT (excluding significant items) result of $516 million

was below the threshold performance hurdle and this goal was

therefore not achieved. This was due principally to a significant fall

in market activity impacting earnings for the Group’s Materials and

Distribution businesses.

Note: EBIT includes Tradelink® for the purposes of the FY24 STI.

FB Group Cash0%-35%

Trading cash flow performance (excluding significant items

and legacy projects) of $766 million was below the threshold

performance hurdle and this goal was therefore not achieved. Strong

working capital management across the Group led to good cash flow

generation, however this was not sufficient to offset the impact of

lower earnings.

Safety goals

Risk containment sweep and critical control

verification plans, sweeps completed to plan

and actions closed within timeframes.

0%-5%

The focus on the roll-out of critical risk initiatives is key in driving the

right behaviours and focus. With high uptake, the number of sweeps

completed across FB materially exceeded the target, resulting in

more risks controlled and creating a safer workplace.

FB Group Total Recordable Injury Frequency

Rate (TRIFR) reduced from 3.1 to 2.8 or below.

0%-5%

Group TRIFR has increased slightly from 3.1 to 3.2 during FY24. As

such, the targeted reduction was not achieved.

Individual goals

Construction legacy project: Pūhoi to

Warkworth

0%-5%

Works completion achieved and project claims further developed.

Given this project remains in line with expectations set at the

beginning of FY24, goal achieved.

Construction legacy project: New Zealand

International Convention Centre (NZICC)

0%-5%

Since Mar-24, the NZICC project has remained on track for works

completion by Dec-24, and forecast financial outcomes maintained

as per the Feb-24 position. Positive settlement of remaining Contract

Works Insurance claims in Jun-24. Goal achieved.

Successfully refinance the Company’s

October 2025 Syndicate bank facility, and

maintain an investment grade credit rating

with Moody’s

0%-15%

Successful refinancing of the Syndicate bank facility in Jun-24, in

line with target timing and terms. Moody’s credit rating maintained

at investment grade (Baa3), however with negative outlook. Goal

partially achieved.

FY24 STI Outcome (as a % of maximum)

0%-150%18%Note: Board discretion applied to fully forfeit FY24 STI

Scorecard weighting

pay-out range

Actual

outcome: %

of maximum

Remuneration Report (continued)

Key:

At or above maximum

Achievement between

target and maximum

Partial achievement between

threshold and target

At or below threshold achievement

Fletcher Building Limited Annual Report 2024

79

Remuneration Report (continued)
Key QuestionsFletcher Building ResponseReference

Leadership Transition Arrangements

What remuneration arrangements

are in place for the Group CEO’s

(Ross Taylor’s) exit?

Ross Taylor (Group CEO) went on garden leave on 28 March 2024. To support an orderly

transition, Ross remained available to support Nick Traber (the Acting Group CEO) and

the business as required until the end of his notice period on 23 August 2024. No other

severance will be paid to Ross.

His in-flight (i.e. granted but not yet vested) STI equity and LTI awards will be treated as

per the scheme rules. Retention of these awards is in place so Executives have a long-term

focus on the performance of the company (even post termination), as the final value of the

awards will be subject to share price performance at vesting.

• FY22 and FY23 deferred STI equity: Remains on-foot until vesting date (2 years post grant)

o STI equity refers to a portion of STI earned in previous years, which has been deferred

into share rights. These awards are not subject to further performance conditions.

• FY22 and FY23 LTI awards: Remains on-foot, pro-rated for time and tested at the end of

the restrictive period (3 years post grant)

o Given that the LTI has not yet been earned (in contrast to the STI equity), it is prorated

for the portion of the vesting period served. It also remains subject to the rTSR and

ROFE performance conditions at the end of the restrictive period and the value of the

awards are subject to share price.

Section 3.1

Remuneration Report Vote

Why are you putting the

remuneration report to a vote at

the AGM?

As a New Zealand incorporated company listed on the ASX, Fletcher Building is not

required to disclose an Australian-style remuneration report or put that remuneration

report to a vote.

While FB is not legally required to put our remuneration report to a vote, we will present

the FY24 report to a non-binding vote (i.e. not a substantive rule but to understand

shareholder views) at the October ASM. This decision has been taken to enhance and

evolve shareholder engagement on remuneration, in response to feedback from investors,

and as a matter of good corporate governance.

Message from

Committee

Chair

What will happen in the event of

2 strikes against the remuneration

report?

In contrast to Australia requirements, we are not adopting a vote to spill the board in the

event of 2 consecutive strikes. Based on Australian practice, this resolution is almost never

approved, it is expensive and (as shown by recent succession events) the FB Directors

are focused on Board renewal.

This renewal process is currently underway with the resignations of Bruce Hassall, Rob

McDonald, Doug McKay, and Martin Brydon, and the appointment of Tony Dragicevich.

We believe it is more beneficial for the FB Board to continue its focus on succession and

engage on any additional skills or candidates investors recommend. We will also continue

regular engagement to gain feedback on and improve our remuneration practices and

reporting (where appropriate).

Message from

Committee

Chair

Why do you not put the LTI grant

up for resolution at the AGM?

As a New Zealand incorporated company listed on the ASX, Fletcher Building is not

required to put equity grants to a vote – noting the requirement in Australia only applies

when new equity is issued (i.e. not if acquired on-market). This is also not common

practice for other NZ incorporated companies listed on the ASX.

We are, however, putting the Remuneration Report up for a vote which includes both LTI

and STI. We are doing this because we want to provide shareholders with a holistic vote on

our remuneration policies and practices and therefore did not want to only put the LTI to a

vote when not taking the same action for the STI deferred equity or remuneration report.

Message from

Committee

Chair

Why does FB not comply with all

Australian requirements?

As a dual listed company, incorporated in NZ, we comply with the Australian requirements

that are most meaningful for our shareholders and will assist in assessing FB’s

remuneration.

Complying in full would be cost prohibitive and compliance for compliance’s sake without

increasing value for shareholders. We will consult on and consider additional information

investors would like disclosed.

Message from

Committee

Chair

Why have all Key Management

Personnel (KMP) not been

included in the remuneration

report?

The decision of who a KMP is has always been discretionary such that practices vary

broadly across the ASX. Furthermore, in New Zealand disclosure of CEO remuneration

requires consent. This would be prohibitive for a broad group and disclosure for many NZ

executives could lead to poaching risks and upward pressure on pay over the longer term.

Message from

Committee

Chair

4. FREQUENTLY ASKED QUESTIONS

Fletcher Building Limited Annual Report 2024

80

Remuneration Report (continued)
Key QuestionsFletcher Building ResponseReference

Remuneration Framework

Do you think the executives’

remuneration framework

balances the short and long term?

Executives are focused on the quality of earnings over the longer term via the LTI

component (which is a significant element of total remuneration), the two-year STI deferral

(which is aligned with shareholders via share price appreciation or depreciation during

that time), and those individual STI goals which are future-focused.

The introduction of STI deferral in FY22 was also accompanied by an increase in the

mandatory shareholding for the Group CEO from 50% to 100% of base salary, and from

50% to 75% for other Executives.

Section 1

Why did you review and make

changes to the rTSR peer group

for the LTI?

Our previous peer group consisted of 10 Australasian companies.

While this Group initially consisted of 17 companies in 2011, it had become smaller

over time due to comparable organisations across the ASX and NZX decreasing – most

commonly due to takeovers or being delisted (e.g. Crane Group, Nuplex, Dulux and most

recently Adelaide Brighton, Boral and CSR).

In 2023, <10 comparable organisations remained in our peer group and we engaged

external consultants to undertake an independent comprehensive review for future grants.

Section 1.5

Why are you proposing to move

to an index-based approach?

A bespoke group should ideally consist of no less than 20 companies. This is because

larger groups (such as those provided by an index) can smooth the volatility and sensitivity

to small changes in performance or changes to individual companies (such as Boral’s

change of control event), which occurs in a small cohort. Our review highlighted that there

aren’t at least 20 comparable organisations across New Zealand and Australia and we

therefore adopted an index-based approach.

Section 1.5

How is ROFE calculated?ROFE is EBIT on average funds. With regards the treatment of significant items for the

purposes of calculating LTI, ROFE will include any asset impairments that have been made

but exclude any M&A divestments and restructuring costs.

We take the deduction on asset impairment because management hasn’t supported the

value of the business. But for M&A, almost invariably a divestment is not being made

by the management team who bought it. We don’t want to have perverse incentives

where management might not look to do a divestment if there’s going to be a write down

and negatively impact their LTI. Or conversely, asset sales just because of the gain, to

positively impact their LTI.

Section 1.5

Why does Fletcher Building

have a loan scheme rather than

a performance rights scheme?

This would seem to be more

complex for employees and

the company, especially with

regards to the taxation of the

“bonus” part of the scheme.

This has been a long-running plan that was majority NZ practice. Many NZ companies

still apply these loan plans. The loan-based plan is retained because it ensures the tax on

the share price appreciation is not borne by the Company, as it would be under a share

rights plan.

With a reduced number of participants in the LTI plan (~12 remaining), the simplicity of

the plan is less relevant as any clarification on the operation of the plan can be dealt

with on a case-by-case basis.

Section 1.5

Fletcher Building Limited Annual Report 2024

81

Remuneration Report (continued)
From NZ$ to NZ$

New Zealand

business

activities

International

business

activitiesTotalFrom NZ$ to NZ$

New Zealand

business

activities

International

business

activitiesTotal

100,000 – 110,0006283951023480,000 – 490,000213

110,000 – 120,000515336851490,000 – 500,000213

120,000 – 130,000392258650500,000 – 510,000202

130,000 – 140,000344202546510,000 – 520,000303

140,000 – 150,000234169403520,000 – 530,000303

150,000 – 160,000185142327530,000 – 540,000224

160,000 – 170,000139117256540,000 – 550,000213

170,000 – 180,00011480194550,000 – 560,000101

180,000 – 190,0009760157560,000 – 570,000213

190,000 – 200,0005846104580,000 – 590,000112

200,000 – 210,000514899590,000 – 600,000022

210,000 – 220,000472673620,000 – 630,000101

220,000 – 230,000422365640,000 – 650,000022

230,000 – 240,000432568660,000 – 670,000011

240,000 – 250,000262147670,000 – 680,000011

250,000 – 260,000251338690,000 – 700,000101

260,000 – 270,000221234750,000 – 760,000101

270,000 – 280,000171431760,000 – 770,000101

280,000 – 290,00011516770,000 – 780,000101

290,000 – 300,000141024790,000 – 800,000011

300,000 – 310,00011718800,000 – 810,000101

310,000 – 320,00071017820,000 – 830,000101

320,000 – 330,000131124910,000 – 920,000112

330,000 – 340,0009211920,000 – 930,000022

340,000 – 350,00013114930,000 – 940,000101

350,000 – 360,0006511940,000 – 950,000101

360,000 – 370,000033960,000 – 970,000101

370,000 – 380,000437970,000 – 980,000011

380,000 – 390,000628990,000 – 1000,000011

390,000 – 400,00055101,000,000 – 1,010,000011

400,000 – 410,00091101,020,000 – 1,030,000101

410,000 – 420,0002351,030,000 – 1,040,000011

420,000 – 430,0002241,070,000 – 1,080,000112

430,000 – 440,0001231,220,000 – 1,230,000101

440,000 – 450,0005271,240,000 – 1,250,000101

450,000 – 460,0003032,190,000 – 2,200,000011

460,000 – 470,0006174,380,000 – 4,390,000011

470,000 – 480,000404

3,1 4 5 2,086 5,231

5. EMPLOYEE REMUNERATION

Section 211(1)(g) of the Companies Act 1993 requires disclosure of the number of employees or former employees of the Group

whose remuneration and any other benefits received by them during the year in their capacity as employees, was equal to or

exceeded $100,000 per annum and to state the number of such employees or former employees in brackets of $10,000. These

amounts are included below and include all applicable employees or former employees of Fletcher Building worldwide. The

remuneration amounts include all monetary amounts and benefits actually paid during the year, including redundancies and the

face value of long-term incentives vested.

The decrease in the highest bracket in FY24 (4,380,000 – 4,390,000) compared to the highest bracket in FY23 (6,670,000 –

6,680,000) is as a result of the one-off share-based retention award granted to the Group CEO in 2019, which vested on 30 June

2022 but was allocated in FY23.

This table is required by law and sets out remuneration that has been received during this year, and so includes amounts that

relate to prior periods (due to timing of payments).

Fletcher Building Limited Annual Report 2024

82

Remuneration Report (continued)
6. DIRECTORS’ REMUNERATION

The current total directors’ remuneration pool approved by shareholders in 2011 is $2 million per annum. Directors receive

remuneration determined by the Board on the recommendation of the Nominations Committee. The Directors’ aggregate

remuneration per annum must be within the remuneration pool approved by shareholders. There are no schemes for retirement

benefits for non-executive directors. Information of directors’ holdings of securities is set out in the Statutory Disclosures section.

In June 2024, the Nominations Committee considered the appropriateness of current directors’ fees and recommended to the

Board no change to the fees for FY25 to be paid out of the current shareholder approved remuneration pool of $2 million per

annum, as shown in the following table.

The remuneration scale for directors is outlined below:

Fees to directors for unscheduled additional work required for the Group is time based payable at $1,200 per half day. Directors

do not receive any further remuneration for also being directors of Fletcher Building Industries Limited, the NZX-listed issuer

of the Group’s capital notes. Directors’ fees exclude GST, where appropriate. In addition, Board members are entitled to be

reimbursed for costs directly associated with carrying out their duties, including travel costs.

Details of the total remuneration received by each Fletcher Building director for FY24 are as follows:

Remuneration scale

PositionFY24FY25

(1)

Board of directors

Chair

(2)


Non-Executive director

$391,000

$155,500

$320,000

$155,500

Audit and Risk Committee

Chair

Member

$38,000

$19,500

$38,000

$19,500

Nominations Committee

Chair

Member

-

$8,500

-

$8,500

People and Remuneration Committee

Chair

Member

$29,000

$14,500

$29,000

$14,500

Safety, Health, Environment and Sustainability Committee

Chair

Member

$29,000

$14,500

$29,000

$14,500

Overseas based directors - travelling allowance$18,000$18,000

(1) FY25 fees are effective from 1 July 2024.

(2) No additional fees are paid to the Board Chair for committee roles.

DirectorsBoard Fees

Audit and Risk

Committee

Nominations

Committee

People and

Remuneration

Committee

Safety, Health,

Environment

and

Sustainability

Committee

Overseas

based

directors

travelling

allowance

Total

Remuneration

Bruce Hassall (Chair)

(1)

$263,820 $-

(1)

$- $263,820

Barbara Chapman

(Acting Chair)

(2)

$234,000

$5,667

$-

(2)

$19,333*

$-*

$259,000

Martin Brydon

(3)

$155,500 $14,500$14,500$18,000$202,500

Peter Crowley$155,500$19,500$8,500 $14,500$18,000$216,000

Sandra Dodds

(4)

$129,583$16,250 $12,083$15,000$172,916

Rob McDonald

(5)

$155,500$38,000* $14,500 $208,000

Doug McKay

(6)

$155,500$19,500 $29,000* $204,000

Cathy Quinn$155,500$19,500 $14,500 $189,500

TOTAL$1,404,903$112,750$14,167$48,333$84,583$51,000$1,715,736

FY24 fees are effective from 1 July 2023.

* Chair of Committee

(1) No additional fees are paid to the Board Chair for committee roles; stepped down from the Board effective 4 March 2024.

(2) Director appointed as Acting Chair and chair of the Nominations Committee each effective 4 March 2024, no additional fees are paid to the Acting Chair for

committee roles.

(3) Stepped down from the Board effective 30 June 2024.

(4) Appointed as director 1 September 2023, appointed as member of Audit and Risk Committee and Safety, Health, Environment and Sustainability Committee each

effective 1 September 2023.

(5) Stepped down from the Board effective 30 June 2024.

(6) Stepped down from the Board effective 21 June 2024.

Fletcher Building Limited Annual Report 2024

83

Financial Report
Laminex® Australia celebrates its new

showroom opening in Melbourne in

June, with a customer event.

Fletcher Building Limited Annual Report 2024

84

Fletcher Building Limited Annual Report 2024
85

Notes
June

2024

NZ$M

June

2023

NZ$M

June

2022

NZ$M

June

2021

(1)

NZ$M

June

2020

NZ$M

Financial performance

Operating revenue

(2)

7,6 8 37,6 7 97,7467,3716,537

Earnings before interest and taxation (EBIT)

(2)

176484686532(113)

Net earnings/(loss)

(2)

(86)230426306(185)

Cash flow from operations398388592879410

Earnings per share - basic (cents per share)

(2)

(11.0)29.452.737.1(22.2)

Dividends for the period (cents per share)34.040.0 30.0

Financial performance - before significant items (continuing operations)

Earnings before interest and taxation (EBIT)509785741655155

Net earnings 18344747943185

Earnings per share - basic (cents per share)23.457.159.452.310.2

Balance sheet

Current assets3,1883,3303,2773,1253,824

Non-current assets5,6865,7515,1444,8494,954

Total assets

8,8749,0818,4217,9748,778

Current liabilities2,0882,2012,1571,9062,385

Non-current liabilities3,4583,2032,4992,3332,858

Total liabilities

5,5465,4044,6564,2395,243

Capital2,9952,9933,0033,2483,280

Reserves322657747471220

Minority equity1127151635

Total equity

3,3283,6773,7653,7353,535

Total liabilities and equity

8,8749,0818,4217,9748,778

Other financial data

Total shareholders' return (%)

(3)

(45)15(28)107(21)

Net tangible assets per share ($)2.973.173.473.302.87

Gearing (%)

(4)

34.72 7.815.14.412.3

Leverage

(5)

2.01.20.60.20.9

Return on average funds (%)

(6)

0.510.618.015.2(2.7)

Return on average equity (%)

(7)

(6.5)6.411.78.6( 5.1)

Return on average funds - before significant items (%)

(6)

10.01 7.119.318.83.7

Return on average equity - before significant items (%)

(7)

5.212.213.211.60.1

(1) Restated following revisions to NZ IAS 38 Intangible Assets adopted by the Group.

(2) Continuing operations.

(3) Share price movement in year and gross dividend received, to opening share price.

(4) Net debt (borrowings less cash and deposits) to net debt and equity.

(5) Net debt to EBITDA before significant items.

(6) EBIT to average funds (net debt and equity less deferred tax asset).

(7) Net earnings to average shareholders' funds.

Trend Statement

86

Fletcher Building Limited Annual Report 2024

Consolidated Income Statement
For the year ended 30 June 2024

Continuing operationsNote

2024

NZ$M

2023*

NZ$M

Revenue

7,6 8 3

7,6 7 9

Cost of goods sold

(5,521)

(5,282)

Gross margin

2,162

2,397

Selling, general and administration expenses

(1,665)

(1,662)

Share of profits of associates and joint ventures

10

34

Revaluation gain on investment property

2

16

Significant items

(333)

(301)

Earnings before interest and taxation (EBIT)

176

484

Lease interest expense

(58)

(53)

Funding costs

(142)

(94)

Earnings/(loss) before taxation

(24)

337

Taxation expense

(55)

(88)

Earnings/(loss) after taxation from continuing operations(79)

249

Losses attributable to non-controlling interests

(7)

(19)

Net earnings/(loss) from continuing operations(86)

230

Net earnings/(loss) from discontinued operation net of tax2.4

(141)

5

Net earnings/(loss) attributable to the shareholders(227)

235

Net earnings/(loss) per share (cents) 6

Basic

(29.0)

30.0

Diluted

(29.0)

28.4

Net earnings/(loss) per share from continuing operations (cents) 6

Basic

(11.0)

29.4

Diluted

(11.0)

2 7.8

Weighted average number of shares outstanding (millions of shares)6

Basic

783

783

Diluted

783

848

Dividends declared per share (cents)2034.0

* The comparatives have been represented for Tradelink® classified as a discontinued operation. Further details of the change can be

found in note 2.4.

The accompanying notes form part of and are to be read in conjunction with these consolidated financial statements.

On behalf of the Board, 21 August 2024.

Barbara Chapman

Acting Chair

Sandra Dodds

Director

87

Fletcher Building Limited Annual Report 2024

Consolidated Statement of Comprehensive Income
For the year ended 30 June 2024

2024

NZ$M

2023*

NZ$M

Net earnings/(loss) attributable to shareholders

(227)

235

Net earnings attributable to non-controlling interests

7

19

Net earnings/(loss) after tax

(220)

254

Other comprehensive income

Items that do not subsequently get reclassified to Consolidated Income Statement:

Movement in pension reserve

21

21

Items that may be reclassified subsequently to Consolidated Income Statement in

the future:

Movement in cash flow hedge reserve

(7)

2

Movement in currency translation reserve

(1)

(23)

(8)

(21)

Other comprehensive income

13

(21)

Total comprehensive income/(loss) for the year(207)

223

Total comprehensive income/(loss) for the year arises from:

Continuing operations

(66)

228

Discontinued operations

(141)

5

Total comprehensive income/(loss) for the year(207)

233

* The comparatives have been represented for Tradelink® classified as a discontinued operation. Further details of the change can be

found in note 2.4.

The accompanying notes form part of and are to be read in conjunction with these consolidated financial statements.

88

Fletcher Building Limited Annual Report 2024

Consolidated Statement of Movements in Equity
For the year ended 30 June 2024

NZ$MNoteShare capitalRetained earningsShare-based payments reserveCash flow hedge reserveCurrency translation reservePension reserveTotalNon-controlling interestsTotal equity

Total equity at 30 June 20223,003 705 26 8 (55)63 3,750 15 3,765

Total comprehensive income for the year2352 (23)214 19 233

Movement in non-controlling interests (7)(7)

Dividends paid to shareholders of the parent20(311)(311)(311)

Movement in share-based payment reserve3 5 2 10 10

Repurchase of shares 21(13)(13)(13)

Total equity at 30 June 20232,993 63428 10 (78)63 3,650 27 3,677

Total comprehensive loss for the year(227)(7)(1)21(214)7(207)

Movement in non-controlling interests (23)(23)

Dividends paid to shareholders of the parent20 (124)(124)(124)

Movement in share-based payment reserve25(2)55

Total equity at 30 June 20242,995 288 26 3 (79)84 3,31711 3,328

The accompanying notes form part of and are to be read in conjunction with these consolidated financial statements.

89

Fletcher Building Limited Annual Report 2024

Consolidated Balance Sheet
As at 30 June 2024

AssetsNote

2024

NZ$M

2023

NZ$M

Current assets:

Cash and cash equivalents8

311

365

Current tax assets27

28

6

Contract assets3

142

141

Derivatives19

10

18

Debtors9

914

1,176

Inventories10

1,276

1,624

Total current assets before held for sale2,681

3,330

Assets classified as held for sale2.4

507

Total current assets3,1 8 8

3,330

Non-current assets:

Property, plant and equipment13

2,191

2,072

Investment property14

100

58

Intangible assets15

1,055

1,253

Right-of-use assets16

1,1 9 1

1,324

Investments in associates and joint ventures23

221

225

Inventories10

594

456

Retirement plan assets28

152

126

Derivatives19

46

44

Deferred tax assets27

136

193

Total non-current assets5,686

5,751

Total assets8,874

9,081

Liabilities

Current liabilities:

Creditors, accruals and other liabilities11

1,1 47

1,416

Provisions12

171

403

Lease liabilities16

164

192

Derivatives19

18

20

Contract liabilities3

166

82

Borrowings17

86

88

Total current liabilities before held for sale1,752

2,201

Liabilities directly associated with assets held for sale2.4

336

Total current liabilities2,088

2,201

Non-current liabilities:

Creditors, accruals and other liabilities11

134

52

Provisions12

28

31

Lease liabilities16

1,272

1,404

Derivatives19

2

1

Borrowings17

2,022

1,715

Total non-current liabilities3,458

3,203

Total liabilities5,546

5,404

Equity

Share capital21

2,995

2,993

Reserves

322

657

Shareholders' funds

3,317

3,650

Non-controlling interests 22

11

27

Total equity 3,328

3,677

Total liabilities and equity8,874

9,081

The accompanying notes form part of and are to be read in conjunction with these consolidated financial statements.

90

Fletcher Building Limited Annual Report 2024

Consolidated Statement of Cash Flows
For the year ended 30 June 2024

Note

2024

NZ$M

2023

NZ$M

Cash flow from operating activities

Receipts from customers

8,667

8,496

Dividends received

10

4

Payments to suppliers, employees and other

(8,064)

( 7,7 6 9 )

Interest paid

(200)

(152)

Income tax paid

(15)

(191)

Net cash from operating activities

8

398

388

Cash flow from investing activities

Sale of property, plant and equipment

7

6

Purchase of subsidiaries

(11)

(183)

Purchase of property, plant and equipment and intangible assets

(402)

(445)

Payments for investment property and investment property under development

(20)

(19)

Net cash from investing activities(426)

(641)

Cash flow from financing activities

Issue of capital notes

32

50

Repurchase of capital notes

(78)

(56)

Repurchase of shares - transferred to treasury stock(13)

Drawdown of borrowings

920

774

Repayment of borrowings

(568)

(3)

Principal elements of lease payments

(206)

(196)

Contributions from non-controlling interests

15

37

Distribution to non-controlling interests

(17)

(13)

Dividends paid to shareholders of the parent

(124)

(311)

Net cash from financing activities(26)

269

Net movement in cash held

(54)

16

Add: opening cash and cash equivalents8

365

351

Effect of exchange rate changes on net cash(2)

Closing cash and cash equivalents

8

311

365

The accompanying notes form part of and are to be read in conjunction with these consolidated financial statements.

91

Fletcher Building Limited Annual Report 2024

NoteDescription
Financial Performance

Statement of accounting policies

Key estimates, judgements and other financial

information

Construction accounting

Revenue from contracts with customers

Segmental information

Net earnings per share

Consolidated income statement disclosures

Working Capital Management

Cash and cash equivalents

Debtors

Inventories, including land and property

developments

Creditors, accruals and other liabilities

Provisions

Long-term Investments

Property, plant and equipment

Investment property

Intangible assets

Leases

NoteDescription

Funding and Financial Risk Management

Borrowings

Net funding costs

Financial risk management

Group Structure and Related Parties

Dividends and shareholder tax credits

Capital

Non-controlling interests

Investments in associates, joint ventures and joint

operations

Related party disclosures

Other Information

Capital expenditure commitments

Contingent liabilities

Taxation

Retirement plans

Share-based payments

Subsequent events

Contents

92

Fletcher Building Limited Annual Report 2024

Significant changes in the current reporting period
The financial position and performance of the Group were particularly affected by the following events and transactions during

the year:

–The sharp market slowdown in both New Zealand and Australia, with revenues for the materials and distribution divisions

(Building Products, Distribution, Concrete, and Australia) materially lower than the prior year. The challenging trading

environment led to pressure on pricing and gross margins in certain businesses, particularly in the Distribution division in New

Zealand, which was subject to a significant increase in competitive intensity.

–The Group recognised additional loss provisions on the New Zealand International Convention Centre and Hobson Street Hotel

(NZICC) project of $165 million and a provision to remediate the Wellington International Airport Limited carpark of $15 million.

These provisions have been recognised as Significant Items in the Consolidated Income Statement. Refer to note 3.

–The Group recognised a non-cash impairment and write-down of $122 million, at the half year, in relation to the Tradelink® cash

generating unit (CGU) which includes the impairment and write-down of Tradelink's® remaining goodwill and brand balances.

Subsequent to this, the Group announced its intention to exit the Tradelink® business, with the business classified as held for

sale from 1 April 2024, and presented as a discontinued operation, with the consolidated income statement represented for

this change. On 12 August 2024, the Group announced that it has entered into an agreement with Metal Manufactures Pty

Limited to sell 100% of the shares in Tradelink® for A$170 million. As a result, an additional impairment of $36 million (A$32.5

million) was recognised at 30 June 2024. Refer to note 2.3 and note 2.4.

–The Group recognised a non-cash impairment and write-down of $100 million in relation to Higgins®New Zealand CGU which

includes the impairment of Higgins® New Zealand's goodwill ($90 million). Refer to note 2.3.

–The Group entered into an agreement to divest 50% of its Higgins® Fiji construction business to two local partners, Fiji National

Provident Fund and Fijian Holdings Limited. Higgins® Fiji is classified as held for sale at 30 June 2024, with the transaction

completing on 31 July 2024. Refer to note 2.3 and note 2.4.

–In the first half of the year, the Group executed a New Zealand dollar denominated loan facility to November 2026 with a three-

bank syndicate of $400 million, which replaced the $300 million bilateral revolving credit facility which was due to mature in

October 2024. In June, the Group made amendments to its banking agreements which extend the tenor of its debt facilities

and enable it to rely on more favourable terms for covenant testing through to the end of calendar 2025, if required. Should

the Group need to rely on the amended covenant levels, it will not pay a dividend until it agrees to be tested by, and complies

with, its existing covenant levels. The Group refinanced an Australian dollar denominated $674.5m facility that was scheduled

to expire in October 2025. The agreement extends the expiry date for this facility into two longer dated maturities: A$424.5

million that will now expire in July 2027, and A$250 million that will expire in June 2029. The agreement significantly improves

the tenor of the Company’s funding lines, such that the next material debt maturity is in FY27. Refer to note 17.

–The Group also received its first investment grade credit rating of Baa2 assigned by Moody’s Investors Service in the first half

of the year. This rating was subsequently amended in June 2024 to Baa3 on a negative outlook, following a review by Moody’s.

Refer to note 17.

–The New Zealand Government passed legislation to remove commercial building depreciation for tax purposes from 1 April

2024. As a result, a $34 million tax expense has been recognised in the year as the tax base of the Group’s buildings in New

Zealand has been reduced to nil. Refer to note 27.

93

Fletcher Building Limited Annual Report 2024

1. Statement of accounting policies
General information

The consolidated financial statements presented are those of Fletcher Building Limited (the Company) and its subsidiaries (the

Group). The Group is primarily involved in the manufacturing and distribution of building materials and residential, commercial and

infrastructure construction. Fletcher Building Limited is domiciled in New Zealand. The registered office of the Company is 810 Great

South Road, Penrose, Auckland.

The Company is registered under the Companies Act 1993 and is a Financial Markets Conduct Act (FMCA) 2013 reporting entity in terms

of the Financial Reporting Act 2013. The Group is a for-profit entity.

Basis of presentation

These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New

Zealand, which is the New Zealand equivalent to International Financial Reporting Standards (NZ IFRS). They also comply with

International Financial Reporting Standards.

These financial statements are presented in New Zealand dollars ($), which is the Group’s presentation currency, and rounded to the

nearest million unless otherwise stated.

The consolidated financial statements comprise the income statement, statement of comprehensive income, statement of movements

in equity, balance sheet, statement of cash flows, and statement of accounting policies, as well as the notes to these financial

statements.

Accounting convention

Accounting policies have been consistently applied by the Group and unless otherwise stated, are in line with prior year. These financial

statements are based on the general principles of historical cost accounting, except for assets and liabilities measured at their fair value,

as described below:

• Certain financial assets and liabilities (including derivative instruments) – measured at fair value;

• Defined benefit pension plan asset/liabilities – measured at fair value; and

• Investment property – measured at fair value or revalued amounts.

Where necessary, certain comparative information has been reclassified to conform to changes in presentation in the current year.

Accounting policies are disclosed within each of the applicable notes to the consolidated financial statements and are marked with this

colour.

Critical accounting estimates and judgements

The preparation of consolidated financial statements in conformity with NZ IFRS requires the directors to make estimates and

judgements that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of

the consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Key estimates,

assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations

of future events that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

The estimates and judgements that are critical to the determination of the amounts reported in the consolidated financial statements have

been disclosed with the relevant notes in the consolidated financial statements and are marked with this colour, or where applied to the

financial statements as a whole, are detailed below.

Basis of consolidation

The consolidated financial statements comprise the Company, its controlled entities and its interest in associates, partnerships and joint

arrangements. Intercompany transactions and balances are eliminated in preparing the consolidated financial statements.

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has

rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the

activities of the entity.

Subsidiaries are included in the consolidated financial statements using the acquisition method of consolidation, from the date control

commences until the date control ceases. The acquisition method of accounting is used to account for all business combinations,

regardless of whether equity instruments or other assets are acquired.

Foreign currency translation

Translation of the financial statements of foreign operations

The assets and liabilities of the Group’s overseas operations are translated into New Zealand currency at the rates of exchange

prevailing at balance date. The revenue and expenditure of these entities are translated using an average exchange rate reflecting

an approximation of the appropriate transaction rates. Exchange variations arising on the translation of these entities and other

currency instruments designated as hedges of such investments are recognised directly in the currency translation reserve and in

the Consolidated Statement of Comprehensive Income. The cumulative exchange variations are reclassified subsequently to the

Consolidated Income Statement if the overseas operation to which the reserve relates is sold or otherwise disposed of.

Notes to the Consolidated Financial Statements 2024

94

Fletcher Building Limited Annual Report 2024

Foreign currency transactions
Transactions in foreign currencies are translated at exchange rates at the date of the transactions. Monetary assets and liabilities in

foreign currencies at balance date are translated at the rates of exchange prevailing at balance date.

Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in earnings, except where deferred

in the Consolidated Statement of Comprehensive Income as qualifying cash flow hedges and qualifying net investment hedges.

Non-monetary assets in foreign currencies are translated at the exchange rates in effect when the amounts of these assets were

recognised.

The following key exchanges rates were applied in the preparation of the consolidated financial statements:

NZD/AUD20242023Change

Average rates

0.9228

0.91420.9%

Closing rates

0.9150

0.9173-0.3%

2. Key estimates, judgements and other financial information

This section provides details of the key estimates and judgements undertaken when preparing these consolidated financial statements.

2.1 CHANGES IN ACCOUNTING POLICIES, INTERPRETATION AND AGENDA DECISIONS

New and amended accounting standards and interpretation adopted

The Organisation for Economic Co-operation and Development’s (OECD) international tax reform (known as Pillar Two)

The Group has adopted the amendments introduced to NZ IAS 12: Income Taxes, as a result of the OECD international tax reform (known

as Pillar Two), effective 10 August 2023 for periods beginning on or after 1 January 2024.

Those amendments include:

–A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional

implementation of the Pillar Two model rules; and

–Disclosure requirements for affected entities to help users of financial statements better understand an entity’s exposure to Pillar

Two income taxes arising from that legislation

The Group has applied the mandatory exception to recognising and disclosing information about any deferred tax impact related to

Pillar Two income taxes. Further information about the impact of the amendments is set out in note 27.

New and amended accounting standards and interpretation not yet effective

IFRS 18 - Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, as a replacement for IAS 1, effective for

the Group’s financial year beginning 1 July 2027. The requirements in the new standard are designed to achieve comparability of the

financial performance of similar entities, especially related to how ‘operating profit or loss’ is defined. It also requires new disclosures for

some management-defined performance measures. The XRB has yet to publish the equivalent standard in New Zealand and the Group

is assessing the impact of adopting the standard to the financial statements.


2.2 SIGNIFICANT ITEMS

In reporting financial information, the Group presents non-GAAP performance measures, which are not defined or specified under the

requirements of NZ IFRS.

The Group believes that these non-GAAP measures, which are not considered to be a substitute for or superior to NZ IFRS measures, provide

stakeholders with additional useful information on the performance of the business. The non-GAAP measures are consistent with how the

business performance is planned and reported to the Board and Audit and Risk Committee.

The Group makes certain significant item adjustments to the statutory profit measures in order to derive non-GAAP measures. The Group

discloses certain non-operating items as significant items. The Group’s policy is to recognise significant items for transactions or events

outside of the Group's ongoing operations that have a significant impact on reported profit. This policy provides stakeholders with additional

useful information as a means to assess the year-on-year trading performance of the Group. On this basis, significant items include, but are

not limited to, the following:

–Gains and losses arising from mergers and acquisition (M&A) activity (i.e. business acquisitions and disposals) and associated costs.

–Restructuring and other associated costs arising from significant strategy changes that are not considered by the Group to be part of the

normal operating costs of the business.

–Impacts of significant one off events that have a material effect on the Group's financial performance and asset valuation.

–Impairment charges and provisions that are considered to be significant in nature and/or value to the trading performance of the business.

–Net gains and losses on the disposal of properties and businesses where a commitment to close has been demonstrated.

Notes to the Consolidated Financial Statements 2024 (Continued)

95

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
As at 30 June 2024, Significant Items from continuing operations totalled $333 million (30 June 2023: $301 million). This amount

captures both gains and losses from transactions or events outside of the Group's ongoing operations that have had significant impact

on the Group's reported profit and loss in the period.

20242023

NZ$MEBIT

Significant

items

EBIT before

significant

itemsEBIT

Significant

items

EBIT before

significant

items

Building Products124(19)143200(15)215

Distribution4949140(1)141

Concrete1344130154(2)156

Australia109(17)126157(10)167

Materials and distribution divisions416(32)448651(28)679

Residential and Development100100147147

Construction(264)(292)28(247)(273)26

Corporate and other(76)(9)(67)(67)(67)

Continuing operations176(333)509484(301)785

Discontinued operation(148)(155)71313

Group28(488)516497(301)798

Significant items from continuing operations include:

NZICC and WIAL construction provisions ($180 million)

Onerous contract provisions recognised as part of the interim results by the Group's Construction division, with $165 million attributable

to increased costs and lower expected Contract Works Insurance (CWI) recoveries on the NZICC project, and $15 million of costs for

remedial works at Wellington International Airport Limited, as the Group winds down its operations in the vertical building sector. Refer

to note 3.

Impairment of Higgins® New Zealand CGU ($100 million)

Non-cash impairments and asset write downs recognised in Higgins® New Zealand as at 30 June 2024, including a partial impairment

of Higgins® New Zealand’s goodwill balance ($90 million), as well as losses associated with the derecognition of fixed assets ($7 million)

and other associated costs ($3 million) as the business right-sizes and rationalise its property footprint. Refer to note 2.3.

Impairment of Higgins® Fiji and New Zealand Ceiling and Drywall assets held for sale ($21 million)

Both Higgins® Fiji and New Zealand Ceiling and Drywall (NZCDS) were classified as held for sale as at 30 June 2024. Following the

classification as held for sale, impairments and write downs were recognised in Higgins® Fiji ($17 million) and New Zealand Ceiling and

Drywall ($4 million), as the carrying value of their net assets exceeded their fair value less cost to sell. Refer to note 2.4.

Winstone Wallboards® transition costs to Tauriko ( $15 million)

Final costs incurred as part of Winstone Wallboards® operations' transition from Auckland to Tauriko (Bay of Plenty, New Zealand).

Legal Fees in relation to Iplex® Australia pipes matter ($7 million)

Legal fees incurred by Iplex® Australia in relation to Pro-fit pipes matter. Refer to note 26.

Discontinuation of engineered stone product range sales in Australia ($6 million) and additional silicosis claims provision ($4 million)

Effective from 1 July 2024, the Australian Government has banned the use, supply and manufacture of engineered stone. The ban applies

to engineered benchtops, slabs and panels. As a result, Laminex® Australia recognised $6 million of costs, the amount which includes

write down of remaining inventories, and associated fixed assets, as well as restructuring and disposal costs.

Based on the latest available facts, the Group has increased its provision for silica related personal injury claims in Australia by an

additional $4 million, refer to note 12.

Cyclone Gabrielle and North Island floods insurance recoveries ($10 million)

The Group's Concrete ($3 million) and Construction ($7 million) divisions recognised gains in Significant Items following receipt of

insurance proceeds relating to property damage losses and costs of direct remedial works following Cyclone Gabrielle and North Island

Floods in FY23.

Gain on step acquisition ($1 million)

A gain was recognised following the acquisition of the remaining 50% interest in Cromwell Certified Concrete Limited (CCCL) on 25 July

2023 for a consideration of $6.5 million. The previously held equity interest was remeasured to its fair value at the acquisition date with

the gain recognised in profit and loss as a Significant Item (NZ IFRS 3 Business Combinations).

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Fletcher Building Limited Annual Report 2024

Digital@Fletchers asset impairment ($9 million)
$9 million of capitalised Digital@Fletchers costs allocated to Tradelink® were no longer considered recoverable and therefore have been

impaired and recognised as a Significant Item. Refer to note 15.

Significant items from discontinued operations include:

Impairment of Tradelink® CGU ($155 million)

Non-cash impairments and asset write downs recognised in Tradelink® as part of the interim results (31 December 2023), including a

full impairment of Tradelink's remaining goodwill and brand balances ($122 million). A further $36 million of asset impairments were

recognised as at 30 June 2024 following announcement that the Group had entered into an agreement with Metal Manufactures Pty

Limited to sell 100% of the shares in Tradelink® for A$170 million. Refer to note 2.3 and note 2.4.

Earnings per share

Earnings per share is disclosed in full in . The below disclosure has been included to provide additional useful information by

removing the impact of Significant Items in the current and prior year, and the resulting impact on the earnings per share measure.

The effect of Significant Items on earnings per share is as follows:

2024

NZ$M

2023

NZ$M

Net earnings/(loss) after taxation from continuing operations (as per Consolidated

Income Statement)

(86)230

Add back: Significant Items before taxation (note 2.2)333

301

Less: tax benefit on Significant Items (note 27)(64)

(84)

Net earnings before Significant Items from continuing operations

183

447

Net earnings/(loss) per share before Significant Items from continuing operations (cents)

23.4

57.1

Net earnings/(loss) per share from continuing operations - as reported per

Consolidated Income Statement (cents)

(11.0)

29.4

2.3 INTANGIBLE ASSET IMPAIRMENT TESTING

GOODWILL AND INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIVES

The Group tests indefinite life intangible assets, including goodwill and brands, for impairment on an annual basis. Each cash generating unit

(CGU) to which goodwill is allocated is valued using a discounted cash flow model. This is representative of the higher of fair value less costs

to dispose and value-in-use.

Management has used its past experience of sales growth, operating costs and margin, and external sources of information where

appropriate, to determine cash flow projections for the future. These cash flow projections are principally based on the business units'

forecast five-year plan, which are risk adjusted where appropriate. Cash flows beyond five years have been extrapolated using estimated

terminal growth rates, which do not exceed the long-term average growth rate for the industries and countries in which the business units

operate. Cash flows are discounted using a nominal rate specific to each business and jurisdiction.

The Group performs its annual impairment assessment and considers indicators of impairment at each reporting date. This includes

the relationship between the Group's market capitalisation and its book value, among other factors. As at 30 June 2024, the market

capitalisation of the Group was below the book value of its net equity, indicating potential impairment. In addition, the overall decline

in construction and development activities in New Zealand and Australia, as well as the ongoing economic uncertainty, have led to

decreased demand for the Group's products, also indicating potential impairment.

During the year, Tradelink® and Higgins® Fiji, previously both "watchlist" business units, were classified as disposal groups held for

sale. Prior to being classified as held for sale, and as part of the interim results, a $122 million non-cash impairment and write-down of

Tradelink®'s assets were recognised. No impairment was required for the Higgins® Fiji assets prior to their classification as held for sale.

However, as a result of the held for sale classification, the recoverable value of these CGUs was assessed against the fair value less the

cost to sell at 30 June 2024, with a non-cash impairment of $17 million recognised on Higgins® Fiji assets and $36 million recognised on

Tradelink® assets.

As at 30 June 2024, Group management classified Higgins® New Zealand and Iplex® New Zealand (2023: Higgins® New Zealand,

Higgins® Fiji and Tradelink®) as 'watchlist' business units for the purpose of the Group’s impairment testing procedures, with Iplex®

New Zealand added to the watchlist at year-end. These CGUs demonstrate a heightened sensitivity to changes in assumptions, with

a non-cash impairment of $100 million recognised in the Higgins® New Zealand CGU at year-end, and the risk of impairment/further

impairment due to reasonably possible changes in key valuation assumptions.

With the exception of Higgins® New Zealand and Iplex® New Zealand, no reasonably possible change in key assumptions used in the

determination of the recoverable value of CGUs would result in an additional and material impairment to the Group.

Notes to the Consolidated Financial Statements 2024 (Continued)

97

Fletcher Building Limited Annual Report 2024

New Zealand CGUs
The goodwill and brand balances for 15 New Zealand CGUs represent 50% of the Group (2023: 48%). Discount rates between 8.5% and

10.8% (2023: between 8.6% and 10.7%) have been used for New Zealand business units, reflecting the risk profile and the regions in

which they operate. An average annual growth rate of 2.8% has been used over the five-year forecast period for New Zealand business

units, based on past performance and management’s expectations of market development. The terminal growth rate employed for New

Zealand businesses was 2.0% (2023: 2.0%).

Australia CGUs

The goodwill and brand balances for four Australia CGUs represent 50% of the Group (2023: 49%). A discount rate of 7.6% (2023:

between 7.6% and 8.1%) has been used for Australian business units, reflecting the risk profile and the regions in which they operate.

An average annual growth rate of 4.2% has been used over the five-year forecast period for Australian business units, based on past

performance and management’s expectations of market development. The terminal growth rates employed for Australia businesses was

2.5% (2023: 2.5%).

Sensitivity to reasonably possible changes in assumptions

The following table sets out the remaining goodwill and brands balance for those CGUs, where a reasonably possible change in key

assumptions could result in impairment:

2024

Higgins® New Zealand

NZ$M

Iplex® New Zealand

NZ$M

Goodwill24105

Brands197


Higgins® New Zealand

Key AssumptionsValue attributed

Revenue growth (5-year Cumulative Average Growth Rate (CAGR))10.65%

EBIT margin (5-year average)2.67%

Discount rate (post-tax)10.80%

Group and Construction divisional management have implemented a number of strategic and operational initiatives aimed at resetting

the business to generate margin growth and improve productivity. These initiatives, coupled with a lower-risk and higher quality forward

orderbook (alliance contracts, national and local maintenance cost plus contracts) are expected to support productivity and drive better

profitability going forward.

Higgins® New Zealand has performed broadly in line with its FY24 budget. However, the uncertain near-to-medium-term economic

outlook and adverse trading conditions have impacted Higgins's® forecast earnings and cash flows. Group management also

acknowledges the time required for strategic initiatives to reach their full potential, and the risk that they may not, further impacting

the overall assessment of Higgins® New Zealand’s future earnings and cash flow forecast. As a result the Group has recognised a $100

million non-cash impairment and write-down of Higgins® New Zealand’s assets as at 30 June 2024. The non-cash impairment and asset

write downs included a partial impairment of Higgins® New Zealand’s goodwill balance ($90 million), as well as losses associated with

the derecognition of fixed assets ($7 million) and other associated costs ($3 million), as the business right-sized and rationalised its

property footprint.

The recoverable value of the Higgins® New Zealand CGU of $124 million was assessed as at 30 June 2024 using a value-in-use

discounted cash flow method. This valuation is based on a five-year business plan, formulated with consideration of the company's

historical performance. The long-term growth rate applied to the forecast's fifth-year cash flows is 2.0% (June 2023: 2.0%), and a post-

tax discount rate of 10.8% (June 2023: 10.1%) has been used in the impairment model.

Impact of possible changes in key assumptions on Higgins® New Zealand CGU

If the revenue CAGR assumption used in the value-in-use calculation had been 100 basis points (bp) lower than management’s estimates

as at 30 June 2024 (9.65% instead of 10.65%), the Group would have had to recognise an additional impairment against the carrying

amount of goodwill of $18 million. A 100 bp reduction in the five-year average EBIT margin would have resulted in additional impairment

of $74 million against the carrying amount of goodwill, brands, property plant and equipment and right-of-use assets. If the discount

rate applied to the cash flow projections had been 100bp higher than management’s estimates (11.8% instead of 10.8%), the Group

would have had to recognise an additional impairment of $19 million against the carrying amount of goodwill.

Iplex® New Zealand

Key AssumptionsValue attributed

Revenue growth (5-year Cumulative Average Growth Rate (CAGR))12.37%

EBIT margin (5-year average)12.81%

Discount rate (post-tax)9.20%

Notes to the Consolidated Financial Statements 2024 (Continued)

98

Fletcher Building Limited Annual Report 2024

Iplex® New Zealand performance in the year was materially below its FY24 budget, impacted by: slowdowns in New Zealand's
commercial, rural and residential construction sectors; loss of market share; with price ceded to reduce expensive resin stock acquired

during COVID stock build, compressing trading margins. The Group's annual impairment review showed increased sensitivity to

changes in key assumptions used to value Iplex® New Zealand's recoverable value. As a result, Iplex® New Zealand has been added to

the Group's Watchlist.

The recoverable value of the Iplex® New Zealand CGU of $195 million was assessed using a value-in-use discounted cash flow method,

marginally exceeding its carrying amount as at 30 June 2024. This valuation is based on a five-year business plan reviewed by the Board,

formulated with consideration of the company's historical performance. The long-term growth rate applied to the forecast's fifth-year

cash flows is 2.0% (June 2023: 2.0%), and a post-tax discount rate of 9.2% (June 2023: 9.2%) has been used in the impairment model.

Impact of possible changes in key assumptions on Iplex® New Zealand CGU

If the revenue CAGR assumption used in the value-in-use calculation had been 200 basis points (bp) lower than management’s estimates

as at 30 June 2024 (10.37% instead of 12.37%), the Group would have had to recognise an impairment against the carrying amount of

goodwill of $19 million. A 200 bp reduction in the five-year average EBIT margin (10.81% instead of 12.81%) would have resulted in an

impairment of $32 million against the carrying amount of goodwill. If the discount rate applied to the cash flow projections of this CGU

had been 200bp higher than management’s estimates (11.2% instead of 9.2%), the Group would have had to recognise an impairment of

$44 million against the carrying amount of goodwill.

Assets held for sale

Tradelink®

During the year, Tradelink's® performance continued to trend below its long-term targets as the business faced increased market

competition and saw its market share decrease. Group management completed a comprehensive review of Tradelink's® operations in

the year, with strategic initiatives identified to strengthen the business' market position.

Group management acknowledged that the negative short-to-medium-term economic outlook and the expected time it would take

for strategic initiatives to reach full potential would continue to adversely impact management's assessment of Tradelink's® forecast

earnings and cash flows. As a result, the Group recognised a NZ$122 million non-cash impairment and write-down of Tradelink's® assets

during the year. The non-cash impairment and write-down includes the impairment of the remaining goodwill (A$57 million) and Brand

(A$48 million) assets. Consequently, the associated deferred tax liability on brands (A$15 million) recognised in Tradelink® was also

released, as an adjustment to tax expense.

The recoverable value of the Tradelink® CGU of A$152 million was assessed as at 31 December 2023 using a value-in-use discounted

cash flow method. This valuation was based on a five-year business plan, formulated with consideration of the company's historical

performance. The long-term growth rate applied to the forecast's fifth-year cash flows is 2.5% (June 2023: 2.5%), and a post-tax discount

rate of 8.1% (June 2023: 8.1%) was used in the impairment model.

On 14 February 2024, the Group announced its intention to divest the Tradelink® business and initiated an active programme to locate a

buyer, with Tradelink® reclassified to held for sale as at 1 April 2024, see note 2.4 for further details.

Immediately prior to the classification of Tradelink® as a discontinued operation, carrying value of its net assets was measured at the

higher of its value-in-use and fair value less costs to sell, with no additional impairment or write-down required.

On 12 August 2024, the Group announced that it has entered into an agreement with Metal Manufactures Pty Limited to sell 100% of

the shares in Tradelink® for A$170 million. The transaction is made up of a cash payment of A$160 million payable on the settlement

date expected to occur on 30 September 2024. The remaining A$10 million will be a deferred cash payment based on achieving

separation milestones. Separation is expected to take up to two years and be completed by September 2026. There are no regulatory

or other conditions to be satisfied to complete the transaction. As a result, an additional impairment of $36 million (A$32.5 million) was

recognised at 30 June 2024, principally against the business unit’s property, plant and equipment, right-of-use assets and deferred tax

assets.

Higgins® Fiji

On 18 June 2024, the Group announced that it had entered an agreement to divest 50% of its Higgins® Fiji construction business to two

local partners, Fiji National Provident Fund and Fijian Holdings Limited.

The transaction valued the Higgins® Fiji business, comprising Fletcher Construction and Higgins® branded operations, at approximately

NZ$40 million. The Company will receive cash proceeds of approximately NZ$20 million for the sale of a 50% stake in the business. As a

result, the Group recorded a non-cash impairment of NZ$17 million at 30 June 2024. The full amount of impairment was allocated to the

business unit's goodwill balance.

Higgins® Fiji's assets and associated liabilities were classified as held for sale as at 30 June 2024, see note 2.4 for further details. Prior

to reclassification as held for sale, Higgins® Fiji was measured at the higher of its value-in-use and fair value less costs to sell, there was

no additional write-down to fair value less costs. On 31 July 2024, following receipt of regulatory approvals, the Group successfully

completed the transaction to divest 50% of the Higgins® Fiji construction business. The Group also fully repaid and cancelled the FJ$20

million term loan with ANZ Fiji, the loan was fully drawn as at 30 June 2024.

Notes to the Consolidated Financial Statements 2024 (Continued)

99

Fletcher Building Limited Annual Report 2024

2.4 DISCONTINUED OPERATION AND ASSETS HELD FOR SALE
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through

a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the

lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of

an asset (disposal group), excluding finance costs and income tax expense.

The criteria for held for sale classification are regarded as met only when the sale is highly probable, and the asset or disposal group is

available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant

changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset

and the sale expected to be completed within one year from the date of the classification.

Property, plant and equipment, intangible assets and right-of-use assets are not depreciated or amortised once classified as held for sale.

Assets and liabilities classified as held for sale are presented separately as current items in the Consolidated Balance Sheet.

Discontinued operations are reported when a component of the Group has been disposed of or is classified as held for sale, and represents

a separate major line of business or geographical area of operations. The results of discontinued operations are presented separately in the

Consolidated Income Statement as a single amount comprising the post-tax profit or loss of discontinued operations and the post-tax gain

or loss recognised on the disposal or remeasurement to fair value less costs to sell. Comparative information in the Consolidated Income

Statement is represented to reflect the classification of operations as discontinued from the start of the earliest period presented.

On 14 February 2024 the Group announced its intention to divest the Tradelink business and initiated an active programme to locate

a buyer. The associated assets and liabilities were consequently presented as held for sale from 1 April 2024 when the criteria to be

classified as held for sale were met, with Tradelink being classified as a discontinued operation. The results of Tradelink for the year are

presented below. Both Higgins® Fiji and NZCDS did not meet criteria of a discontinued operation, but their assets and liabilities have

been classified as held for sale as at 30 June 2024.

Financial performance and cash flow information for discontinued operation

The financial performance and cash flow information presented are for the year ended 30 June 2024 and the year ended 30 June 2023

(comparative).

2024

NZ$M

2023

NZ$M

Revenue

758

790

Cost of goods sold

(529)

(556)

Gross Margin229

234

Selling, general and administration expenses

(222)

(221)

Significant Items

(155)

Earnings before interest and taxation (EBIT)(148)

13

Lease interest expense

(7)

(7)

Income tax expense/(benefit)

14

(1)

Profit/(loss) after income tax of discontinued operation(141)5

Other comprehensive income/(loss) from discontinued operations

Net earnings/(loss) from discontinued operation(141)5

Net earnings/(loss) after taxation from discontinued operations (cents)

Basic

(18.0)

0.6

Diluted

(18.0)

0.6

Net cash inflow/(outflow) from operating activities

20

47

Net cash inflow/(outflow) from investing activities

(10)

(9)

Net cash inflow/(outflow) from financing activities

(5)

(28)

Net increase in cash generated by the subsidiary510

The cumulative foreign exchange losses recognised in other comprehensive income in relation to Tradelink® as at 30 June 2024 were

$54 million.

Notes to the Consolidated Financial Statements 2024 (Continued)

100

Fletcher Building Limited Annual Report 2024

Assets and liabilities of disposal group classified as held for sale
The following assets and liabilities were reclassified as held for sale and in relation to the discontinued operation as at 30 June 2024:

Tradelink®

NZ$M

Higgins® Fiji

NZ$M

NZCDS

NZ$M

Assets classified as held for sale

Property, plant and equipment

3110

Intangible assets

1118

Tax asset

151

Right-of-use assets

10213

Debtors

103372

Inventories

16922

Total assets of disposal group held for sale431688

Liabilities directly associated with assets classified as held for sale

Creditors, accruals and other liabilities

13929

Lease liabilities

13913

Provisions

2011

Contracts

3

Total liabilities of disposal group held for sale298344

Disposal groups classified as held for sale as at 30 June 2024 were measured at the lower of their carrying amount and fair value less

costs to sell at the time of the reclassification, resulting in the recognition of impairments of $57 million in Tradelink®, Higgins® Fiji

and NZCDS and classified as Significant Items in the Consolidated Income Statement (see note 2.2 and note 2.3). The fair values of

Tradelink®, Higgins® Fiji and NZCDS were determined using the approach as described in note 2.3. This is a level 3 measurement as per

the fair value hierarchy.

3. CONSTRUCTION ACCOUNTING

The Group's Construction division is engaged with a wide variety of customers to construct and maintain building and infrastructure

projects across New Zealand and the South Pacific. Services provided by the division include construction contract works, engineering

and maintenance services. Each project has a different risk profile based on its individual contractual and delivery characteristics. The

Group's policies for accounting for such projects are outlined below, including related estimates and judgements made by management

that have the most significant effect on the carrying value of assets and liabilities of the Group as at 30 June 2024.

Estimates and judgements are made relating to a number of factors when accounting for construction contracts. On the income side,

these include estimates and judgements made on variations to consideration which typically include variations due to changes in scope

of work, recoveries of claim income or bonus elements from customers, and potential liquidated damages or penalties that may be levied

by customers. On the cost side, these include estimates and judgements related to the assessment of future costs after considering; the

programme of work throughout the contract, any changes in the scope of work, any maintenance and defect liabilities, expected inflation

(for unlet sub-trades), and the recovery of any cost through insurance claims. For cost reimbursable contracts, there are also estimates

required on the level of disallowable costs which requires an assessment of whether costs are recoverable under the terms of the contract

and therefore should be recognised as income. Estimates of the final outcome of each contract may include cost contingencies to take

account of specific risks within each contract that have been identified.

Construction projects are inherently more uncertain earlier in their lifetime, which leads to a number of significant estimates and

judgements being made at these early stages. Construction divisional management perform regular reviews of their project positions

including reassessment of cost to complete estimates, any cost contingencies and estimated recoverability of any variations at each

reporting date. Significant estimates and judgements are reviewed on a regular basis throughout the contract life and are adjusted where

appropriate. However, the nature of the risks on contracts are such that they often cannot be resolved until the project has been completed.

The significant judgements inherent in accounting for the Group’s most material construction projects are:

– The extent to which a project progresses in line with the complex project programme and timetable previously formed and the resulting

impact of any programme delays or gains on project costs, especially project overheads (preliminary and general costs) and any

liquidated or other damages or penalties;

– Sub-contractor costs, in particular costs that are yet to be agreed in scope or price (including inflationary pressures) or cost increase that

may arise due to programme prolongation;

Notes to the Consolidated Financial Statements 2024 (Continued)

101

Fletcher Building Limited Annual Report 2024

– Recovery of any insurance claims;
– The outcome of ongoing commercial negotiations, including elements of variable consideration and changes in project scope with

customers; and

– Future weather and ground conditions.

The Group's Construction division has a diverse portfolio of long-term construction contracts. The nature and complexity of these contracts

mean the outcome can be subject to a significant level of estimation uncertainty, particularly in relation to the likelihood and quantum of any

variation claims receivable, as well as the quantification and assessment of any other claims/counterclaims that may exist. Actual outcomes

could be different from estimated amounts which may impact projection positions recognised.

Construction accounting policies

Revenue recognition

Construction contract revenue

The Group derives revenue from the construction of building and infrastructure projects across New Zealand and the South Pacific.

Contracts entered into may be for the construction of one or several separate inter-linked pieces of large infrastructure. While it is

uncommon, contracts can be entered into for the delivery of several projects. Where this occurs, management determines whether a single

or multiple performance obligations exist, and allocates the total contract price across each performance obligation based on the relative

stand-alone selling prices. The nature of construction projects ordinarily leads to variations in the project size and scope over time. It is also

normal practice for contracts to include bonus and penalty elements based on timely construction or other performance criteria, recognised

as variable consideration.

Generally, contracts identify various inter-linked activities required in the construction process and the performance obligation is fulfilled over

time and as such revenue is recognised over time. Revenue is invoiced based on the measured output of each process based on appraisals that

are agreed with the customer on a regular basis, with the Group's right to payment occurring on a performance to date basis also.

Revenue on construction contracts (including sub-contracts) is determined using the percentage of completion method and represents the

value of work carried out during the period, including amounts not invoiced. Costs are recognised as incurred and revenue is recognised

on the basis of the proportion of total costs at the reporting date to the estimated total costs of the contract. Margin on a contract is

not recognised until the outcome of the contract can be reliably estimated. Management use their professional judgement to assess

both the timing of physical completion of the project and the risks associated with forecast financial result of the contract as part of this

determination.

Maintenance contract revenue

Services revenue is primarily generated from maintenance services supplied to roading assets owned by local or central government in

New Zealand and the South Pacific. This revenue also arises in respect of infrastructure assets previously constructed by the Group where

maintenance was included in the contract. The service contracts are typically determined to have one single performance obligation which

is significantly integrated and is fulfilled over time.

Variable consideration

Revenue in relation to variations, such as a change in the scope of the contract, is only included in the contract price when it is approved by

the parties to the contract, the variation is enforceable, or in certain circumstances when it is highly probable that a significant reversal of

revenue recognised will not occur and is approved by the Board of Directors.

Contract assets, contract liabilities and provisions for onerous contracts

Contract assets/liabilities are usually stated at cost plus profit recognised to date, less progress billings. Costs include all expenditure

directly related to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on

normal operating capacity. Contract assets and liabilities arising from construction work in progress at year end are disclosed below.

Onerous contracts are defined in NZ IAS 37 Provisions; where the unavoidable costs (i.e. the costs that the division cannot avoid because it

has to fulfil the contract) of meeting the obligations under a contract exceed the economic benefits expected to be received under it. When

a contract is identified as onerous ('loss-making'), a provision is made for estimated future losses on the entire contract. Onerous contract

provisions recognised in relation to the Group's legacy building and infrastructure projects have been disclosed in note 12.

A summary of the major construction projects and their approximate stage of completion is disclosed to demonstrate the uncertainty

that remains on these projects.

Status of construction projects (> $200 million original contract value) as at 30 June 2024:

Forecast

Percentage of

completion 2024

Business unitcompletion*(% cost)

New Zealand International Convention Centre and Hobson Street

Hotel (NZICC) - Fixed price contract and fire reinstatement

Buildings202492%

Pūhoi to Warkworth - Fixed price contract (Public Private Partnership)Infrastructure202499%

* Calendar year

Notes to the Consolidated Financial Statements 2024 (Continued)

102

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
Revenue backlog

Revenue backlog, as disclosed below, refers to the level of construction work the Group is contracted to but is not yet complete as at

period end. This represents the performance obligations that are yet to be completed for the construction contracts active as at 30 June

2024. The long-term nature of the contracts held by the Buildings, Infrastructure, Brian Perry Civil® and Higgins® businesses will see

these performance obligations completed over a period generally between one to five years, although some may extend longer.

Revenue backlog by business unit as at 30 June 2024:

Current Revenue Backlog

NZ$M

Top 5 projects as a % of

Revenue Backlog

Buildings

104

100%

Infrastructure

305

98%

Brian Perry Civil®

395

67%

Higgins®

1,006

48%

South Pacific

35

99%

1,845NA

Reduction in Brian Perry Civil® orderbook relates to removal of Water Enterprise Model (WEM) project

Revenue backlog by business unit as at 30 June 2023:

Current Revenue Backlog

NZ$M

Top 5 projects as a % of

Revenue Backlog

Buildings

292

100%

Infrastructure

348

97%

Brian Perry Civil®

1,298

45%

Higgins®

807

39%

South Pacific

71

97%

2,816NA

Contract assets

The gross amount of construction and maintenance work in progress consists of costs attributable to work performed and emerging profit

after providing for any foreseeable losses. In applying the accounting policies on providing for these losses, accounting judgement is

required.

Construction contracts with cost and margin in advance of billings are presented as part of contract assets.

Contract liabilities

Construction contracts where the total progress billings issued to clients (together with foreseeable losses if applicable) on a project exceed

the costs incurred to date plus recognised profit on the contract are recognised as a liability.

2024

NZ$M

2023

NZ$M

Construction contracts with cost and margin in advance of billings

142

141

Contract assets142

141

Construction contracts with billings in advance of cost and margin

166

82

Contract liabilities166

82

103

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
Construction projects update

Pūhoi to Warkworth (P2W)

The Fletcher Construction Company Limited (the FCC) and its 50% joint venture partner, Acciona (together Construction JV), are

subcontracted for the design and construction of P2W motorway, by the Northern Express Group (NX2), which is undertaking the project on

behalf of Waka Kotahi NZ Transport Agency (Waka Kotahi).

The road opening was achieved on the 14 June 2023, with full works completion approved in May 2024. The project was initially set to be

completed in December 2021. However, programme delays and inefficiencies were experienced, as a result of constraints on resource and

productivity arising from the impacts of the NZ Government's 2020 COVID-19 pandemic response. In July 2020, an agreement was reached

between the parties which included revising the planned service commencement date to May 2022, with Waka Kotahi issuing a notice

acknowledging the right to relief under the Project Agreement for certain COVID-19 events.

COVID-19 events (further lockdowns in 2021, introduction of a traffic light system and national and regional border closures) and the

consequent impacts of those matters on supply chain and resource availability, further adversely impacted the progress of project

construction and associated costs.

The Construction JV has lodged a claim with NX2 and Waka Kotahi for the impacts and delays arising from COVID-19 and other weather

events. In December 2022, the Construction JV entered into an agreement with Waka Kotahi, which provided it with some interim and

potentially refundable financial support, but without any party agreeing variations for compensation or extensions of time for the project

to reach the contract Service Commencement Date. If no variations or extension of time are agreed between the parties or ultimately

determined under the contract, the Construction JV will incur unrecoverable costs and liquidated damages (from 16 August 2022, being the

current contractual Planned Service Commencement Date to mid-June 2023). Unless the Construction JV and Waka Kotahi agree otherwise,

that claim will be resolved through an agreed dispute resolution process, unlikely to be earlier than 2025.

Separately, Construction JV has lodged material claims under the Contract Works Insurance policy for damage to the project works caused

by landslips and weather events during construction. For claims that have been notified, coverage has been confirmed under the Contract

Works Insurance policy. An assumed recovery for all events has been included in the determination of the final project position and estimated

final margin.

Finally, as the project completes, the Construction JV will expect to make claims against some of its suppliers and may be subject to claims

against it by suppliers and subcontractors. The Group has assessed the facts and circumstances known to it relating to the Construction

JV’s estimate of net cost of remaining works, including the merits of Construction JV’s claims and likelihood of receipt of further relief under

the Project Agreement, quantification of any claims and costs under this relief and the expected recovery under insurance policies, and

concluded that no additional provision is required to be recognised as at 30 June 2024. There remains a risk that, ultimately, the full amount

of the Construction JV’s claims will not be recovered.

New Zealand International Convention Centre and Hobson Street Hotel (NZICC)

As announced on 5 February 2024, and in its interim financial statements as at 31 December 2023, additional provisions of $165 million on

New Zealand International Convention Centre and Hobson Street Hotel (NZICC), and $15 million on Wellington International Airport Limited

(WIAL) carpark project were recognised, classified as a Significant Item.

On NZICC, the additional provision was recognised as actual and expected costs to complete the project had increased, principally in the

areas of steel remediation, internal fit-out, and installation of operating systems. The increased costs were primarily due to higher levels of

subcontractor resource required to deliver the final stage of the project. In addition, it was assessed that a portion of the FCC claims against

the project Contract Works Insurance (CWI) may not be recoverable. No change in provision was required as at 30 June 2024.

At 30 June 2024, and as announced on 1 July 2024, the HSH project achieved practical completion and has been handed over to the client,

with the NZICC project remaining on schedule to complete the build by the end of calendar 2024. Additionally, prior to year-end, the FCC

settled and received final payment on its remaining CWI claims with the NZICC project insurers and SkyCity. The CWI settlement proceeds

are materially in line with those assumed in the FCC’s provision recognised at 31 December 2023, and so de-risks this aspect of the project

with the current provision on the project being unchanged from 31 December 2023. The remaining forecast revenues to secure on the

project solely relate to c. $30 million in 'BAU' client revenues (i.e. for work that was still to complete at the time of fire).

The assessment of the net cost to complete the project continues to rely on the application of estimates and judgements (e.g. programme

to complete and cost estimates for certain trades) and, as such, may be subject to change as the project progresses. It is possible that the

final provision could be below or above the levels currently allowed for due to changes in costs to complete. As the project approaches

completion, there is also risk of dispute over delay and cost with SkyCity. No claims have been received to date and project forecast and

expected final margin does not allow for any.

The Group continues to pursue recoveries under the NZICC Third Party Liability (TPL) insurance policy of more than $100 million. While the

Company considers it has good grounds to recover material amounts under the TPL policy, it has determined that these proceeds are not

yet “virtually certain” in accordance with NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets to be recognised. As such, no

amount has been recognised to be recovered under the TPL policy in the project position. The Company will continue to pursue its rights to

recovery under the TPL policy, though this is not expected to be settled until calendar year 2025.

Wellington International Carpark (WIAL)

On the WIAL carpark project, the FCC completed a multi-level carpark for WIAL in October 2018. The client had alleged there are a number

of defects in the carpark and the adjacent storm water drainage. It is claiming the cost of remediation and other related losses in the order of

$40 million. Based on the FCC’s assessment of the estimated remedial costs and expected recoveries, the FCC recognised a provision of $15

million in the interim financial statements as at 31 December 2023, classified as a Significant Item.

At 30 June 2024, the storm water drainage remediation works are nearing completion, and the cost of those remediation works are

materially in line with that assumed in the FCC’s provision recognised at 31 December 2023. The FCC continues to work with WIAL to agree

a remediation solution to quality issues identified on the carpark and to settle claims. These matters may take some time to be resolved. The

FCC has assessed that no additional provision is required to be recognised on the WIAL carpark project as at 30 June 2024.

It is possible that the final provision could be below or above the levels currently allowed for and would ultimately depend on the solution

agreed and associated costs, and final claim settlements.

104

Fletcher Building Limited Annual Report 2024

Financial Review
This section explains the results and performance of the Group, including the segmental analysis and earnings per share.

4. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Group revenue is derived from the following streams:

–Sale of building products and materials

–Development and sale of properties

–Construction of building and infrastructure projects (refer to note 3)

–Maintenance service contracts (refer to note 3)

Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount

that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally

concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to

the customer.

Building Products and Distribution divisions

Sale of building products and materials

The materials and distribution businesses within the Group recognise revenue when control of the goods has passed to the customer, the

associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods,

and there is a high probability that a significant reversal in the revenue recognised will not occur. Revenue is measured net of returns, trade

discounts and volume rebates. The timing of the transfer of control varies depending on the individual terms of the sales agreement. For

most sales, this occurs when the product is delivered to the customer.

Residential and Development division

Development and sale of properties

Through the Residential and Development division the Group derives income from the sale of completed houses and apartments, and the

sale of development sites surplus to Group requirements. Revenue is recognised when control passes to the customer for each type of

transaction. Residential unit sales are commonly recognised at the time of settlement, when title passes to the customer and payment is

received. Land development sales are recognised in line with the requirements of the specific sale and purchase agreement.

Performance obligations vary between the types of transactions. The sale of a completed house to a customer is a single performance

obligation, as residential units are not constructed under contract from a customer. For development sales, the division reviews the terms of

the sale to determine whether the performance obligations are distinct and separately identifiable.


2024

Sale of

building

products and

materials

NZ$M

Development

and sale of

properties

NZ$M

Construction

contract

revenue

NZ$M

Maintenance

contract

revenue

NZ$M

Total

NZ$M

Goods and services transferred at a point in time5,3787396,117

Goods and services transferred over time7977691,566

Total revenue from contracts with customers5,3787397977697,6 8 3


2023

Sale of

building

products and

materials

NZ$M

Development

and sale of

properties

NZ$M

Construction

contract

revenue

NZ$M

Maintenance

contract

revenue

NZ$M

Total

NZ$M

Goods and services transferred at a point in time 5,909 5946,503

Goods and services transferred over time6445321,176

Total revenue from contracts with customers 5,909 5946445327,6 7 9

Notes to the Consolidated Financial Statements 2024 (Continued)

105

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
5. SEGMENTAL INFORMATION

Segmental information is presented in respect of the Group’s industry and geographical segments. The use of industry segments as the

primary format is based on the Group’s management and internal reporting structure, which recognises groups of assets and operations

with similar risks and returns.

Description of industry segments

Building Products

The Building Products division is a manufacturer, distributor, and marketer of building products used in the residential,

industrial and commercial markets in New Zealand.

Distribution

The Distribution division consists of building and plumbing product distribution businesses in New Zealand.

Concrete

The Concrete division includes the Group's interests in the concrete value chain, including extraction of aggregates, and

the production of cement, ready-mix concrete and concrete products. The division operates in New Zealand.

Australia

The Australia division manufactures and sells building materials for a broad range of industries across Australia.

Residential and

Development

The Residential and Development division primarily operates in New Zealand, but also in Australia. In New Zealand, the

division's operations include building and sale of residential homes and apartments, development and sale of commercial

and residential land, and management of retirement village assets. In Australia, the division's operations include

development and sale of commercial land. Development activity includes sale of land property that is surplus to the

Group's operating requirements.

Construction

The Construction division is a supplier of building and maintenance services for infrastructure projects across New

Zealand and the South Pacific. The division is exiting the vertical building sector, with NZICC and WIAL being the last

projects for the Group.

Discontinued

operation

Discontinued operation comprises the Tradelink® business classified as held for sale from 1 April 2024 and was previously

included in the Australia segment.

Industry segments

Gross revenue

2024

NZ$M

Gross revenue

2023*

NZ$M

External revenue

2024

NZ$M

External revenue

2023*

NZ$M

Building Products

1,345

1,443

1,093

1,154

Distribution

1,615

1,824

1,578

1,792

Concrete

1,082

1,085

782

800

Australia

1,979

2,222

1,925

2,163

Materials and distribution

6,021

6,574

5,378

5,909

Residential and Development

796

607

739

594

Construction

1,614

1,319

1,566

1,176

Corporate and other

10

10

Continuing operations

8,441

8,510

7,6 8 3

7,6 7 9

Discontinued operation

762

794

758

790

Group

9,203

9,304

8,441

8,469

Less: intercompany revenue

(762)

(835)

External revenue8,441

8,469

8,441

8,469

* The comparatives have been represented for Tradelink® classified as a discontinued operation. Further details of the change can be found in note 2.4.

Note: External revenue includes income from the Group's Vertical Buildings Business (2024: $159 million 2023: $104 million), which the Group is in the process of exiting. The New

Zealand International Convention Centre and Hobson Street Hotel (NZICC) represents the largest project to complete in this sector. EBIT before significant items, however, excludes any

earnings or losses from these projects, which are recognised as a Significant item.

106

Fletcher Building Limited Annual Report 2024


EBIT before

significant items

2024

NZ$M

EBIT before

significant items

2023*

NZ$M

Building Products

143

215

Distribution

49

141

Concrete

130

156

Australia

126

167

Materials and distribution

448

679

Residential and Development

100

147

Construction

28

26

Corporate and other

(67)

(67)

Continuing operations

509785

Discontinued operation

7

13

Group

516798

* The comparatives have been represented for Tradelink® classified as a discontinued operation. Further details of the change can be found in note 2.4.


Funds^

2024

NZ$M

Funds^

2023

NZ$M

Building Products

1,311

1,210

Distribution

305

312

Concrete

836

789

Australia

1,1 2 8

1,138

Materials and distribution

3,580

3,449

Residential and Development

841

915

Construction

138

85

Corporate and other

226

158

Continuing operations

4,785 4,607

Discontinued operation

118230

Group operating funds

4,903 4,837

Net debt

(1,797)

(1,438)

Deferred tax (excl. deferred tax liability on brands)

222

278

Group

3,328

3,677

^ Funds represent the external assets and liabilities of the Group and are used for internal reporting purposes.

Notes to the Consolidated Financial Statements 2024 (Continued)

107

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
Depreciation,

depletion and

amortisation

expense 2024

NZ$M

Depreciation,

depletion and

amortisation

expense 2023*

NZ$M

Capital

expenditure

+


2024

NZ$M

Capital

expenditure

+


2023*

NZ$M

Building Products

64

48

178

191

Distribution

58

53

11

62

Concrete

75

70

89

65

Australia

81

82

53

50

Materials and distribution

278

253

331

368

Residential and Development

4

3

20

23

Construction

42

39

20

19

Corporate and other

13

12

48

42

Continuing operations

337

307

419

452

Discontinued operation

36

51

10

9

Group

373

358

429

461

+ Capital expenditure represents additions to the balance sheet of property, plant and equipment and intangible assets, excluding the impacts of the investments/acquisitions of

companies or businesses.

* The comparatives have been represented for Tradelink® classified as a discontinued operation. Further details of the change can be found in note 2.4.

Geographic segments

External revenue

2024

NZ$M

External revenue

2023

NZ$M

EBIT before

significant items

2024

NZ$M

EBIT before

significant items

2023

NZ$M

New Zealand

5,602

5,353

383

612

Australia

2,702

2,959

132

177

Other jurisdictions

137

157

1

9

Group

8,441

8,469

516

798

Significant items (note 2.2)(488)

(301)

Earnings before interest and taxation (EBIT)

28

497

Non-current assets

+

2024

NZ$M

Non-current assets

+

2023

NZ$M

Funds^

2024

NZ$M

Funds^

2023

NZ$M

New Zealand

4 ,1 37

3,762

3,613

3,403

Australia

1,212

1,574

1,229

1,381

Other (including debt and taxation)

3

52

(1,514)

(1,107)

Group

5,352

5,388

3,328

3,677

^ Funds represent the external assets and liabilities of the Group and are used for internal reporting purposes.

+ Excludes deferred tax assets, retirement plan surplus and financial instruments.

108

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
6. NET EARNINGS PER SHARE

Earnings per share is the portion of a company's profit allocated to each outstanding ordinary share and is calculated by dividing the

earnings attributable to shareholders by the weighted average of ordinary shares on issue during the year including treasury stock. Capital

notes and options are convertible into the Company's shares and may therefore result in dilutive securities for purposes of determining the

diluted net earnings per share. The Group may, at its option, purchase or redeem the capital notes for cash at the principal amount plus any

accrued but unpaid interest.

20242023

Net earnings/(loss) per share (cents)

Basic

(29.0)

30.0

Diluted

(29.0)

28.4

Net earnings/(loss) per share from continuing operations (cents)

Basic

(11.0)

29.4

Diluted

(11.0)

2 7.8

Numerator NZ$MNZ$M

Net earnings/(loss)

(227)235

Numerator for basic earnings per share

(227)

235

Dilutive capital notes6

Numerator for diluted net earnings/(loss) per share(227)

241

Numerator (continuing operations)NZ$MNZ$M

Net earnings/(loss)

(86)

230

Numerator for basic earnings/(loss) per share

(86)

230

Dilutive capital notes6

Numerator for diluted net earnings/(loss) per share from continuing

operations

(86)

236

Denominator (millions of shares)

Weighted average number of shares outstanding (note 21)783

783

Conversion of dilutive capital notes65

Denominator for diluted net earnings/(loss) per share783

848

109

Fletcher Building Limited Annual Report 2024

7. CONSOLIDATED INCOME STATEMENT DISCLOSURES
2024

NZ$M

2023

NZ$M

The following items are specific disclosures required to be made and are included

within the Consolidated Income Statement:

Employee related short-term costs

(1)

1,482

1,466

Other long-term employee related benefits

51

48

Net periodic pension cost

5

3

Net interest income on defined benefit assets

(4)

(4)

Depreciation of property, plant & equipment

149

137

Amortisation of intangible assets

16

14

Depreciation of right-of-use assets

172

156

Short-term and low-value lease asset expense

57

59

Repairs and maintenance

168

158

Restructuring costs

16

1

Insurance proceeds (business interruption)

(9)

(2)

Emissions trading unit sales

(6)

(9)

Bad debts written off

2

5

Research and development expenditure

3

5

Donations and sponsorships

3

4

Loss on disposal of property, plant and equipment

3

(1) Short-term employee benefits for the executive committee included in the above are disclosed in note 24.

Auditor's remuneration

2024

NZ$000's

2023

NZ$000's

Audit and review of the financial statements

(1)

4,066

3,652

Total audit and assurance services

4,066

3,652

Other services

Other services

(2)

24

73

Total non-assurance services

24

73

Total auditor's remuneration4,090

3,725

(1) Includes fees for both the annual audit of the financial statements (including subsidiary level statutory financial statements) and the review of the interim financial statements.

(2) Other services relate to agreed upon procedures ($10,500), taxation compliance ($7,500) and financial statement preparation services ($5,500) relating to the Group's Fiji based

subsidiaries.

Notes to the Consolidated Financial Statements 2024 (Continued)

110

Fletcher Building Limited Annual Report 2024

Working Capital Management
This section provides details of the key elements of working capital which includes cash, receivables, inventories and short-term liabilities.

8. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash and demand deposits with banks that are readily convertible to cash.

Cash and cash equivalents include the Group's share of amounts held by joint operations of $31 million (2023: $40 million).

At 30 June 2024, approximately $42 million (2023: $42 million) of total cash and deposits were held in subsidiaries that operate in

countries where exchange controls and other legal restrictions apply and are not immediately available for general use by the Group.

2024

NZ$M

2023

NZ$M

Cash and bank balances

295

271

Contract retention bank balances

16

18

Short-term deposits76

Cash and cash equivalents

311

365

Reconciliation of net earnings to net cash from operating activities

2024

NZ$M

2023

NZ$M

Net earnings/(loss)

(227)

235

Earnings attributable to minority interest

7

19

(220)

254

Add/(less) non-cash items:

Depreciation, depletions and amortisation

373

358

Other non-cash items

439

211

Taxation

25

(102)

Net loss on disposal of property, plant and equipment

3

840

467

Net working capital movements

Residential and Development

67

(240)

Construction

(346)

(52)

Other divisions:

Debtors

151

34

Inventories

64

21

Creditors

(158)

(96)

(222)

(333)

Net cash from operating activities398

388

9. DEBTORS

Debtors are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due

for settlement within 30 to 90 days and are therefore all classified as current. Debtors are recognised initially at the amount of consideration

that is unconditional, unless they contain significant financing components, when they are recognised at fair value. The Group holds the

trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost

using the effective interest method. Details about the Group’s credit risk policies and the calculation of the loss allowance are provided in

note 19.3.

Notes to the Consolidated Financial Statements 2024 (Continued)

111

Fletcher Building Limited Annual Report 2024

2024
NZ$M

2023

NZ$M

Trade debtors

636

875

Contract debtors148126

Contract retentions

32

35

Less expected credit loss provisions

(15)

(20)

Trade and contract debtors

801

1,016

Other receivables

113

160

914

1,176

Current705893

0 - 30 days over standard terms

80

94

31 - 60 days over standard terms

10

12

61+ days over standard terms

21

37

Provision

(15)

(20)

Trade and contract debtors

801

1,016

Fair values of debtors

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

Recoverability and risk exposure

Information about the recoverability of trade receivables and the Group’s exposure to foreign currency risk and credit risk can be found

in notes 19.1 and 19.3.

10. INVENTORIES, INCLUDING LAND AND PROPERTY DEVELOPMENTS

Raw materials, stores, work in progress and finished goods

Raw materials, stores, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct

materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of

normal operating capacity. Cost includes the reclassification from equity of any gains or losses on qualifying cash flow hedges relating to

purchases of raw materials but excludes borrowing costs. Costs are assigned to individual items of inventory on the weighted average basis.

Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the

ordinary course of business less the estimated costs of completion and the estimated costs and replacement costs in the consumable stores

and spares necessary to make the sale.

Property and land inventories

Residential units and freehold land held for resale are stated at the lower of cost and net realisable value. Freehold land under development

comprises land acquisition and development costs as well as any direct or indirectly attributable overheads. Residential units, both

completed and under development, comprise apportioned land costs as well as direct materials, labour costs, site overheads, associated

professional charges and other attributable overheads. Net realisable value represents the estimated selling prices less all estimated costs

of completion and overheads.

2024

NZ$M

2023

NZ$M

Manufacturing, distribution and other inventories

Raw materials

213

249

Work in progress1716

Finished goods

585

797

Consumable stores and spare parts

54

41

869

1,103

Inventories held at cost8141,003

Inventories held at net realisable value55100

8691,103

Notes to the Consolidated Financial Statements 2024 (Continued)

112

Fletcher Building Limited Annual Report 2024

2024
NZ$M

2023

NZ$M

Property and land inventories

Freehold land

69

26

Freehold land under development511455

Properties under development

273

364

Completed properties

148

132

1,001

977

All property and land inventories are held at cost.

Total inventories

Current portion1,2761,624

Non-current portion594456

1,8702,080

Inventory classified as non-current

The non-current portion of inventories relates to land and developments that are expected to be held for greater than 12 months.

Land and property commitments

The Group's Residential and Development division has commitments for the purchase of land and construction services totalling $275

million (2023: $455 million), of which $86 million is expected to be delivered in the year ending 30 June 2025.

Emissions units

Emissions units held for own use are allocated to the Group under the New Zealand Emissions Trading Scheme (ETS) and used to

settle the Group's emissions obligation. The units are initially recognised at cost with subsequent reassessment for lower of cost or net

realisable value. Emissions units held by the Group as at 30 June 2024 have been recognised at nil value (2023: nil).

11. CREDITORS, ACCRUALS AND OTHER LIABILITIES

Trade creditors and other liabilities are stated at cost or estimated liability where accrued. Employee entitlements include annual leave

which is recognised on an accrual basis and the liability for long service leave which is measured as the present value of expected future

payments to be made in respect of services provided by employees.

Assumptions in determining long service leave relate to the discount rate, estimates relating to the expected future long service leave

entitlements, future salary increases, attrition rates and mortality.

2024

NZ$M

2023

NZ$M

Trade creditors

530

772

Contract retentions2223

Accrued interest

20

18

Other liabilities

498

429

Employee entitlements

200

219

Workers' compensation schemes

11

7

1,281

1,468

Current portion1,1 471,416

Non-current portion

134

52

Carrying amount at the end of the year1,281

1,468

The non-current portion of creditors and accruals as at 30 June 2024 primarily relates to long service employee entitlement obligations

and deferred land purchases.

Notes to the Consolidated Financial Statements 2024 (Continued)

113

Fletcher Building Limited Annual Report 2024

Restructuring
NZ$M

Warranty &

environmental

NZ$M

Onerous

contracts

NZ$M

Other

NZ$M

Total

NZ$M

2024

Carrying amount at the beginning of the year11 24 281 118 434

Charged to earnings14618014214

Settled or utilised(8)(10)(383)(40)(441)

Released to earnings(1)(2)(4)(7)

Recognised on balance sheet22

Classified as held for sale(1)(2)(3)

1518 78 88199

2023

Carrying amount at the beginning of the year16 25 78 78 197

Charged to earnings27 255 47311

Settled or utilised(7)(6)(52)(22)(87)

Released to earnings(1)(2)(13)(16)

Recognised on balance sheet28 28

Currency translation 11

11 24281118434

Notes to the Consolidated Financial Statements 2024 (Continued)

12. PROVISIONS

Provisions for restructuring, service and environmental warranties and other provisions are recognised when the Group has a present legal or

constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the

amount can be reliably estimated. Provisions are not recognised for future operating losses other than losses recognised on onerous contracts.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering

the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the

same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate at the end of the reporting period of the expenditure required

to settle the present obligation. The discount rate used to determine the present value is a pre-tax rate that reflects current market

assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is

recognised as an interest expense.

Restructuring

Restructuring provisions are recognised when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal

detailed plan. Costs relating to ongoing activities are not provided for.

Warranty and environmental

Warranty provisions represent an estimate of potential liability for future rectification work in respect of products sold and services

provided. Environmental provisions represent an estimate for future liabilities relating to environmental obligations.

Onerous contracts

An onerous contract is a contract under which the unavoidable costs (i.e. the costs that the Group cannot avoid because it has the contract)

of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs

under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation

or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to the contract (i.e. both

incremental costs and an allocation of costs directly related to contract activities).

Other

Other provisions relate to miscellaneous matters, across the Group, including any make good provisions.

114

Fletcher Building Limited Annual Report 2024

2024
NZ$M

2023

NZ$M

Current portion

171

403

Non-current portion

28

31

Carrying amount at the end of the year199

434

During the year, the Group utilised $8 million (2023: $7 million) in respect of restructuring obligations across various businesses. The $15

million remaining provision, in relation to restructuring, is expected to be utilised within the next 12 months. Warranty and environmental

provisions are expected to be utilised over the next two years. Onerous contracts include a charge to earnings of $180 million associated with

the completion of the NZICC and the WIAL projects (refer to note 3). Other provisions include a charge to earnings for the recognition of a

fund related to the Iplex® Australia Pro-fit pipes matter (refer to note 26), and an additional provision for the settlement of silicosis claims in

Australia.

Silicosis

Laminex® Australia (together with other engineered stone manufacturers, distributors, and fabricators in Australia) is the subject of a number

of silica related personal injury claims in Australia. Laminex® Australia has settled the majority of claims that have been brought against it to

date, and in FY24 Laminex® Australia contributed $1.3m to claim settlements. Estimating the number and cost of future silica related personal

injury claims is subject to uncertainties and assumptions, as further detailed below. The Group has considered the exposure Laminex®

Australia may have for the existing and future claims and, to the extent it considers appropriate to do so, has provided for them. Based on

currently available information, the Group has increased its estimate of the future number claims by approximately 20% compared to its

prior estimate. In addition, regulators in multiple States are currently seeking a greater contribution from the industry to settlement amounts

than has been the case historically. Laminex® Australia does not accept the basis for seeking greater contribution, however there is a risk that

the proportionate contribution by the industry to settlement amounts may increase in future claims. Based on its assessment of the factors

above, the Group has increased its provision for silica related personal injury claims in Australia by an additional $4 million (A$3.4 million),

which has been classified as a Significant Item. Notwithstanding that increase, and the information obtained from settling claims in recent

years, it is not possible, at this stage, to determine the Group’s full exposure to these claims due to significant uncertainty associated with:

–the number of workers affected by silicosis as a result of engineered stone provided by manufacturers and fabricators in Australia,


the number of claims that may be received and the timing of them;

–the nature of those claims and the amounts sought to be recovered, which vary considerably based on the condition and circumstances of

the injured worker;

–the size of any settlement amounts agreed or damages awarded, particularly given different laws in various States; and

–the degree to which other parties, such as the worker’s employer and other manufacturers, are liable to (and do) contribute to any amount

owed to the worker.

As a result, there remains a risk that, ultimately, the final exposure of Laminex® Australia to these claims will be greater than the amount

currently allowed.

Provision for Investigation Fund

As previously advised, Iplex® Australia had made a provision for certain costs associated with this matter of A$15 million in the prior year,

which was classified as a Significant Item. That provision is not an indication of Iplex® Australia's view as to the costs it will or may incur

in relation to this matter, but relates to costs expected to be incurred in investigating this matter, contributing to the cost of repairs and

replacement work by Western Australia builders who choose to do so in the interim (in return for the provision of data and access to homes

which have had plumbing failures) and fund the work to identify a solution for the industry, as described in the Company’s 17 April 2023 NZX

announcement. As at 30 June 2024, approximately A$2.5m of the Fund remains to be spent.

Fletcher Insulation® provision for product claims

Fletcher Insulation® Australia is the subject of claims relating to installed glass wool insulation containing an imported foil. Fletcher

Insulation® Australia is investigating the complaints to ascertain the cause and extent of the issue. Fletcher Building’s New Zealand insulation

business, Comfortech®, did not use the same imported foil. The Group has considered the exposure Fletcher Insulation® Australia may

have for the existing and future claims, with a provision recognised based on the facts and circumstances known at balance date. Fletcher

Insulation® Australia is also assessing potential recoveries from its supplier of the product. There remains a risk that the Group’s full exposure

will be greater than the amount currently allowed.

Notes to the Consolidated Financial Statements 2024 (Continued)

115

Fletcher Building Limited Annual Report 2024

Long-term Investments
This section details the long-term assets of the Group including property, plant and equipment, investment property, intangible assets

and leases.

13. PROPERTY, PLANT AND EQUIPMENT

Land, buildings, plant and machinery and fixtures and fittings are stated at historical cost less depreciation. Historical cost includes

expenditure that is directly attributable to the acquisition of the items. The cost of purchasing land, buildings, plant and machinery,

fixtures and equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs which

have been incurred in bringing the assets to the location and the condition necessary for their intended service, including subsequent

expenditure. To the extent acquisition, development and construction of capital projects extend over a period of 12 months, attributable

borrowing costs are capitalised as part of the cost of the asset while the asset is being developed or constructed. On completion of

development, all assets included in assets under construction are reclassified appropriately into the relevant categories of property, plant

and equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable

that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying

amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged

to the Consolidated Income Statement during the reporting period in which they are incurred.

Depreciation of property, plant and equipment is calculated on the straight line method. Expected useful lives, which are regularly reviewed,

typically range between:

Buildings30–50 years

Plant and machinery5–15 years

Fixtures and equipment2–10 years

Resource extraction assets are held at historic cost and depleted over the shorter of the life of the site or right to use period. Site

development costs incurred in order to commence extraction are capitalised as resource extraction assets.

Assets are reviewed annually for impairment indicators. An asset’s carrying amount is written down immediately to its recoverable amount if

the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Consolidated Income

Statement.

2024

Land

NZ$M

Buildings

NZ$M

Plant &

Machinery

NZ$M

Fixtures &

Equipment

NZ$M

Resource

Extraction

NZ$M

Total

NZ$M

Carrying value at the beginning of the year2423161,2701401042,072

Additions20322214219334

Acquisitions from business combination1113

Disposals(1)(2)(5)(2)(10)

Depreciation expense(11)(104)(31)(10)(156)

Impairment(8)(8)

Classified as held for sale(2)(1)(10)(32)(45)

Currency translation11

2603341,3661171142,191

Represented by:

Cost2604642,7523481663,990

Accumulated depreciation and impairment(130)(1,386)(231)(52)(1,799)

Carrying value at the end of the year2603341,3661171142,191

Notes to the Consolidated Financial Statements 2024 (Continued)

116

Fletcher Building Limited Annual Report 2024

2023
Land

NZ$M

Buildings

NZ$M

Plant &

Machinery

NZ$M

Fixtures &

Equipment

NZ$M

Resource

Extraction

NZ$M

Total

NZ$M

Carrying value at the beginning of the year1832591,1231331021,800

Additions68632094011391

Acquisitions from business combination10848268

Disposals(1)(1)(2)(2)(6)

Depreciation expense(9)(98)(32)(9)(148)

Reversal of impairment44

Impairment(6)(6)

Transfer of assets to inventory(22)(2)(1)(25)

Currency translation(2)(4)(6)

2423161,2701401042,072

Represented by:

Cost2424482,6784171473,932

Accumulated depreciation and impairment(132)(1,408)(277)(43)(1,860)

Carrying value at the end of the year2423161,2701401042,072

As at 30 June 2024, property, plant and equipment includes $396 million of assets under construction that are not depreciated until they

are commissioned and brought into use (2023: $607 million).

Physical impacts from climate-related risk

In FY24, the Group appointed Aon New Zealand to assess climate related physical risks. Three scenarios over three time horizons (2030,

2050 and 2070) were assessed. The scenarios used map to RCP2.5/SSP1, RCP2.6/SSP2 and RCP 8.5/SSP3 in the fifth and sixth IPCC

assessment reports. Of the three scenarios assessed, the RCP 8.5/SSP3 scenario, also known as the ‘reasonable worst case’ or ‘Hot

House’ scenario, is the scenario with the highest potential climate impacts. The assessment focused on a number of climate-related

hazards, including rainfall, temperature rise, sea level rise, extreme storm events and bush fire.

The FY24 review confirmed that:

–the Group's overall exposure to climate related hazards is moderate with flooding being the key exposure;

–the share of the Group's asset value assessed to have high or extreme flood hazard exposure has not materially changed from

the previous assessment in 2022;

–the assessment did not identify a material change in risk in the FY2030 or 2050 timeframes;

–some change in flood risk is expected for the FY2070 timeframe due to changes in climate stressors.

In FY23, there were property damages and direct remedial works resulting from the impacts of Cyclone Gabrielle and North Island Floods

in New Zealand, which amounted to $21 million. Those businesses and locations impacted, are included within the identified Group's

assets exposed to high or extreme flood hazards per the Aon New Zealand climate related physical risk report. Overall, the analysis

quantified a physical risk which is not material to the Group’s future cash flows. The analysis confirmed no change to the expected useful

economic lives of non-current assets as disclosed.

14. INVESTMENT PROPERTY

The Group's investment property primarily relates to Vivid Living®, the Group's retirement operations, and is held for long-term yields and

is not occupied by the Group. The Group's investment property includes freehold development land and building units under development

including adjacent common facilities.

Investment property is initially measured at cost and includes land and property construction costs, together with any directly attributable

overheads of bringing the asset to the condition necessary for it to be capable of operating in the manner intended by management.

The Group applies the fair value model for subsequent measurement of its development land and completed retirement units, with any

resulting gain or loss being recognised in the Consolidated Income Statement. The measurement of fair value is within the scope of NZ IFRS

13 Fair Value Measurement, and determined by way of an independent valuation undertaken of the retirement village assets in accordance

with professional valuation standards as at 30 June 2024.

All investment property has been determined to be level 3 in the fair value hierarchy as the fair value is determined using inputs that are

unobservable.

Notes to the Consolidated Financial Statements 2024 (Continued)

117

Fletcher Building Limited Annual Report 2024

The Group's investment property is categorised as follows:
2024

NZ$M

2023

NZ$M

Development land at fair value

27

14

Retirement units under construction at cost2517

Completed retirement units at fair value4827

100

58

Movement in the Group's investment property balances is outlined below:

2024

NZ$M

2023

NZ$M

Opening balance

58

34

Additions2019

Transferred from inventory203

Transferred to inventory(14)

Change in fair value216

Closing balance10058

The Group’s interest in all completed investment property was valued on 30 June 2024 by Colliers Limited, at a total of $48 million (2023:

$27 million).

During the year, 17 retirement units were provided to residents under Vivid Living®'s occupation rights agreements (ORA). As at 30 June

2024, the carrying value of the Group's ORA liability amounted to $17 million, recognised in Other Liabilities, refer to note 11.

15. INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangibles are carried at cost

less any accumulated amortisation and accumulated impairment losses.

The Group's intangible assets with indefinite useful lives are not amortised but are tested for impairment annually, either individually or at the

cash-generating unit level. Intangible assets with a definite life are amortised on a straight-line basis.

Goodwill is stated at cost, less any impairment losses. Goodwill is allocated to cash generating units and is not amortised but is tested

annually for impairment, and when an indication of impairment exists. Brands for which all relevant factors indicate that there is no limit to

the foreseeable net cash flows are considered to have an indefinite useful life and are held at cost and are not amortised but are subject to an

annual impairment test.

For the purposes of considering whether there has been an impairment, assets are grouped at the lowest level for which there are identifiable

cash flows that are largely independent of the cash flows of other groups of assets. When the book value of a group of assets exceeds the

recoverable amount, an impairment loss arises and is recognised in the Consolidated Income Statement immediately.

Amortisation of definite life intangible assets is calculated on the straight line method. Expected useful lives, which are regularly reviewed,

typically range between:

Intangible assets, including software 5-15 years

Cloud computing arrangements

The Group recognises costs incurred in configuring or customising cloud application software as an intangible asset only if the activities

create a resource that the Group can control and from which it expects to benefit. Such costs are amortised over the estimated useful life

of the software application on a straight-line basis. The remaining useful life is reviewed at least at the end of each reporting period and any

changes are treated as changes in accounting estimates.

Where the Group cannot determine whether it has control of the cloud application software, the arrangement is deemed to be a service

contract and any implementation costs (i.e. cost incurred to configure or customise the cloud application software), are expensed to the

Consolidated Income Statement as incurred.

Where the provider of the cloud application software provides both configuration and customisation services, judgement is required to

determine whether these services are distinct from the underlying use of the software application. Distinct configuration and customisation

costs are expensed as incurred as the software application is configured or customised (i.e. upfront). Non-distinct configuration and

customisation costs, that significantly enhance or modify the cloud-based application, are recognised as a prepaid asset and expensed over

the contract term on a straight-line basis.

To the extent the acquisition and development of capital intangible projects extend over a period of 12 months, attributable borrowing

costs are capitalised as part of the cost of the asset while the asset is being developed. On completion, all cost included in asset under

development are reclassified as Other Intangibles and amortised when available for use.

Notes to the Consolidated Financial Statements 2024 (Continued)

118

Fletcher Building Limited Annual Report 2024

Assessing the carrying value of goodwill and indefinite life brands requires management to estimate future cash flows to be generated by
the related cash generating unit. The key assumptions used in the value-in-use or fair value less costs of disposal basis include the expected

rate of growth of revenues and earnings, the terminal growth rate and the appropriate discount rate to apply, and are detailed in note 2.3.

2024

Goodwill

NZ$M

Brands

NZ$M

Other

Intangibles

NZ$M

Total

NZ$M

Carrying value at the beginning of the year 8232871431,253

Additions7575

Disposals(1)(1)

Acquired from business combination66

Impairment (153)(52)(9)(214)

Amortisation expense(16)(16)

Classified as held for sale(33)(2)(14)(49)

Currency translation 11

6432341781,055

Represented by:

Cost6433143641,321

Accumulated impairment/amortisation(80)(186)(266)

Carrying value at the end of the year6432341781,055

2023

Goodwill

NZ$M

Brands

NZ$M

Other

Intangibles

NZ$M

Total

NZ$M

Carrying value at the beginning of the year 7172891101,116

Additions5353

Disposals(3)(3)

Acquired from business combination110110

Impairment (1)(1)

Amortisation expense(16)(16)

Currency translation (4)(2)(6)

8232871431,253

Represented by:

Cost8233673101,500

Accumulated impairment/amortisation(80)(167)(247)

Carrying value at the end of the year8232871431,253

As at 30 June 2024, other intangible assets include $120 million of assets under development (2023: $82 million). Included in the

amount are costs associated with Group's Digital@Fletchers (D@F) ERP project. D@F is a multi-year process to transition all the Group’s

manufacturing and distribution business units to a single integrated ERP.

As at 30 June 2024, the Group had capitalised $114 million of costs associated with the project, including $5 million of capitalised

borrowing costs, with $44 million of costs capitalised to the project during the current year. In June 2024, the project was paused for

25 months, with only four of the Group’s business units having transitioned to the platform by 30 June 2024. Amortisation of $1 million

has been recognised on the Group Template of the D@F asset during the year, with the annual amortisation of the Group Template

to increase as it is leveraged and utilised by other business units when they transition. For impairment testing purposes the costs

capitalised are treated as a “corporate asset” and have been allocated to business units (CGUs) on a reasonable and consistent basis to

determine if they are recoverable, based on original expected use. $9 million of capitalised costs allocated to Tradelink® are no longer

considered recoverable and therefore have been impaired, with the impairment recognised as a Significant Item.

Notes to the Consolidated Financial Statements 2024 (Continued)

119

Fletcher Building Limited Annual Report 2024

Significant intangible balances within cash-generating units (CGUs)
Goodwill

2024

NZ$M

Goodwill

2023

NZ$M

Brands

2024

NZ$M

Brands

2023

NZ$M

Laminex® Australia

157

157

124

124

Higgins® New Zealand

24

114

19

19

Iplex® New Zealand

105

105

7

7

Stramit®

61

62

41

41

Tradelink®6253

PlaceMakers®

56

56

Waipapa Pine

57

57

Humes®

49

49

Other

134

161

43

43

643

823

234

287

The goodwill allocated to significant CGUs accounts for 79% (2023: 80%) of the total carrying value of goodwill. The remaining 'other'

CGUs, which comprise 12 (2023: 12) in total, are each less than 6% of total carrying value. The significant brand assets account for 82%

(2023: 86%) of the total carrying value of brands. The remaining 'other' brand assets are each less than 5% of total carrying value (2023:

5%).

16. LEASES

The Group leases various offices, warehouses, retail stores, equipment and vehicles. Rental contracts are typically made for fixed periods,

but may have extension options.

Lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. The lease agreements do not impose

any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for

borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the

interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for property leases in the Group, the

lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to

obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Right-of-use assets are measured at cost and include, after consideration of the initial measurement of the lease liability, any lease

incentives, initial direct costs and any make-good costs associated with the lease. Right-of-use assets are generally depreciated over the

shorter of the asset's useful life and the lease term on a straight-line basis. If it is reasonably certain the Group will exercise a purchase

option, the right-of-use asset is depreciated over the underlying asset’s useful life.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line

basis as an expense in the Consolidated Income Statement. Short-term leases are leases with a lease term of 12 months or less. Low-value

assets comprise IT equipment and small items of office furniture.

The Group has some lease contracts that include extension options. The Group assesses at lease commencement date whether it is

reasonably certain it will exercise the extension options. The Group reassesses whether it is reasonably certain it will exercise the options

if there is a significant event or significant change in circumstances within its control. These options provide flexibility in managing the

leased-asset portfolio and align with the Group’s business needs. Management exercises significant judgement in determining whether these

extension and termination options are reasonably certain to be exercised.

As at 30 June 2024, the 6 largest property lease contracts (2023: 4) have all related extension options included in the estimated lease term

(where management is reasonably certain to exercise the options), resulting in future lease payments being included in the measurement of

the lease liability recorded in the Consolidated Balance Sheet.

Notes to the Consolidated Financial Statements 2024 (Continued)

120

Fletcher Building Limited Annual Report 2024

Right-of-use assets
2024

Land

NZ$M

Buildings

NZ$M

Plant &

machinery

NZ$M

Total

NZ$M

Opening net book value at the beginning of the year121,1022101,324

Additions and renewals1152108261

Acquisitions from business combination

Depreciation (1)(124)(75)(200)

Impairment(2)(2)

Terminations / revisions of extension options(71)(2)(73)

Classified as held for sale(96)(26)(122)

Currency translation213

Closing balance at the end of the year129632161,1 9 1

2023

Opening net book value at the beginning of the year121,1352041,351

Additions and renewals10275177

Acquisitions from business combination12425

Depreciation (1)(126)(67)(194)

Impairment

Terminations / revisions of extension options(31)(1)(32)

Currency translation(2)(1)(3)

Closing balance at the end of the year121,1022101,324

Lease liabilities


2024

NZ$M


2023

NZ$M

Opening balance1,5961,655

Additions and renewals

258

177

Acquisitions from business combination25

Classified as held for sale

(143)

Repayments

(206)

(196)

Terminations / revisions of extension options

( 74 )

(59)

Currency translation

5

(6)

Closing balance1,4361,596

Current portion

164

192

Non-current portion

1,272

1,404

Carrying amount at the end of the year1,4361,596

Notes to the Consolidated Financial Statements 2024 (Continued)

121

Fletcher Building Limited Annual Report 2024

Reconciliation of liabilities arising from financing activities
The table below details changes in the Group’s net debt arising from financing activities, including both cash and non-cash changes.

2023

NZ$M

Cash flows

NZ$M

Currency

translation

NZ$M

Other non-cash

movements

(including hedge

accounting)

NZ$M

2024

NZ$M

Private placements484 (3)8489

Bank loans 946 35511,302

Capital notes 343 (46)297

Other loans 30 (10)20

Carrying value of borrowings (as per Consolidated

Balance Sheet)

1,803 299(2)82,108

Less: value of derivatives used to manage changes in

hedged risks on debt instruments

(26)(10)5(31)

Economic debt1,777 299(12)132,077

Less: Cash and cash equivalents (365)54(311)

Net debt1,412 353(12)131,766

Funding and Financial Risk Management

This section includes details on the Group's funding and outlines the market, credit and liquidity risks that the Group is exposed to and

how these risks are managed, including the use of derivative financial instruments.

Capital risk management

The Group's objectives when managing capital are to provide returns to shareholders and benefits for other stakeholders and to

maintain an optimal capital structure that safeguards the Group's ability to continue as a going concern. In order to maintain or adjust

the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, undertake

share buybacks, issue new shares or sell assets to reduce net debt.

The Group has various debt facilities and covenants in place. A key measure is a through-the-cycle net debt to EBITDA ratio (leverage).

Net debt represents the value of the Group's drawn borrowings adjusted for debt hedging activities and available cash funding. The

target leverage ratio range for the group is 1.0 to 2.0 times. It is intended that the Group will not be materially outside the target leverage

ratio range on a long-term basis.

Credit rating

On 3 October 2023, the Group announced that it has been assigned an investment grade credit rating from an accredited rating

agency, Moody’s Investors Service, of Baa2 with a stable outlook.

On 5 June 2024, the Group has been notified that credit rating agency Moody’s Ratings has amended the Company’s credit rating from

Baa2 on a stable outlook to Baa3 on a negative outlook. This amendment also applies to the rating for the Company’s medium-term note

(MTN) program. The amended rating does not have a material impact on the Company’s cost of funding in the near-term.

17. BORROWINGS

The Group borrows in the form of private placements, bank loans, capital notes and other financial instruments. Funding costs

associated with the Group's borrowings are shown in note 18.

Borrowings are initially recognised at fair value net of attributable transaction costs, and are subsequently measured at amortised cost

using the effective interest rate method. Any borrowings that have been designated as hedged items (USD and any other foreign currency

borrowings) are carried at amortised cost plus a fair value adjustment under hedge accounting requirements. Borrowings denominated in

foreign currencies are retranslated to the functional currency at each reporting date.

Economic debt represents the face value of drawn borrowings adjusted for foreign currency movements hedged with derivative

instruments. The Group uses cross currency interest rate swaps, interest rate swaps and forward foreign exchange contracts to manage

its exposure to interest rates and borrowings sourced in currencies different from that of the borrowing entity's reporting currency.

Details of debt hedging activities and instruments used are included in note 19.

Notes to the Consolidated Financial Statements 2024 (Continued)

122

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
2022

NZ$M

Cash flows

NZ$M

Currency

translation

NZ$M

Other non-cash

movements

(including hedge

accounting)

NZ$M

2023

NZ$M

Private placements481 16 (13)484

Bank loans 180 773(7)946

Capital notes 350 (6)(1)343

Other loans 29 1 30

Carrying value of borrowings (as per Consolidated

Balance Sheet)

1,040 768 9 (14)1,803

Less: value of derivatives used to manage changes in

hedged risks on debt instruments

(19)(3)(16)12 (26)

Economic debt1,021 765(7)(2)1,777

Less: Cash and cash equivalents (351)(16)2 (365)

Net debt670 74 9(5)(2)1,412

Carrying value of borrowings included within the Consolidated Balance Sheet as follows:

2024

NZ$M

2023

NZ$M

Current borrowings

86

88

Non-current borrowings

2,022

1,715

Total borrowings2 ,1 0 81,803

At reporting date, the Group had the following funding facilities:

Utilised facilities

2,077

1,777

Unutilised bank loan facilities

760

1,014

Total facilities 2,837 2,791

Private placements

Private placements comprise loans of US$246 million, CA$15 million, EUR41 million and GBP10 million with maturities between 2026 and

2028.

Capital notes

At 30 June 2024 the Group had issued $297 million of listed capital notes to retail investors (2023: $343 million) with maturities between

2025 and 2029. The capital notes do not carry voting rights and do not participate in any change in value of the issued shares of

Fletcher Building Limited.

Listed capital notes

Listed capital notes are long-term fixed rate unsecured subordinated debt instruments that are traded on the NZDX. On election date,

holders may choose either to keep their capital notes on new terms or convert the principal amount and any interest into shares of

Fletcher Building Limited, at approximately 98% of the current market price. If the principal amount of these notes held at 30 June 2024

were to be converted to shares, 107 million (2023: 65 million) Fletcher Building Limited shares would be issued at the share price as at

30 June 2024, of $2.83 (2022: $5.42).

Instead of issuing shares to holders who choose to convert, Fletcher Building may, at its option, purchase or redeem the capital notes

for cash at the principal amount plus any accrued interest.

As at 30 June 2024, the Group held $202 million (2023: $157 million) of its own capital notes.

Bank Loans

Syndicated revolving credit facilities

At 30 June 2024, the Group had a NZ$925 million (2023: $925 million) and AU$674.5 million (2023: AUD674.5 million) syndicated

revolving credit facility on an unsecured, negative pledge and borrowing covenant basis. The participating lenders are both New

Zealand registered and offshore banks. The facility comprises four Tranches as follows: AU$674.5 million expiring in two tranches

including 1 July 2027 and 4 June 2029, NZ$325 million expiring on 22 November 2026, NZ$400 million expiring on 1 July 2027 and

NZ$200 million expiring on 31 May 2028. The funds under the syndicated revolving credit facility can be borrowed in Australian and

New Zealand dollars only.

123

Fletcher Building Limited Annual Report 2024

On 4 June 2024, the Group announced amendments to its banking agreements which will extend the tenor of its debt facilities, and
enable it to rely on more favourable terms for covenant testing through to the end of calendar 2025 if required. Fletcher Building

Limited has agreed with its Syndicated Facility Agreement lenders to refinance Tranche D of the SFA. This A$674.5m facility was

scheduled to expire in October 2025. The agreement extends the expiry date for this facility into two longer-dated maturities: A$424.5

million will now expire in July 2027, and A$250 million will expire in June 2029. The agreement significantly improves the tenor of the

Group's funding lines, such that the next material debt maturity is in FY27.

Club loan facility

On 18 December 2023, the Group executed a NZ$400 million loan facility with a three-bank syndicate expiring on 30 November 2026.

The three banks are all New Zealand registered. The facility comprises a NZ$310 million revolving credit tranche and a NZ$90 million

term loan tranche. As at 30 June 2024 the facility was fully drawn. This facility replaces and extends a NZ$300 million bi-lateral bank

revolving credit facility with expiry date 31 October 2024, which was repaid in full and cancelled on 18 December 2023.

Other Loans

At 30 June 2024, the Group had other loans of $20 million (2023: $30 million) and all were subject to the negative pledge. Other loans

include bank overdrafts, short-term loans, working capital facilities and vendor loans.

Negative pledge

The Group borrows certain funds based on a negative pledge arrangement. The negative pledge includes a cross guarantee between

a number of wholly owned subsidiaries and ensures that external senior indebtedness ranks equally in all respects and includes the

covenant that security can be given only in very limited circumstances. At 30 June 2024, the Group had debt subject to the negative

pledge of $1,779 million (2023: $1,424 million).

Covenants

The Group’s financial covenants under its senior borrowing arrangements include interest cover and leverage ratio.

During the year, the Group has agreed certain amendments with all of its lenders (SFA, Club Loan, and USPP) which will enable it to rely

on more favourable terms for covenant testing for its Senior Interest Cover and Senior Leverage covenants for the period from June

2024 to December 2025 (inclusive) if required. Should the Group need to rely on the amended covenant levels, it will not pay a dividend

until it agrees to be tested by, and complies with, its existing covenant levels. The Group was in compliance with all financial covenants

during the year and at balance date. The existing and amended covenant levels are shown in the following table:

Existing

level

Amended level

Level

June 2026+CovenantJun 2024Dec 2024Jun 2025Dec 2025

Senior Leverage

<3.25x

<3.25x<3.5x<3.5x<3.25x

<3.25

Senior Interest Cover

>3.0x

>2.5x>2.25x>2.25x>2.25x

>3.0x

Total Interest Cover

>2.0x

Unchanged at >2.0x

>2.0x

Note: NB: the Senior Interest Cover covenant of >3.0x (existing and Jun-26+) is the level contained in the USPP lending agreements. The covenant in the SFA and Club Loan

agreements is >2.75x.

The impact of debt hedging activities on borrowings

2024

Underlying borrowing

exposure

Economic debt

exposure

Currency of borrowings

Fixed rate

NZ$M

Floating rate

NZ$M

Impact of

hedging

NZ$M

Fixed rate

NZ$M

Floating rate

NZ$M% Fixed

New Zealand Dollar2971,08035477395845%

Australian Dollar22710414718444%

British Pound21(21)

Canadian Dollar18(18)

Euro73(73)

United States Dollar377(377)

Other1515

Total7861,322(31)9201,1 5744%

Notes to the Consolidated Financial Statements 2024 (Continued)

124

Fletcher Building Limited Annual Report 2024

2023
Underlying borrowing

exposure

Economic debt

exposure

Currency of borrowings

Fixed rate

NZ$M

Floating rate

NZ$M

Impact of

hedging

NZ$M

Fixed rate

NZ$M

Floating rate

NZ$M% Fixed

New Zealand Dollar351727354 82660658%

Australian Dollar227103 2567477%

British Pound21(21)

Canadian Dollar19(19)

Euro74( 74)

United States Dollar369(369)

Other1515

Total834969(26)1,08269561%

Liquidity and funding risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial commitments as they fall due. Funding risk is

the risk that the Group under normal circumstances, will not be able to refinance its maturing debts in an orderly manner. The Group

manages its liquidity and funding risk by maintaining a target level of undrawn committed credit facilities and an appropriate spread of

maturity dates in respect of the Group's debt facilities that it reviews on an ongoing basis.

The following maturity analysis table sets out the remaining contractual undiscounted cash flows, including estimated interest payments

for non-derivative financial liabilities and derivative financial instruments. Creditors and accruals are excluded from this analysis as they

are not part of the Group's assessment of liquidity risk because these are offset by debtors with similar payment terms.

2024

Contractual

cash flows

NZ$M

Up to 1 Year

NZ$M

1–2 Years

NZ$M

2–5 Years

NZ$M

Over 5 Years

NZ$M

Bank loans1,3021,302

Capital notes2978055162

Private placements516516

Other loans2020

Borrowings - principal cash flows2,13580751,980

Gross settled derivatives - to pay458458

Gross settled derivatives - to receive(516)(516)

Debt derivatives financial instruments -

principal cash flows

(58)(58)

Total principal cash flows2,07780751,922

Contractual interest cash flows149583952

Total lease cash flows1,791212191458930

Total contractual cash flows4,0173503052,432930

2023

Contractual

cash flows

NZ$M

Up to 1 Year

NZ$M

1–2 Years

NZ$M

2–5 Years

NZ$M

Over 5 Years

NZ$M

Bank loans946946

Capital notes3437980184

Private placements519283236

Other loans301515

Borrowings - principal cash flows1,83894801,428236

Gross settled derivatives - to pay458249209

Gross settled derivatives - to receive(519)(283)(236)

Notes to the Consolidated Financial Statements 2024 (Continued)

125

Fletcher Building Limited Annual Report 2024

2023
Contractual

cash flows

NZ$M

Up to 1 Year

NZ$M

1–2 Years

NZ$M

2–5 Years

NZ$M

Over 5 Years

NZ$M

Debt derivatives financial instruments -

principal cash flows

(61)(34)(27)

Total principal cash flows1,77794801,394209

Contractual interest cash flows1836342753

Total lease cash flows1,861224197467973

Total contractual cash flows3,8213813191,9361,185

18. NET FUNDING COSTS

Interest income and expense are recognised on an accrual basis in the Consolidated Income Statement using the effective interest method.

Interest costs relating to qualifying assets under development are capitalised as a component of the cost of development or construction.

Where funds are borrowed specifically for qualifying projects, the actual borrowing costs incurred are capitalised. Where the projects are

funded through general borrowings, the borrowing costs are capitalised based on the weighted average cost of borrowing. Borrowing costs

incurred after commencement of commercial operations are expensed to the Consolidated Income Statement.

Funding costs also include the changes in fair value relating to derivatives used to manage interest rate risk, and the associated changes in

fair value of the borrowings designated in a hedge relationship attributable to the hedged risk.

2024

NZ$M

2023

NZ$M

Interest income

(5)

(4)

Interest on borrowings and derivatives

131

87

Interest capitalised to balance sheet

(13)

(5)

Interest expense other

7

4

Net interest expense120

82

Changes in fair value relating to:

Borrowings designated in a hedging relationship

8

(12)

Derivatives designated in a hedging relationship(8)12

Total changes in fair value

Bank fees, registry and other expenses

2

1

Line fees

15

11

Debt restructure fees

5

Net funding costs142

94

Included in interest on borrowings and derivatives is the net settlement of the Group's interest derivatives. This consists of $49 million

of interest income and $57 million of interest expense (2023: $35 million interest income; $44 million interest expense). Other losses

include credit valuation adjustment (CVA)/debit valuation adjustments (DVA) on derivatives.

Capitalisation of borrowing costs

The Group funds capital projects with general borrowings and, where newly acquired or constructed assets meet qualifying criteria of

NZ IAS 23 - Borrowing costs, interest costs have been capitalised to their cost at a weighted average capitalisation rate of 6.62% (2023:

5.20%), resulting in $13 million of capitalised borrowing costs in the year ended 30 June 2024. The FY24 amount mainly relates to

Winstone Wallboards®'s Tauriko plant ($4 million), Laminex® wood panels plant ($4 million) and the Group's Digital@Fletcher ERP system

build and implementation ($4 million).

Interest rate risk

At 30 June 2024, 44% of the Group's debt was subject to a fixed interest rate (2023: 61% fixed).

(i) Interest rate repricing

The following tables set out the interest rate repricing profile of interest bearing financial liabilities assuming floating rate facilities are

utilised to maintain debt levels.

Notes to the Consolidated Financial Statements 2024 (Continued)

126

Fletcher Building Limited Annual Report 2024

2024
NZ$M

2025

NZ$M

2026

NZ$M

2027

NZ$M

2028

NZ$M

2029

NZ$M

Fixed financial liabilities 92061541818533

Floating financial liabilities1,1571,4621,6591,8922,0442,077

Economic Debt2,0772,0772,0772,0772,0772,077

% Fixed44%30%20%9%2%0%

The Group's overall weighted average interest rate (based on year end borrowings) excluding fees is 6.22% (2023: 5.74%).

(ii) Interest rate risk

It is estimated a 100 basis point increase in interest rates would result in an increase in the Group's interest costs by approximately $11

million pre-tax on the Group's debt portfolio exposed to floating rates at balance date (2023: $7 million) assuming that all other variables

remain constant.

19. FINANCIAL RISK MANAGEMENT

Exposures to credit, liquidity, foreign currency, interest rate and commodity price risks arise in the normal course of the Group’s

business. The principles under which these risks are managed are set out in policy documents approved by the Board. The policy

documents identify the risks and set out the Group’s objectives, policies and processes to measure, manage and report the risks. The

policies are reviewed periodically to reflect changes in financial markets and the Group’s businesses. Risk management is carried out in

conjunction with the Group's central treasury function, which supports compliance with the risk management policies and procedures.

Derivative financial instruments, including forward foreign exchange contracts, interest rate swaps, foreign currency swaps, cross

currency interest rate swaps, options, forward rate agreements and commodity price swaps are utilised to reduce exposure to market

risks. All the Group’s derivative financial instruments are held to hedge risk on underlying assets, liabilities, and forecast and committed

trading and funding transactions. The Group policy specifically prohibits the use of derivative financial instruments for trading or

speculative purposes.

The table below summarises the key financial market risks to the Group and how these risks are managed:

Financial riskDescriptionManagement of risk

Foreign

currency trade

transaction risk

( (i))

Arises on the conversion of a business

unit’s foreign currency revenue and

expenditure to its functional currency,

such that a material loss or a gain may be

incurred. This covers imports, exports,

capital expenditure, and foreign currency

bank accounts balances that are not in a

business unit’s functional currency.

It is a Group policy that no currency exchange risk may be entered

into or allowed to remain outstanding should it arise on committed

transactions. The Group uses foreign currency forward contracts and

foreign currency options to manage the risk on firm commitments and

recognised material trade related exposures. The majority of these

transactions have maturities of less than one year from the reporting

date.

Foreign

currency

balance sheet

translation risk

( (ii))

Arises due to the translation of the

Group’s foreign denominated assets

and liabilities, overseas operations and

subsidiaries to the company’s functional

currency of NZD, such that the Group’s

reporting of financial ratios would be

materially affected.

It is the Group's policy to hedge this foreign currency translation risk

by borrowing in the currency of the asset in proportion to the Group's

target debt to debt plus equity ratio.

Where the underlying debt in any currency does not equate to the

required proportion of total debt, debt derivatives, such as foreign

exchange forwards, swaps and cross currency interest rate swaps are

entered into. These are designated as net investment hedges where

the borrowings or contracts are in a different currency from that of the

business in which they are recognised.

To manage the net exposure to foreign currency borrowings, the

Group enters into cross currency interest rate swaps (CCIRS). CCIRS

are used to manage the combined foreign exchange risk and interest

rate risk as they swap fixed rate foreign currency borrowings and

interest payments into equivalent New Zealand and Australian dollar-

denominated amounts of principal with floating and fixed interest rates.

Notes to the Consolidated Financial Statements 2024 (Continued)

127

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
Financial riskDescriptionManagement of risk

Interest rate

risk

( &

)

The risk that the value of borrowings or

cash flows associated with the borrowings

will change due to changes in market

rates.

The Group manages the fixed interest rate component of its borrowings

by entering into CCIRS, interest rate swaps, forward rate agreements

and options. It aims to maintain fixed interest rate borrowings between

certain ranges over specific time periods.

Commodity

price risk

Arises from committed or highly probable

trade transactions that are linked to

commodities.

The Group manages its commodity price risk depending on the

underlying exposures, economic conditions and access to active

derivatives markets. Cash flow hedge accounting is applied to

commodity derivative contracts.

At 30 June 2024, the Group has hedged a portion of its electricity and

diesel usage for the period 1 July to 31 December 2028 and 30 June 2025

respectively. The average hedged electricity price is NZ$144/MWh and

the average hedged diesel price (ex-Singapore) is NZ$1.01/Litre.

A 10% increase in the New Zealand electricity spot price at balance

sheet date would result in an increase to equity of approximately $4

million and no material impact on the Consolidated Income Statement.

A 10% increase in the New Zealand diesel spot price at balance sheet

date would not have a material impact on the Group's earnings or equity

position.

Disclosure about the credit risk associated with financial instruments and fair value measurement of financial instruments is included in

notes 19.3 and 19.4.

Derivative financial instruments and hedge accounting

Derivatives are recorded at fair value with the resulting gain or loss on remeasurement recognised in the Consolidated Income Statement

unless the derivative is designated into an effective hedge relationship as a hedging instrument, in which case the timing of recognition

in the Consolidated Income Statement depends on the nature of the designated hedge relationship. For a derivative instrument to be

classified and accounted for as a hedge, it must be highly correlated with, and effective as a hedge of the underlying risk being managed.

This relationship is documented from inception of the hedge. The fair values of derivative financial instruments are determined by applying

quoted market prices, where available, or by using inputs that are observable for the asset or liability.

The Group may designate derivatives as:

– Fair value hedges (where the derivative is used to manage the variability in the fair value of recognised assets and liabilities);

– Cash flow hedges (where the derivative is used to manage the variability in cash flows relating to recognised liabilities or forecast

transactions); or

– Net investment hedges (where borrowings or derivatives are used to manage the risk of fluctuation in the translated value of its


foreign operations).

The Group holds derivative instruments until expiry except where the underlying rationale from a risk management point of view changes,

such as when the underlying asset or liability that the instrument hedges no longer exists, in which case early termination occurs.

Fair value hedges

Where a derivative financial instrument is designated as a hedge of a recognised asset or liability, or of a firm commitment, any gain or

loss on the derivative (hedging instrument) is recognised directly in the Consolidated Income Statement, together with any changes in

the fair value of the hedged risk (hedged item).

Cash flow hedges

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of assets or liabilities, or of a highly

probable forecasted transaction, the effective part of any gain or loss is recognised directly in the cash flow hedge reserve within equity

and the ineffective part is recognised immediately in the Consolidated Income Statement. The effective portion is reclassified to the

Consolidated Income Statement when the underlying cash flows affect the Consolidated Income Statement.

If the hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued. The cumulative gain or loss

previously recognised in the cash flow hedge reserve remains there until the forecast transaction occurs, or is immediately recognised

in the Consolidated Income Statement if the transaction is no longer expected to occur.

Net investment hedges

Where the derivative financial instruments are designated as a hedge of a net investment in a foreign operation, the derivative financial

instruments are accounted for on the same basis as cash flow hedges through the foreign currency translation reserve (FCTR) within equity.

Cost of hedging

The forward elements of foreign exchange forwards and swaps are excluded from designation as the hedging instrument and the foreign

currency basis spreads of CCIRS are separately accounted for and recognised in Other Comprehensive Income as a cost of hedging.

128

Fletcher Building Limited Annual Report 2024

Derivatives that do not qualify for hedge accounting
Where a derivative financial instrument does not qualify for hedge accounting, or where hedge accounting has not been elected, any

gain or loss is recognised directly in the Consolidated Income Statement.

19.1 FOREIGN CURRENCY RISK

(i) Currency transaction risk

Cash flow hedge accounting is applied to forecast transactions and short-term intra-Group cash funding. The Group designates the spot

element of foreign exchange forwards and swaps to hedge its currency risk and applies a hedge ratio of 1:1. The Group's policy is for the

critical terms of the foreign exchange forwards and swaps to align with the hedged item. The main currencies hedged are the Australian

dollar, the United States dollar and the Euro. The gross value of these foreign exchange derivatives at 30 June 2024 was $542 million

(2023: $592 million).

(ii) Currency translation risk

The effect of the Group’s hedge accounting policy in managing foreign exchange risk related to the Group’s net investments in foreign

operations is presented in the table below:

Hedged investments and hedging instruments used

2024

Maturity:

0-49 months

NZ$M

2023

Maturity:

0-61 months

NZ$M

Amount of investment hedged

Foreign currency AUD

104

103

Notional amount

Cross currency interest rate swaps (25-49 months)

(104)

(103)

Foreign currency swaps (0-1 months)

Hedge effectiveness

Change in value used for calculating hedge ineffectiveness

1

1

Net investment hedge (gain)/loss recognised in Other Comprehensive Income

It is estimated a 10% weakening of the New Zealand dollar against the foreign currencies that the Group is exposed to on the net assets

of its foreign operations, would result in an increase to equity of approximately $88 million (2023: $104.7 million) and no material impact

on the Consolidated Income Statement.

The Group applies hedge accounting to foreign currency denominated borrowings that are managed by CCIRS. The hedge ratio

applied is 1:1. The hedge relationship may be designated into separate cash flow hedges and fair value hedges to manage the different

components of foreign currency and interest rate risk:

–fair value hedge relationship where CCIRS are used to manage the interest rate and foreign exchange risks;

–currency risk in relation to foreign currency denominated borrowings with fixed interest rates; and

–cash flow hedge relationship where CCIRS are used to manage the variability in cash flows arising from interest rate movements on

floating interest rate payments and foreign exchange movements on payments of principal and interest.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the

currency, reference interest rates, tenors, repricing dates and maturities and the notional amounts. The Group assesses whether the

derivative designated in each hedging relationship is expected to be effective in offsetting changes in the fair value of the hedged item

using the hypothetical derivative method.

In these hedging relationships, the main sources of ineffectiveness are:

–changes in counterparty credit risk and cross currency basis spreads that are not reflected in the change in the fair value of the

hedged item; and

–differences in repricing dates between the cross currency interest rate swaps and the borrowings.

The effect of the Group’s hedge accounting policies in managing both its foreign exchange risk and interest rate risk related to

borrowings denominated in foreign currency is presented in the table below:

Notes to the Consolidated Financial Statements 2024 (Continued)

129

Fletcher Building Limited Annual Report 2024

2024
USD

25-49

months

Floating

NZD/USD

0.6944

NZ$M

CAD*

49 Months

Fixed - 4.43%

AUD/CAD

0.927

NZ$M

EUR*

25 Months

Fixed - 4.30%

AUD/EUR

0.684

NZ$M

GBP*

49 Months

Fixed - 4.80%

AUD/GBP

0.568

NZ$M

Total

NZ$M

Cash flow hedging and fair value hedging

Cross currency interest rate swaps

Nominal amount of the hedging instrument 404 18 73 21 516

Carrying amount18 5 1 24

Accumulated cost of hedging recognised in Other

Comprehensive Income

(4) (4)

Change in value used for calculating hedge ineffectiveness5 1 1 7

Hedging (gain)/loss recognised in Other Comprehensive

Income

3(1) (1) 1

Fair value hedge gain in the Consolidated Income Statement (8) (8)

* Designated in cash flow relationship only

2023

USD

37-61 Months

Floating

NZD/USD

0.6944

NZ$M

CAD*

61 Months

Fixed - 4.43%

AUD/CAD

0.927

NZ$M

EUR*

37 Months

Fixed - 4.30%

AUD/EUR

0.684

NZ$M

GBP*

61 Months

Fixed - 4.80%

AUD/GBP

0.568

NZ$M

Total

NZ$M

Cash flow hedging and fair value hedging

Cross currency interest rate swaps

Nominal amount of the hedging instrument 405 19 74 21 519

Carrying amount 14 1 6 21

Accumulated cost of hedging recognised in Other

Comprehensive Income

(3) (3)

Change in value used for calculating hedge ineffectiveness (8) (3) (2) (13)

Hedging (gain)/loss recognised in Other Comprehensive

Income

(4) 3 2 1

Fair value hedge loss in the Consolidated Income Statement 12 12

* Designated in cash flow relationship only

Notes to the Consolidated Financial Statements 2024 (Continued)

130

Fletcher Building Limited Annual Report 2024

19.2 INTEREST RATE RISK
The Group applies hedge accounting to the borrowings and the associated interest rate swaps, for movements in benchmark market

interest rates. Hedge accounting is applied to these instruments for floating-to-fixed instruments as cash flow hedges or for fixed-to-

floating instruments as fair value hedges. The Group applies a hedge ratio of 1:1.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the

reference interest rates, tenors, repricing dates and maturities and the notional amounts.

The Group assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in

the fair value of the hedged item using the hypothetical derivative method.

In these hedging relationships, the main sources of ineffectiveness are:

–the effect of the counterparty and the Group's own credit risk on the fair value of the interest rate swaps that is not reflected in the

change in the fair value of the hedged item; and

–differences in repricing dates between the interest rate swaps and the borrowings.

2024

NZD Borrowings

13-48 Months

4.34%

NZ$M

AUD Borrowings

31 months

4 .1 1 %

NZ$M

Total

NZ$M

Cash flow hedging

Interest rate swaps

Nominal amount of the hedging instrument47544519

Carrying amount - derivative assets/(liabilities)44

Change in value used for calculating hedge ineffectiveness(3)(2)(5)

Hedging (gain)/loss recognised in Other Comprehensive Income325

2023

NZD Borrowings

25-60 Months

4.34%

NZ$M

AUD Borrowings

7 months

1.91%

NZ$M

Total

NZ$M

Cash flow hedging

Interest rate swaps

Nominal amount of the hedging instrument475153628

Carrying amount - derivative assets/(liabilities)729

Change in value used for calculating hedge ineffectiveness6(1)5

Hedging (gain)/loss recognised in Other Comprehensive Income(6)1(5)

There was no hedge ineffectiveness recognised in the Consolidated Income Statement during the year.

Notes to the Consolidated Financial Statements 2024 (Continued)

131

Fletcher Building Limited Annual Report 2024

19.3 CREDIT RISK
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual

obligations. To the extent the Group has a receivable from another party, there is a credit risk in the event of non-performance by that

counterparty and arises principally from receivables from customers, derivative financial instruments and the investment of cash.

(i) Impairment of financial assets

The Group has a credit policy in place under which customers are individually analysed for credit worthiness and assigned a purchase

limit. If no external ratings are available, the Group reviews the customer's financial statements, trade references, bankers' references

and/or credit agencies' reports to assess credit worthiness. These limits are reviewed on a regular basis. Owing to the Group’s industry

spread at balance date, there were no significant concentrations of credit risks in respect of trade debtors. Refer to note 9 for debtor

balances and ageing analysis.

The Group has two types of financial assets that are subject to the expected credit loss model:

–Debtors (including trade debtors, contract debtors and contract retentions) (note 9)

–Construction contract assets (note 3)

While cash and cash equivalents are also subject to the impairment requirements of NZ IFRS 9 Financial Instruments, the identified

impairment loss was immaterial.

Most goods are sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim.

Credit risks may be further mitigated by registering an interest in the goods sold and the proceeds arising from that supply. The Group

does not otherwise require collateral in respect of trade receivables.

Debtors and construction contract assets

The Group applies the NZ IFRS 9 simplified approach to measuring expected credit losses (ECL) which uses a lifetime expected loss

allowance for all trade debtors and contract assets.

To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk

characteristics and the days past due. The construction contract assets relate to unbilled work in progress and have substantially the

same risk characteristics as the trade debtors for the same types of contracts.

The Group has therefore concluded that the expected loss rates for trade debtors are a reasonable approximation of the loss rates for

the contract assets.

The expected loss rates are based on the payment profiles of historical sales and the corresponding historical credit losses experienced

within this period. The historical loss rates are adjusted to reflect current and forward looking information on macroeconomic factors

affecting the ability of the customers to settle the receivables. The Group has identified the GDP and the unemployment rate of the

countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based

on expected changes in these factors.

The table below provides movement in the Group's expected credit loss provision:

2024

NZ$M

2023

NZ$M

Opening provision for expected credit losses(20)(20)

Increase in provision for doubtful debts recognised in the Consolidated

Income Statement

(1)

1

Receivables written off during the year as uncollectible

1

Unused amount reversed

2

(1)

Reclassified to held for sale

3

Closing provision for expected credit losses(15)(20)

Notes to the Consolidated Financial Statements 2024 (Continued)

Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators that there is no

reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group.

Impairment losses on trade debtors and contract assets are presented as net impairment losses in the Consolidated Income Statement.

Subsequent recoveries of amounts previously written off are credited against the same line item.

(ii) Derivative financial instruments and the investment of cash

The Group enters into derivative financial instruments and invests cash with various counterparties in accordance with established

Board approved credit limits as to credit rating and dollar value but does not require collateral or other security except in limited

circumstances. In accordance with the established counterparty limits, there are no significant concentrations of credit risk in respect

of these financial instruments and no loss is expected.

The Group has not renegotiated the terms of any financial assets that would otherwise be overdue or impaired. The carrying amount of

non-derivative financial assets represents the maximum credit exposure. The carrying amount of derivative financial assets is at their

current fair value.

132

Fletcher Building Limited Annual Report 2024

19.4 FAIR VALUES
The estimated fair value measurements for financial assets and liabilities compared to their carrying values in the Consolidated Balance

Sheet, are as follows:

20242023

Classification

Carrying

value

NZ$M

Fair value

NZ$M

Carrying

value

NZ$M

Fair value

NZ$M

Financial assets

Cash and liquid depositsAmortised cost

311311

365 365

DebtorsAmortised cost

799799

1,109 1,109

Forward exchange contracts - fair value through profit or lossFair value

22

2 2

Forward exchange contracts - cash flow hedgeFair value

11

8 8

Cross currency interest rate swaps - split designationFair value

3232

30 30

Cross currency interest rate swaps - cash flow hedgeFair value

77

7 7

Interest rate swaps - cash flow hedgeFair value

66

13 13

Commodity price swaps - cash flow hedgeFair value

88

2 2

Total financial assets1,1661,166 1,536 1,536

Financial liabilities

Creditors and accrualsAmortised cost

1,0241,024

1,197 1,197

Bank loansAmortised cost

1,3021,302

946 946

Private placementsAmortised cost

489486

484 480

Other loansAmortised cost

2020

30 30

Capital notesAmortised cost

297274

343 315

Forward exchange contracts - fair value through profit or lossFair value

11

1 1

Forward exchange contracts - cash flow hedgeFair value

33

Cross currency interest swaps - split designationFair value

1313

1616

Interest rate swaps - cash flow hedgeFair value

22

4 4

Commodity price swaps - cash flow hedgeFair value

11

Total financial liabilities3,1 5 23,1 2 63,021 2,989

Total financial instruments(1,986)(1,960)(1,485)(1,453)

Fair value measurement

All of the Group's derivatives are in designated hedge relationships and are measured and recognised at fair value.

All derivatives are level 2 valuations based on accepted valuation methodologies. Forward exchange fair value is calculated using

quoted forward exchange rates and discounted using yield curves derived from quoted interest rates matching maturity of the contract.

The fair value of commodity price swaps is measured using a derived forward curve and discounted using yield curves derived from

quoted interest rates matching the maturity of the contract.

Interest rate derivatives are calculated by discounting the future principal and interest cash flows at current market interest rates that are

available for similar financial instruments.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) other than

quoted prices included within level 1.

Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value disclosures

The fair values of borrowings used for disclosure are measured under level 2, by discounting future principal and interest cash flows

at the current market interest rate plus an estimated credit margin that is available for similar financial instruments with a similar credit

profile to the Group.

The interest rates across all currencies used to discount future principal and interest cash flows are between 2.6% and 10.3% (2023: 2.7%

and 7.5%) including margins, for both accounting and disclosure purposes.

Notes to the Consolidated Financial Statements 2024 (Continued)

133

Fletcher Building Limited Annual Report 2024

Group Structure and Related Parties
This section details the Group's capital, non-controlling interest of subsidiaries, investments in associates and joint ventures and

information relating to transactions with other related parties.

20. DIVIDENDS AND SHAREHOLDER TAX CREDITS

Dividends

2024

NZ$M

2023

NZ$M

Full year dividend paid October 2022 (22.0 cents per share)172

Interim dividend paid April 2023 (18.0 cents per share)139

Full year dividend paid October 2023 (16.0 cents per share)

124

124

311

The Board determined that it would not declare a final dividend for the 2024 financial year.

Shareholder tax credits

Imputation and franking credits allow the Company to transfer the benefit from the tax it has paid in New Zealand and Australia respectively

to its shareholders when it pays dividends.

2024

NZ$M

2023

NZ$M

Imputation credit account

Imputation credits at the beginning of the year

37

67

Taxation paid

3

58

Imputation credits attached to dividend paid

(37)

(92)

Taxation payable 4

Imputation credits available for use in subsequent accounting periods

337

2024

NZ$M

2023

A$M

Franking credit account

Franking credits at the beginning of the year

38

38

Taxation paid

Franking credits received

Franking credits available for use in subsequent accounting periods

3838

21. CAPITAL

Ordinary shares are classified as shareholders’ funds. Costs directly attributable to the issue of new shares or options are shown in

shareholders’ funds as a reduction from the proceeds. Acquired shares are classified as treasury stock and presented as a deduction from

share capital under the treasury stock method, as if the shares are cancelled, until they are reissued or otherwise disposed of.

2024

NZ$M

2023

NZ$M

Share capital at the beginning of the year excluding treasury stock

2,993

3,003

Repurchase of shares(13)

Vested share-based payment

2

3

Share capital at the end of the year excluding treasury stock

2,995

2,993

All ordinary shares are issued and fully paid and carry equal rights in respect of voting, dividend payments and distribution upon

winding up.

Notes to the Consolidated Financial Statements 2024 (Continued)

134

Fletcher Building Limited Annual Report 2024

20242023
Number of ordinary shares issued and fully paid

Number of shares on issue at the beginning of the year

783,043,596

783,043,596

Repurchase of shares

Total number of shares on issue

783,043,596

783,043,596

Less shares accounted for as treasury stock

(6,322,384)

(6,655,828)

776,721,212

776,387,768

22. NON-CONTROLLING INTERESTS

Non-controlling interests are allocated their share of profit for the year in the Consolidated Income Statement and are presented separately

within equity in the Consolidated Balance Sheet. The effect of all transactions with non-controlling interests that change the Group’s

ownership interest but do not result in a change in control are recorded in equity.

2024

NZ$M

2023

NZ$M

Share capital

9

14

Reserves

2

13

11

27

23. INVESTMENTS IN ASSOCIATES, JOINT VENTURES AND JOINT OPERATIONS

A joint arrangement is an arrangement where two or more parties have joint control. The Group classifies its joint arrangements as either

joint operations or joint ventures depending on the legal, contractual and other rights and obligations.

Investment in joint ventures and associates

Investments in associates and joint ventures are measured using the equity method. The equity method has been used for associate entities

over which the Group has significant influence but not control.

Equity accounting

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s

share of the post-acquisition profits or losses of the investee in the Consolidated Income Statement, and the Group’s share of movements of

the investee’s other comprehensive income in the Consolidated Income Statement. Dividends received or receivable from associates and

joint ventures are recognised as a reduction in the carrying amount of the investment.

Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other

unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on

behalf of the other entity.

Joint operations

The Group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held

or incurred assets, liabilities, revenues and expenses. These have been incorporated in the Consolidated Financial Statements under the

appropriate headings.

2024

NZ$M

2023

NZ$M

Investment by associate/joint venture:

Wespine Industries Pty Ltd

71

72

Hexion Australia Pty Ltd

24

23

Altus NZ Limited

82

78

NX2 Hold LP

24

28

Other

20

24

221

225

Notes to the Consolidated Financial Statements 2024 (Continued)

135

Fletcher Building Limited Annual Report 2024

Equity accounted earnings comprise:2024
NZ$M

2023

NZ$M

Sales - 100%

257

596

Earnings before taxation - 100%

49

117

Earnings before taxation - Fletcher Building share

13

42

Taxation expense

(3)

(8)

Earnings after taxation - Fletcher Building share10

34

Interest in joint operations

The Group recognises its interest in the assets, liabilities, revenue and expenses of joint operations.

Principal activityPrincipal place of

business

2024

NZ$M

2023

NZ$M

Liveable StreetsMaintenanceAuckland

50%

50%

P2W Construction JVConstructionAuckland

50%

50%

Eastern Busway AllianceConstructionAuckland

60%

60%

Waterview Connection Joint OperationsConstructionAuckland

23%

23%

Kirkbride AllianceConstructionAuckland

56%

56%

Hamilton ExpresswayConstructionWaikato

61%

61%

Mackays to Peka PekaConstructionWellington

75%

75%

Transport Rebuild East CoastMaintenanceHawke's Bay

33%

Ground ImprovementConstructionCanterbury50%

24. RELATED PARTY DISCLOSURES

The disclosures below set out transactions and outstanding balances that Group companies and other related parties have with each other.

Key management personnel are defined as the Executive Committee and Board of Directors.

Sales to

related parties

NZ$M

Purchased from

related parties

NZ$M

Amounts owing

from related

parties (within

debtors)

NZ$M

Amounts owing

to related

parties (within

creditors)

NZ$M

2024

Wespine Industries Pty Ltd and Hexion Australia Pty Ltd395

Altus NZ Limited4

NX2 Hold LP19

Others32

2023

Wespine Industries Pty Ltd and Hexion Australia Pty Ltd42 6

Altus NZ Limited15

NX2 Hold LP72

Others4 6

As at 30 June 2024, the Group held no cash deposits on behalf of 2 alliances/joint operations (Mackays to Peka Peka and Hamilton

Expressway). The Group holds 75% and 61% respective interest in these alliances/joint operations.

Notes to the Consolidated Financial Statements 2024 (Continued)

136

Fletcher Building Limited Annual Report 2024

2024
NZ$M

2023

NZ$M

Key management personnel compensation

Directors' fees

2

2

Executive committee remuneration paid, payable or provided for:

Short-term employee benefits

12

18

Long-term employee benefits

2

2

Fletcher Building Retirement Plan

As at 30 June 2024, Fletcher Building Nominees Limited (the New Zealand retirement plan) held $2.1 million of shares in Fletcher

Building (2023: $3.5 million of shares).

Notes to the Consolidated Financial Statements 2024 (Continued)

137

Fletcher Building Limited Annual Report 2024

Other Information
This section provides additional required disclosures that are not covered in the previous sections.

25. CAPITAL EXPENDITURE COMMITMENTS

Capital expenditure commitments are those where future expenditure has been committed at year-end, but not recognised as liabilities

as follows:

2024

NZ$M

2023

NZ$M

Committed at year end

Property, plant and equipment and other long-term assets

114

284

26. CONTINGENT LIABILITIES

Contingent liabilities are possible legal or constructive obligations arising from past events and whose existence will be confirmed only by

occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. A contingent liability may

also be a present obligation arising from past events but is not recognised on the basis that an outflow of economic resources to settle the

obligation is not viewed as probable, or the amount of the obligation cannot be reliably measured. When the Group has a present obligation,

an outflow of economic resources is assessed as probable and the Group can reliably measure the obligation, a provision is recognised.

The Group, in the normal course of business, may be subject to legal claims and other exposures in respect of which no provision has been

made. Obligations assessed as having probable future economic outflows capable of reliable measurement are provided for at reporting

date and matters assessed as having possible future economic outflows capable of reliable measurement are included in the total amount of

contingent liabilities below.

Individually significant matters, including narrative on potential future exposures incapable of reliable measurement, are disclosed below, to

the extent that disclosure does not prejudice the Group.

Guarantees

In certain circumstances, the Group guarantees the performance of particular business units in respect of their obligations. This includes

bonding and bank guarantee facilities used primarily by the construction business as well as performance guarantees for certain Group

subsidiaries.

Contingent liabilities in relation to guarantees, claims and others

2024

NZ$M

2023

NZ$M

Contingent liabilities with respect to guarantees extended on trading transactions,

performance bonds and other transactions

426

391

Contingent liabilities with respect to claims

30

40

456431

Product claims

As noted in prior disclosures, including the 2023 Annual Financial Results, the 2024 Interim Financial Results and NZX announcements on

17 April 2023 and 13 October 2023, issues have been raised in respect of the hot and cold water polybutylene pipe product Iplex® Australia

previously manufactured (under the name "Pro-fit").

The issues relate to water leaks in homes, primarily built by group home builders in Western Australia, which have required repair or

replacement of the Pro-fit pipes and, in some cases, repair to damage to the affected homes.

Iplex® Australia started manufacturing Pro-fit with Typlex resin from mid-2017 and those products represented the bulk of sales after that

time. Iplex® Australia ceased the sale of Pro-fit in mid-2022. The Pro-fit product was sold into other states of Australia but not New Zealand.

Iplex® Australia is dependent on builders for information about the failures. Reports to Iplex® Australia are that, to date, about ~2,600 of the

houses constructed in Western Australia using Pro-fit with Typlex resin have experienced leaks. This represents ~98% of the total impacted

homes across Australia. Iplex® Australia estimates that there could be about 15,000 homes in Western Australia and another 15,000 in other

states that were built with Pro-fit with Typlex.

The Western Australia building regulator investigated the matter and, as earlier advised to the market, informed Iplex® Australia in August

2023 that "concerns were identified" regarding the manufacturing process used for Pro-fit by Iplex® Australia. That regulator also said it had

ruled out plumbing installation practices as being the cause of the leaks.

On 31 October 2023, WA Consumer Protection advised Iplex® Australia that it had commenced an investigation into whether there was

sufficient evidence to recommend that the WA Minister compulsorily recall Pro-fit which was manufactured using the Typlex resin. That

inquiry is on-going.

As previously advised, third party plumbers and builders in Western Australia have asserted that the cause of the Pro-fit plumbing failures is a

manufacturing defect by Iplex® Australia.

Iplex® Australia has undertaken or commissioned a substantial battery of tests to identify the cause of the plumbing failures. None has

identified a manufacturing defect. The information available to Iplex® Australia and the advice it has received from experts after completing

all the tests they require, clearly point to plumbing installation failures as the cause of the “leaks in homes”.

Notes to the Consolidated Financial Statements 2024 (Continued)

138

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
For some months, Iplex® Australia has participated in mediated discussions with relevant builders and the WA Government about whether an

industry response to the circumstances in Perth can be established.

As at the time of preparing these statements:

–while the mediated discussions remained constructive from Iplex® Australia’s perspective, they had not concluded and no time frame for

their conclusion has been set; and

–Iplex® Australia is not aware of what the outcome of the WA Consumer Protection’s investigation referred to above will be, what

recommendation it may make, when it may do so or how the WA Minister will respond to any such recommendation.

Under the relevant law, a recall is not dependant on whether the Pro-fit product is defective but, instead, whether the WA Minister

appropriately determines that it will or may injure a person and whether the suppliers are doing enough to prevent that. Iplex® Australia

believes a recall is not an available remedy in the circumstances and, in any event, would be manifestly inappropriate.

If there is a recall, the path forward and the implications for Iplex® Australia (and the Group) will be determined by the terms of that recall,

including geographic scope, timing and cost. A recall would also not preclude litigation or exposure to other legal risks.

If there is no recall, the path forward will be informed by the cause(s) identified, whether those matters are agreed or contested, whether an

industry response can be agreed with builders and Government (and, if so, its terms) , whether builders participate in that response or not,

whether regulator(s) and homeowners accept any proposed response plan and the availability of resources in the market to undertake work.

The range of outcomes of that work programme may include full or partial product replacement in the homes where Pro-fit was installed,

including in homes that have not and may not experience any leaks.

Class Action commenced: On 6 August 2024, a class action was served against Iplex® Australia in the Federal Court of Australia. The claim is

against Iplex® Australia only – not any builder or other supplier. The members of the class action are persons who acquired Pro-fit pipe using

Typlex-1050 resin between 1 July 2017 and 5 August 2024. The claim is not limited to homes built in Western Australia.

The claim alleges Iplex’s® pipes have an unusual propensity to experience crazing; slow crack growth; fracture of the polymer; rupture or

leakage; and/or escape of water. Two claims have been made against Iplex®:

–the affected pipes do not comply with the statutory guarantee that the product was “of acceptable quality” at the time of supply, pursuant

to section 54 of the Australian Consumer Law; and

–Iplex® engaged in misleading or deceptive conduct with respect to representations and omissions made in the course of selling the

affected pipes, pursuant to sections 18, 29 and 33 of the Australian Consumer Law.

The claim seeks a monetary award, comprising damages and interest. The loss claimed is broad and includes loss suffered as a result of

the reduction in the value of the relevant affected pipe; loss or damage suffered by reason of the breach (such as the costs of removing,

repairing, replacing and disposing of the affected pipe); actual and incidental costs of repair or replacement of any part of a building,

building part and/or possession damaged by the affected pipe; the reduction in any value of any building; and loss of amenity, vexation,

distress and disappointment.

–Members do not need to actually incur leaks to be eligible to participate in the class action.

–Iplex® Australia intends to defend the proceedings.

–Other legal claims against Iplex® Australia may arise, including via additional or competing consumer class actions or claims from builders

or regulators.

–Iplex® Australia’s exposure to future costs, if any, will depend on the final determination of a number of matters, including:

–whether a recall order is issued and, if so, the geographic scope and nature of its terms;

–the determination as to cause(s) of the leaks and the allocation of responsibility between Iplex® Australia and other parties, including

under the class action referred to above;

–whether Iplex® Australia is found to have liability on other grounds, such as under consumer protection laws, including under the class

action referred to above;

–whether an industry response is implemented, which industry players participate, and how costs are borne between the parties;

–the reason for, and the type and scale of remediation required, including the cost of undertaking it;

–other losses suffered by third parties as a result of the failures;

–if and how any relevant insurance policies respond;

–whether third party recovery or cross claims are possible and successful; and

–the time frames over which remediation/payments may be required.

At balance date, given current facts and circumstances, Iplex® Australia has concluded that the evidence obtained by it to date does not

establish it is responsible for the matter and it has no present obligation to any party beyond the Investigation Fund it has put in place (see

note 12). On that basis, no additional provision for any settlement relating to the matter is made in these financial statements.

If the mediated discussions referred to above result in an agreement to which Iplex® is party, it will announce that at the time, including its

estimate of the financial cost to it of such participation.

Ultimately, if Iplex® Australia is ordered to compulsorily recall the product or it is found to bear full or part responsibility for this issue, the

cost to it in performing a recall order, rectifying homes with Pro-fit installed and/or meeting any damages claims, fines and other costs could

have a material impact on the Group’s financial position. Disclosure of any possible impact would be materially prejudicial to the Group’s

commercial interests.

Construction defects

As part of its business, the Group’s Construction division has exposure for defects in construction projects post their completion. That exposure

arises either from the terms of the relevant contract or at law. As at 30 June 2024, the Group was subject to claims of this type. In assessing

them, the Group has applied estimates and judgements, including assessing the merits of the claim, the cost to repair and the likelihood of

receipt of payment or other recovery. These estimates and judgements may change as the claim or repair work progresses. The Group has

considered its exposure to the claims received to date and, where it considers appropriate to do so, has provided for them. There remains a risk

that, ultimately, the final exposure of the Group to these claims will be greater than the amount allowed.

139

Fletcher Building Limited Annual Report 2024

Class action proceedings
On 13 March 2023, the Group announced that class action proceedings had been filed against it in the Supreme Court of Victoria making

allegations that between 17 August 2016 and 23 October 2017 the Group misrepresented the performance and financial position of its

Building + Interiors (B+I) business and failed to disclose information as to its true financial position. The claim is brought on behalf of

shareholders who acquired an interest in fully paid ordinary shares in the Group on the Australian Securities Exchange or NZX Main Board

between those dates.

The Group is defending the proceedings. Based on current status of the proceedings, the claims made on behalf of shareholders have not yet

been and are not required to be quantified. As at 30 June 2024, it is not practicable to provide: (a) an estimate of the financial effect; (b) an

indication of the uncertainties relating to the amount or timing of any outflow; or (c) the possibility of any reimbursement.

27. TAXATION

The provision for current tax is the estimated amount due for payment during the next 12 months by the Group. The provision for deferred

tax has been calculated using the balance sheet liability method.

Deferred tax is recognised on tax losses, tax credits and on the temporary difference between the carrying amount of assets and liabilities

and their taxable value where recovery is considered probable. Deferred tax is not recognised on the following temporary differences:

–The initial recognition of goodwill; and

–The initial recognition of asset and liabilities for a transaction that is not a business combination and, at the time of the transaction, affects

neither the accounting nor taxable profit or loss.

There are no significant deferred tax liabilities in respect of the undistributed profits of subsidiaries and associates.

Judgements are required about the application of income tax legislation. These judgements and assumptions are subject to risk and

uncertainty as there is a possibility of future changes in the interpretation and/or application of tax legislation. This may impact the amount

of current and deferred tax assets and liabilities recognised in the Consolidated Balance Sheet and the amount of other tax losses and

temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised tax assets and liabilities

may require adjustment, resulting in a corresponding credit or charge to the Consolidated Income Statement.



The Organisation for Economic Co-operation and Development’s (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting

(BEPS) addresses the tax challenges arising from the digitalisation of the global economy. The BEPS Pillar Two model rules seek to apply a

15% global minimum tax across all jurisdictions and is expected to apply to the Group from 1 July 2024.


The Group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two

income taxes. The Pillar Two rules are enacted in countries in which the Group operates but not yet in effect. Since the Group does not have

significant operations in low-tax jurisdictions, the rules are not expected to have a material impact.

Below is the reconciliation of earnings before taxation to taxation expense:

2024

NZ$M

2023

NZ$M

Earnings before taxation - continuing operations

(24)

337

Taxation at 28 cents per dollar

(7)

94

Adjusted for:

Difference in tax rates2

Non-assessable income

(5)

(13)

Non-deductible expenses

34

4

Tax in respect of prior years

(1)

1

Removal of building depreciation

34


Tax expense on earnings - continuing operations55

88

Income tax expense on continuing operations is attributable to:

Tax on earnings before Significant Items

119

172

Tax benefit on Significant Items

(64)

(84)

Tax expense on earnings - continuing operations55

88

Notes to the Consolidated Financial Statements 2024 (Continued)

140

Fletcher Building Limited Annual Report 2024

2024
NZ$M

2023

NZ$M

Income tax expense on discontinued operations is attributable to:

Tax on earnings before Significant Items

1

1

Tax benefit on Significant Items

(15)

Tax expense on earnings - discontinued operations(14)1

Income tax expense is attributable to:

Total current taxation expense

(3)

130

Total deferred taxation benefit

44

(41)

Tax expense on earnings 41

89

Current tax assets/(liabilities)

Included within the Consolidated Balance Sheet as follows:

Current tax assets

28

6

Current tax liabilities

28

6

Movement during the year:

Opening provision for current tax assets

6

(107)

Taxation expense - current tax

(10)

(130)

Taxation expense - prior period adjustments

13

Transfer from deferred taxation50

Non-controlling interest share of taxation expense4

Tax recognised directly in reserves

1

(2)

Net tax payments

15

191

Other tax movements

3

Currency movement

28

6

Provision for deferred tax assets

Included within the Consolidated Balance Sheet as follows:

Deferred tax assets

136

193

136

193

Movement during the year:

Opening deferred tax assets

193

209

Taxation expense - current year movement

3

41

Taxation expense - prior period adjustment

(13)

Taxation expense - removal of building depreciation

(34)

Transfer from current tax(50)

Tax recognised directly in reserves

3

Acquisitions(5)

Reclassification to held for sale

(17)

Currency movement

1

(2)

136

193

Notes to the Consolidated Financial Statements 2024 (Continued)

141

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
2024

NZ$M

2023

NZ$M

Composed of:

Provisions and other liabilities

101

167

Inventories

15

16

Debtors

4

6

Property, plant and equipment

(68)

(37)

Brands

(69)

(85)

Tax losses

91

53

Right-of-use assets

(326)

(369)

Lease liabilities

393

444

Other

(5)

(2)

136

193

The net deferred tax asset balance of $136 million at 30 June 2024 largely comprises New Zealand and Australia carried forward tax

losses incurred in the current and prior periods, timing differences on the Group's provisions and net deferred tax asset on the Group's

right-of-use assets/liabilities. It is expected there will be sufficient future earnings in New Zealand and Australia to utilise the deferred tax

asset in each of these jurisdictions.


Removal of building depreciation (New Zealand)

During the year, the New Zealand Government passed legislation to remove commercial building depreciation for tax purposes, the

main asset impacted by the new legislation is the Winstone Wallboard's recently commissioned plasterboard plant in Tauriko (Bay of

Plenty, New Zealand). As a result, the Group's deferred tax liabilities have increased by $34 million with a one-off tax expense of $34

million recognised, as the tax base of the Group’s buildings in New Zealand reduced to nil.

28. RETIREMENT PLANS

Fletcher Building Limited is the principal sponsoring company of a plan that provides retirement and other benefits to employees of

the Group in New Zealand and Australia. Participation in this plan has been closed for a number of years, although defined contribution

savings plans have been made available.

The Group’s plan assets and liabilities in respect of individual defined benefit retirement plans are calculated separately for each plan by an

independent actuary, as being the fair value of the plan’s assets less the present value of the future obligations to the members. The value

of the asset recognised cannot exceed the present value of any future refunds from the plans or reductions in future contributions to the

plans, unless a constructive right to a refund of the surplus exists, in which case the amount to be refunded is recognised as an asset. In the

Group’s Consolidated Balance Sheet, plans that are in a surplus position are not offset with plans that are in a liability position. The refund of

the New Zealand surplus is subject to Financial Markets Authority (FMA) approval under FMCA 2013 Section 177.

Principal assumptions made in the actuarial calculation of the defined benefit obligation relate to the discount rate, rate of salary inflation

and life expectancy. The calculation of the defined benefit obligations is based on years of service and the employees' compensation

during their years of employment. Contributions are intended to provide not only for benefits attributed to service to date but also for those

expected to be earned in the future. A discount rate of 4.82% has been applied in 2024 on benefit obligations (2023: 4.76%). In applying

sensitivity analysis, a 1% lower discount rate assumption increases the defined benefit obligation by $12 million, whilst adding one additional

year of life expectancy of scheme members increases the obligation by $7 million.

The following table provides the weighted average assumptions used to develop the net periodic pension cost and the actuarial present

value of projected benefit obligations for the Group's plans:

2024

%

2023

%

Assumed discount rate on benefit obligations

4.82

4.76

Annual rate of increase in future compensation levels

2.39

2.37

Fletcher Building Limited has an obligation to ensure that the funding ratio of the New Zealand plan's assets is at least 115% of the plan's

actuarial liability. At 31 March 2024, the value of the plan assets was 199% of the actuarial liability and the funded surplus was $146

million (31 March 2023: 184%, $122 million).

During the year the Group contributed less than $1 million (2023: less than $1 million) in respect of its Australian defined benefit plans.

It contributed $51 million (2023: $58 million) in respect of its defined contribution plans worldwide, including Kiwisaver and Australia

Superannuation.

142

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
The net period pension cost recognised in the year in earnings before interest and taxation was $4 million (2023: $2 million). The Group

expects to contribute less than $1 million to its New Zealand and Australian defined benefit plans during the year to 30 June 2024. The

Group is currently not contributing to the New Zealand plan.

2024

NZ$M

2023

NZ$M

Recognised net asset

Assets of plans

367

348

Projected benefit obligation

(215)

(222)

Funded surplus

152

126

Asset ceiling effect

Recognised net asset152

126

Movement in recognised net asset

Recognised net asset at the beginning of the year

126

124

Currency translation(1)

Actuarial movements for the year

21

Net periodic pension cost

5

3

Recognised net asset152

126

Assets of the plans

Assets of plans at the beginning of the year

348

360

Actual return on assets

38

7

Total contributions

2

2

Benefit payments

(20)

(21)

Currency translation(1)

367

348

Assets of the plans consist of:

Australasian equities

30

29

International equities

141

136

Property

109

12

Bonds

20

93

Cash and short-term deposits

47

23

Other assets

20

55

367

348

Projected benefit obligation

Projected benefit obligation as at the beginning of the year

(222)

(236)

Service cost

(2)

(2)

Interest cost

(10)

(9)

Actuarial loss arising on changes in demographic assumptions

(1)

(1)

Actuarial gain arising on changes in financial assumptions9

Actuarial loss arising on other assumptions - experience adjustments

(1)

(3)

Benefit payments

20

22

Currency translation

1

(2)

(215)

(222)

143

Fletcher Building Limited Annual Report 2024

Notes to the Consolidated Financial Statements 2024 (Continued)
29. SHARE-BASED PAYMENTS

The Group has a number of employee incentive schemes, and whilst some are offered to all employees, others are offered only to specific

individuals.

All schemes are equity-settled share-based payment arrangements, accounted for under NZ IFRS 2 Share-based Payments and are measured

at fair value at grant date. The fair value of shares or options granted to employees is recognised as an employee expense in the Consolidated

Income Statement over the restrictive period, with the restrictive period being the period over which the service requirement of the

particular scheme is met, with a corresponding increase in the employee share-based payment reserve.

When shares or options vest and shares are awarded to employees, the amount in the share-based payment reserve relating to those

instruments is transferred to share capital. When share-based payments do not vest as a result of a market conditions not being met,

the amount in the share-based payment reserve is reclassified to retained earnings. When share-based payments do not vest due to a

performance condition not being met, any amount previously recognised is released to the Consolidated Income Statement.

Long-term incentive (LTI) share scheme

The Group has a long-term share-based performance incentive scheme targeted at selected employees most able to influence the

results of the Group (invited to participate at the discretion of the Company). The aim is to drive long-term, sustainable results and

create shareholder value by aligning our most senior people with the shareholders' interests, ensuring value is only created for our

people where relative Total Shareholder Return (TSR) is realised.

The long-term share scheme allows scheme participants to acquire shares in the Company at market price (i.e. face value at the time of

grant), funded by an interest-free loan from the Group. The scheme participants are entitled to vote on the shares and to receive cash

dividends, the proceeds of which are used to reduce the loan. The shares are held in trust for the scheme participants by the Trustee,

Fletcher Building Share Schemes Limited.

Entitlement under the scheme is dependent upon the Group's TSR exceeding the 51st percentile of the TSR of the comparator Group

over a three year restricted period. Scheme participants can elect to extend the restrictive period for an additional year if the Group's

TSR means that the vesting level is between the 51st and 75th percentile of the comparator Group. The three-year restrictive period is

automatically extended for an additional year if the minimum vesting threshold is not met.

At the end of the restrictive period or any extension, the Group will pay a bonus to the executives to the extent that performance hurdles

have been met, the after-tax amount of which will be generally sufficient for the scheme participants to repay the balance of the loan in

respect of the shares which are to be transferred.

During the 2022 year, there was an introduction of a return on funds employed (ROFE) measure in addition to the current relative Total

Shareholder Return (rTSR) measure. The use of ROFE in the LTI share scheme aligns to the Group's focus on performance and growth.

The weighting of rTSR has been adjusted from 100% to 50% with ROFE sitting at 50%. For both measures, 0% vests at threshold

and 100% at maximum (i.e. up to 50% for each measure) with straight-line vesting in between. All ROFE grants do not include the

opportunity to extend the restrictive period.

If the TSR performance hurdles are not met or are only partially met and the shares do not transfer to the scheme participants, the

amount in the share-based payments reserve will remain in equity and will not be released to earnings, with the trustee acquiring the

beneficial interest in some or all of the relevant shares. No expense is recognised (and any previously recognised expense is reversed)

for awards that do not vest because ROFE and/or service performance conditions have not been met. The loan provided in respect

of those shares which do not transfer to the scheme participants (the unvested shares) will be novated to the trustee and will be fully

repaid by the transfer of the unvested shares.

The following are details with regard to the scheme:

2023

Award

2022

Award

2021

Award

2020

Award

Grant date1 September 20231 September 20221 July 20211 July 2020

Number of shares granted745,440616,654 395,085 1,998,635

Market price per share at grant date$4.88$5.61$ 7.4 8$3.66

Total value at grant date (NZ$)$3,637,747$3,459,429$2,955,236$7,315,004

Vesting date31 August 202631 August 202530 June 202430 June 2023

Number of shares:

Number of shares originally granted745,440616,654 395,085 1,998,635

Less forfeited/unvested over life of scheme(32,544)(52,570)(663,058)

Less vested over life of scheme(40,803)

Number of shares held at 30 June 2024712,896564,084395,0851,294,774

Cumulative number of shares held2,966,8392,253,9431,689,8591,294,774

* As of 1 July 2024, the 2020 award scheme did not vest. The Group has also assumed that the ROFE component of the 2022 scheme will not vest.

144

Fletcher Building Limited Annual Report 2024

2024
NZ$M

2023

NZ$M

Total fair value expense in year for LTI

2

4

Amount recognised at year end in the share based payment reserve

10

16

Fair value has been determined using Monte Carlo valuation methodology.

Deferred short-term incentive (STI) plan

A senior short-term incentive (STI) share-based payment scheme has been put in place for selected senior employees (invited to

participate at the discretion of the Company), which is recognised on the achievement of the Group and individual performance

objectives using a balanced scorecard. The aim is to align the financial interests of participating senior employees with the Company’s

shareholders and recognise the differing priorities, and development phases in which our businesses are operating through individual

targets and measures.

The scheme grant date is 1 July each year, with 1 July 2021 being the first scheme offered. Following the release of the final audited

financial year results, the selected employees STI's are split between a cash payment and a deferred STI portion entitling the employee

to share rights. Achievement is calculated based on various non-market conditions specific to the individual, safety goals, as well as

financial goals and is performed one year after grant date, generally in September, with the cash component settled at this time. The

share rights portion of award convert into Fletcher Building ordinary shares two years from achievement date, where the number of

share rights awarded are determined based on the share price at 30 June, one year after grant date. For most employees, the award is

subject to the participant remaining employed with the Group for three years.

2024

NZ$M

2023

NZ$M

Total fair value expense in year for deferred STI

3

5

Employee retention share scheme

The employee retention share scheme is a special retention arrangement in the form of one-off share-based payments that have been put

in place for certain senior management and executives.

2024

NZ$M

2023

NZ$M

Total fair value expense in year for employee retention share scheme1

Employee share purchase scheme - FBuShare

FBuShare is Fletcher Building’s employee share purchase scheme available to all eligible Group employees. The plan aims to connect

our people with our performance, and to promote employee engagement and retention. Employees purchase shares (purchased shares)

at market prices in the Group and, if they continue to be employed after a three-year qualification period, they become entitled to

receive one bonus award share for every two shares purchased in the first year of each qualification period and still owned at the end

of that period. FBuShare does not require any performance criteria to be met. FBuShare has a minimum contribution rate of NZ$250

per annum and a maximum contribution rate of NZ$5,000 per annum (or the equivalent currency in other countries) of the employees'

after-tax pay. Directors are not eligible to participate in FBuShare.

Dividends paid will be re-invested in additional shares. Employees will receive award shares on any additional shares, subject to the

same conditions set out above. The employees are responsible for any income tax liability payable on dividends and on the value of any

award shares.

At the end of each three-year qualification period, employees may continue to hold any purchased, additional and award shares or they

may sell some or all of the shares.

During the year, approximately 0.4 million award shares vested. At 30 June 2024, approximately 1.8 million shares would be required to

satisfy the obligation to provide award shares to FBuShare participants based on the purchased share balances.

2024

NZ$M

2023

NZ$M

Total fair value expense in year for employee share purchase scheme

2

1

30. SUBSEQUENT EVENTS

Divestment of Tradelink®

On 12 August 2024, the Group announced that it has entered into an agreement with Metal Manufactures Pty Limited to sell 100% of the

shares in Tradelink® for A$170 million. As a result, an additional impairment of $36 million (A$32.5 million) was recognised at 30 June

2024, refer to note 2.2 and note 2.3 and note 2.4.

Divestment of Higgins® Fiji

On 31 July 2024, following receipt of regulatory approvals, the Group successfully completed the transaction to divest 50% of the

Higgins® Fiji construction business. The Group also fully repaid and cancelled the FJ$20 million term loan with ANZ Fiji, the loan was

fully drawn as at 30 June 2024, refer to note 2.3 and note 2.4.

Notes to the Consolidated Financial Statements 2024 (Continued)

145

Fletcher Building Limited Annual Report 2024

Independent Auditor's Report
Independent Auditor's Report to the Shareholders of Fletcher Building Limited

Opinion

We have audited the financial statements of Fletcher Building Limited (the “Company”) and its subsidiaries (together the

“Group”) on pages 87 to 145, which comprise the consolidated balance sheet of the Group as at 30 June 2024, and the

consolidated income statement, consolidated statement of comprehensive income, consolidated statement of movements

in equity and consolidated statement of cash flows for the year then ended of the Group, and the notes to the consolidated

financial statements including material accounting policy information.

In our opinion, the consolidated financial statements on pages 87 to 145 present fairly, in all material respects, the consolidated

financial position of the Group as at 30 June 2024 and its consolidated financial performance and cash flows for the year then

ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial

Reporting Standards.

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to

the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the

Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under

those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for

Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing

and Assurance Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Ernst & Young provides agreed upon procedures, taxation compliance and financial statement preparation services to the

Group. Partners and employees of our firm may deal with the Group on normal terms within the ordinary course of trading

activities of the business of the Group. We have no other relationship with, or interest in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

consolidated financial statements of the current year. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion

on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section

of the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures

designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our

audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion

on the accompanying consolidated financial statements.

146

Fletcher Building Limited Annual Report 2024

Independent Auditor's Report (Continued)
Long-term fixed price construction contracts

Why significantHow our audit addressed the key audit matter

A substantial amount of the Group's revenue

relates to revenue from construction

contracts. Where these contracts are fixed

price and have a long-term duration, revenue

and margin are recognised over time as the

services are performed. This is calculated

based on the proportion of total costs

incurred at the reporting date compared

to the Group's estimation of total costs of

the contract, applied to the total expected

revenue from the relevant contract. Expected

revenue comprises fixed contractual revenue

and where relevant other amounts, for

example variations due to scope changes

or extension of time claims. Where the

unavoidable costs of meeting the obligations

under a contract exceed the economic

benefits expected to be received under that

contract, an onerous contract provision is

recorded for the difference between these

amounts.

There is a high level of management

judgement and estimation involved in

accounting for the Group's fixed price and

long-term duration construction contracts, in

particular relating to:

• initial forecasting of total cost to

complete, including the estimation of

cost contingencies for contracting risks,

and revisions to these forecast costs as a

result of events or conditions that occur

during the performance of the contract

or are expected to occur to complete the

contract;

• the recognition of variable consideration

based on an assessment by the Group

as to whether it is highly probable that

the amount will be approved by the

customer and therefore recovered; and

• the consideration of the unavoidable

cost and economic benefits expected

when a contract has become onerous.

Disclosures regarding the Group's

construction contracts are included in notes

3, 4, 12 and 26 of the financial statements.

In obtaining sufficient appropriate audit evidence, we:

• confirmed our understanding of the Group's processes regarding

accounting for contract revenues and costs. We tested controls including:

–the performance of monthly project reviews, which involves management

assessing key aspects of contract performance; and

–the project reviews undertaken by the divisional and Group management

and Audit & Risk Sub-Committee.

• selected a sample of contracts for testing based on a number of quantitative

and qualitative factors. These qualitative factors included known or expected

to be onerous contracts, those with significant deterioration of forecast

margin, significant unapproved variations and claims and other factors which

might indicate a greater level of judgement was required by the Group. For

the contracts selected, where relevant and appropriate, we:

– read the key contract terms and conditions to evaluate and address any

identified risks arising from the specific contract type;

– tested controls as they pertain to contract costs incurred in the year

and validated a sample of costs incurred in the year to supporting

documentation;

– sample tested the estimated costs to complete, where material, by

agreeing key forecast cost assumptions to underlying evidence such

as subcontractor quotes, historical costs, employment records or

agreements with subcontractors;

– evaluated the Group's ability to forecast total cost to complete by

analysing the accuracy of previous forecasts to actual outcomes or to

current estimates of cost to complete, assessing the reason for changes

to the estimate;

– evaluated, utilising our legal specialists where appropriate, external legal

and construction experts' reports on contentious matters, to identify

factors which might influence the recognition of variable consideration or

liquidated or other damages included in management's assessment of the

least net cost to fulfil onerous contracts;

– checked variable consideration to supporting documentation taking into

account relevant contractual terms, and where appropriate, executive

leadership team and Board approvals;

– evaluated the competence, capabilities and objectivity of the external

experts utilised by the Group to support the best estimate of onerous

contract provisions;

– evaluated contract performance in the period since year end to the date

of this report to assess the Group's year end judgements in respect of

revenue recognition and forecast costs to complete; and

– evaluated any insurance recoveries relevant to the expected value of

onerous contract provisions. In these situations, we considered whether

forecast recovery assumptions were appropriate and whether incurred

and costs claimed and expected to be claimed were within the total

indemnity limits and the sub limits, if relevant; and

• considered the adequacy of the associated disclosures in the financial

statements including whether they appropriately describe the assumptions

made and uncertainties in estimating the onerous contract provisions.

147

Fletcher Building Limited Annual Report 2024

Independent Auditor's Report (Continued)
Goodwill and intangible assets with indefinite useful lives impairment assessment

Why significantHow our audit addressed the key audit matter

The Group holds goodwill and intangible assets

with indefinite useful lives of $877 million at 30

June 2024. An impairment of $222 million has been

recognised during the year ended 30 June 2024.

The recoverable amount of the Group’s Cash

Generating Units (“CGUs”) is determined each

reporting period by reference to valuations

prepared using discounted cash flow models

(“DCF models”). DCF models contain significant

judgement and estimation in respect of future cash

flow forecasts, discount rate and terminal growth

rate assumptions. Changes in certain assumptions

can lead to significant changes in the assessment of

the recoverable amount.

Disclosures regarding the Group’s key assumptions

adopted and the sensitivity to reasonably possible

changes in key assumptions which could result in

impairment for higher risk CGUs are included in

note 2.3 of the financial statements.

Disclosures regarding the Group’s impairment

recognised are included in note 2.2 and note 2.3 of

the financial statements

In obtaining sufficient appropriate audit evidence, we:

• understood the Group's goodwill and intangible assets with

indefinite useful lives impairment assessment process and

identified relevant controls;

• assessed the Group's determination of CGUs and those CGUs

considered to have a higher risk of impairment based on our

understanding of the nature and financial performance of the

Group's business units;

• obtained the Group's DCF models and, for those CGUs with a

higher risk of impairment, agreed earnings before interest and

tax forecasts to a combination of the Board approved FY25

budget and the FY26 - FY27 strategic plan;

• assessed key inputs to the DCF models including future cash

flow forecasts, allocation of corporate costs, discount rates

and terminal growth rates;

• considered the accuracy of previous Group cash flow

forecasting to inform our evaluation of forecasts included in

the DCF models;

• for those CGUs with a higher risk of impairment, involved

our valuation specialists to assess the Group's discount and

terminal growth rates. Our valuation specialists were also

involved in benchmarking the Group's assessed recoverable

values with relevant market multiples and assessing the

clerical accuracy of the DCF models;

• performed sensitivity analysis in relation to the discount rate,

terminal growth rate and forecast cash flows to consider the

potential impact of changes in these assumptions;

• for the CGU's where goodwill and intangible assets with

indefinite useful lives were determined to be impaired and an

impairment was recognised, where relevant we:

–assessed the output of the DCF models against the

carrying value of the CGUs to assess the calculation of the

impairment recognised;

– assessed indicative bids for CGUs classified as held for sale

to assess the impairment recognised, if any;

– assessed signed sale and purchase agreement(s) and

verified any impairment loss recognised for CGUs disposed

of subsequent to balance date; and

• considered the adequacy of the associated disclosures in the

financial statements particularly focusing on the disclosure

of the CGUs where the impairment assessment is sensitive

to reasonably possible changes in assumptions and the

disclosure related to the CGUs where an impairment has been

recognised.

148

Fletcher Building Limited Annual Report 2024

Independent Auditor's Report (Continued)
Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the annual report, which includes information other than the consolidated

financial statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained during the audit, or otherwise appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial

statements in accordance with New Zealand Equivalents to International Financial Reporting Standards and International

Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparation of

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf of the entity the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless the directors either intend to liquidate the Group or cease operations, or have no realistic alternative

but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards

on Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located at the External Reporting

Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/.

This description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Brent Penrose.

Chartered Accountants

Auckland

21 August 2024

149

Fletcher Building Limited Annual Report 2024

Statutory Disclosures
DISCLOSURE OF INTERESTS BY DIRECTORS

The following are particulars of general disclosures of interest by directors during the 12 months ending 30 June 2024, pursuant

to section 140(2) of the Companies Act 1993. The director will be regarded as interested in all transactions between Fletcher

Building and the disclosed entity. Changes to entries disclosed during the year to 30 June 2024 are noted in brackets, for the

purposes of section 211(1)(e) of the Companies Act 1993.

Barbara ChapmanFletcher Building Industries Limited

(Director, appointed Acting Chair 4 March 2024)

Acting Chair

Genesis Energy LimitedChair

NZME LimitedChair

The New Zealand Initiative LimitedDeputy Chair

Bank of New ZealandDirector

Two Tin Pigs LimitedDirector

Martin Brydon

(stepped down

30 June 2024)

Duratec LimitedChair

Brydon Investment Holdings Pty LimitedDirector

Fletcher Building Industries Limited (stepped down 30 June 2024)Director

Rytysh Pty LimitedDirector

Peter CrowleyBarrambin Trading Company Pty LimitedDirector

Fletcher Building Industries LimitedDirector

The Riverside Coal Transport Company Pty LimitedDirector

Sandra DoddsBeca Group Limited (resigned 31 March 2024)Director

Contact Energy LimitedDirector

Fletcher Building Industries LimitedDirector

OceanaGold CorporationDirector

Snowy Hydro LimitedDirector

Bruce Hassall

(stepped down

4 March 2024)

Fletcher Building Industries Limited (stepped down 4 March 2024)Chair

Prolife Group Holdings LimitedChair

The Farmers' Trading Company LimitedChair

Fonterra Co-operative Group LimitedDirector

Vector Limited (appointed 31 October 2023)Director

Rob McDonald

(stepped down

30 June 2024)

Contact Energy LimitedChair

The University of Auckland Business School Advisory BoardChair

AIA New Zealand Limited (resigned 1 October 2023)Director

Chartered Accountants Australia and New ZealandDirector

FleetPartners Group Limited (appointed 15 November 2023)Director

Fletcher Building Industries Limited (stepped down 30 June 2024)Director

RSMcDonald Services LimitedDirector

McDonald Family TrustTrustee

The University of Auckland CouncilMember

Cathy QuinnFertility Associates Holdings LimitedChair

Tourism Holdings LimitedChair

Fletcher Building Industries LimitedDirector

Fonterra Co-operative Group LimitedDirector

Rangatira LimitedDirector

Pin Twenty Limited (corporate trustee of Kintyre Trust)Director / Shareholder

MinterEllisonRuddWattsConsultant

The University of Auckland CouncilPro-Chancellor

150

Fletcher Building Limited Annual Report 2024

There were no specific disclosures made during the year of any interests in transactions entered by Fletcher Building or any of its
subsidiaries by a director.

INFORMATION USED BY DIRECTORS

There were no notices from directors of the Company requesting to disclose or use Company information received in their

capacity as directors.

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, Fletcher Building has continued

to indemnify and insure its directors, executives and employees acting on behalf of the Company, against potential liability or

costs incurred in any proceeding, except to the extent prohibited by law. The insurance does not cover liabilities arising from

criminal actions.

DIRECTORS' HOLDING OF SECURITIES

The policy of the Board is that non-executive directors (or their associates) hold at least 40,000 shares in the Company, or a

number equivalent to a director’s base fee at the time of joining the Board, to demonstrate their commitment and alignment with

the Company. Directors have three years from their date of appointment to accumulate that holding. Non-executive directors do

not participate in any Company share or option plan.

DISCLOSURE OF DIRECTORS’ INTERESTS IN SECURITIES

Securities of the Company in which each director has a relevant interest at 30 June 2024.

DirectorOwnershipOrdinary SharesCapital Notes

Barbara Chapman (Acting Chair)Beneficial50,000

Martin Brydon

(1)

Beneficial30,000

Peter CrowleyBeneficial50,000

Sandra DoddsBeneficial15,000

Rob McDonald

(1)

Beneficial60,000

Cathy QuinnBeneficial40,000

Non-Beneficial

(2)

121,19725,185,500

(1) Martin Brydon and Rob McDonald stepped down from the board effective 30 June 2024.

(2) Cathy Quinn also held a non-beneficial interest in securities as a director/shareholder of Pin Twenty Limited (corporate trustee of Kintyre Trust).

DISCLOSURE OF DIRECTORS’ INTERESTS IN SHARE TRANSACTIONS

Directors disclosed, pursuant to section 148(2) of the Companies Act 1993, the following acquisitions or disposals of relevant

interests in Fletcher Building securities during the year ended 30 June 2024.

DirectorDate of transactionNature of relevant interestConsideration

Number of

securities

Sandra Dodds30 October 2023On-market purchase of ordinary sharesNZ $59,58615,000

Barbara Chapman1 November 2023On-market purchase of ordinary sharesNZ $43,88810,000

Peter Crowley1 November 2023On-market purchase of ordinary sharesAU $39,86710,000

Cathy Quinn

(1)

15 March 2024

Redemption on maturity of Fletcher Building

Industries capital notes

NZ $6,350,000(3,175,000)

(1) Non-beneficial interest in securities as a director/shareholder of Pin Twenty Limited (corporate trustee of Kintyre Trust).

Statutory Disclosures (Continued)

151

Fletcher Building Limited Annual Report 2024

Statutory Disclosures (Continued)
STOCK EXCHANGE LISTINGS

Fletcher Building’s ordinary shares are listed and quoted on the Main Board of NZX Limited and the Australian Securities

Exchange (ASX) under the company code ‘FBU’. Fletcher Building’s listing on the ASX is as a Foreign Exempt Listing. Fletcher

Building must comply with the NZX Listing Rules but is exempt from almost all of the ASX Listing Rules. For the purposes of ASX

Listing Rule 1.15.3, Fletcher Building confirms that it continues to comply with the NZX Listing Rules.

In addition, Fletcher Building Limited maintains a sponsored Level 1 American Depositary Receipt (ADR) programme with

Deutsche Bank Trust Company Americas (Deutsche Bank). The ADRs trade over the counter in the United States of America (US)

under the ticker code ‘FCREY’, with each ADR representing two ordinary Fletcher Building shares. US investors may prefer to

purchase ADRs rather than ordinary shares in Fletcher Building’s home market because ADRs trade, clear and settle according to

US market conventions.

EXERCISE OF NZX DISCIPLINARY POWERS

Neither NZX or ASX has taken any disciplinary action against Fletcher Building during the financial year ended 30 June 2024 and

there was no exercise of powers by NZX under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer)

with respect to Fletcher Building during the reporting period.

NZX WAIVERS

There were no waivers granted by NZX or relied on by Fletcher Building Limited in the 12 months preceding 30 June 2024.

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 30 JUNE 2024

The total number of voting securities of Fletcher Building at 30 June 2024 was 783,043,596 fully paid ordinary shares, each

conferring on the registered holder the right to one vote on a poll at a meeting of shareholders.

Size of holdingNumber of shareholders% of shareholdersNumber of ordinary shares% of ordinary shares

1 - 1,00015,37646.03 6,470,1740.83

1,001 - 5,00012,13236.32 29,708,5803.79

5,001 - 10,0003,0969.27 22,433,3122.87

10,001 - 100,0002,6247.86 62,339,2257.9 6

100,001 Over1740.52 662,092,30584.55

Tot al33,402100.00783,043,596100.00

SUBSTANTIAL PRODUCT HOLDERS

According to notices given under the Financial Markets Conduct Act 2013, the following persons were a substantial product

holder of the Company as at 30 June 2024. The total number of voting securities of Fletcher Building Limited at 30 June 2024

was 783,043,596 fully paid ordinary shares.

Substantial product holder

Number of ordinary shares in

which relevant interest is heldDate of notice

Allan Gray Australia Pty Ltd (Allan Gray

Australia) and its related bodies corporate

110,889,91017 April 2024

152

Fletcher Building Limited Annual Report 2024

20 LARGEST SHAREHOLDERS AS AT 30 JUNE 2024
Holder Name

Number of

ordinary shares% of issued capital

Citicorp Nominees Pty Limited91,736,54411.72

HSBC Custody Nominees (Australia) Limited69,756,5978.91

JP Morgan Nominees Australia Limited62,456,6497.98

Citibank Nominees (New Zealand) Limited - NZCSD58,848,1377.52

BNP Paribas Nominees (NZ) Limited - NZCSD40,975,4205.23

HSBC Nominees (New Zealand) Limited A/C State Street - NZCSD39,326,8825.02

HSBC Nominees (New Zealand) Limited - NZCSD33,210,0764.24

JPMorgan Chase Bank NA NZ Branch - Segregated Clients Acct - NZCSD27, 287,8 523.48

Accident Compensation Corporation - NZCSD25,737,3103.29

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited - NZCSD22,982,9512.94

BNP Paribas Nominees Pty Ltd19,350,1702.47

New Zealand Depository Nominee Limited15,661,5492.00

TEA Custodians Limited Client Property Trust Account - NZCSD15,354,7371.96

JBWere (NZ) Nominees Limited13,737,0 111.75

ANZ Wholesale Australasian Share Fund - NZCSD12,686,104 1.62

Custodial Services Limited9,684,845 1.24

Simplicity Nominees Limited - NZCSD7,8 6 0,025 1.00

FNZ Custodians Limited6,245,967 0.80

BNP Paribas Noms Pty Ltd5,960,019 0.76

ANZ Custodial Services New Zealand Limited - NZCSD5,332,911 0.68

Tot al584,191,75674.61

New Zealand Central Securities Depository Limited (NZCSD) provides a custodial depository service which allows electronic

trading of securities to members. It does not have a beneficial interest in these securities. As at 30 June 2024, total holding in

NZCSD was 298,220,139 or 38.08% of shares on issue.

AUDITOR FEES

EY has continued to act as auditors of the Group. Please refer to note 7 of the consolidated financial statements for audit fees

paid to EY in the financial year to 30 June 2024.

CREDIT RATING

The Group was assigned a rating of Baa2 from Moody’s Investors Services with a stable outlook in October 2023. This was

amended to a Baa3 with a negative outlook in June 2024.

DONATIONS

Please refer to note 7 of the consolidated financial statements for donations made in FY24. All political donations must be

approved by the Board.

Statutory Disclosures (Continued)

153

Fletcher Building Limited Annual Report 2024

SUBSIDIARY COMPANY INFORMATION
The persons listed below respectively held office as directors of Fletcher Building Limited or one or more of its subsidiary

companies as at 30 June 2024, or in the case of those persons with the letter (R) after their name ceased to hold office during the

year. Except where shown below, Fletcher Building’s indirect ownership interest in these companies as at 30 June 2024 was 100%.

No employee of Fletcher Building appointed as a director of a Fletcher Building Limited company retains any remuneration or other

benefits, as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant

bandings for remuneration disclosed in the Employee Remuneration section. Except where shown below, no other director of any

subsidiary company within the Group receives director’s fees or other benefits as a director.

CompanyDirectors

Amatek Holdings Pty LimitedM Brodie (R), B McKenzie, G O’Reilly

Amatek Industries Pty LimitedM Brodie (R), B McKenzie, G O’Reilly

Amatek Investments Pty LimitedM Brodie (R), B McKenzie, G O’Reilly

Approach Signs LimitedP Boylen, B McKenzie

Bandelle Pty LimitedM Brodie (R), B McKenzie, G O’Reilly, N Sekul (R)

Baron Insulation Pty LimitedB McKenzie, G O’Reilly, A Rowe

Brian Perry Civil LimitedP Boylen, B McKenzie

Building Prefabrication Solutions LimitedJ Jang, B McEwen (R), B McKenzie

Burnham 2020 LimitedB McKenzie, N Traber

Cleaver Building Supplies Limited (75%)M Cleaver, J Jang, B McEwen (R)

Clever Core New Zealand LimitedS Evans, B McKenzie

Crane Enfield Metals Pty LimitedM Brodie (R), B McKenzie, G O’Reilly

Crane Group Pty LimitedM Brodie (R), B McKenzie, G O’Reilly

Crane Share Plan Pty LimitedM Brodie (R), B McKenzie, G O’Reilly

Crevet Pipelines Pty LimitedP Lavelle, B McKenzie, G O’Reilly

Crevet Pty LimitedM Brodie (R), B McKenzie, G O’Reilly

CTCI Pty Limited

J Burgess (R), S Leagh-Murray, B McKenzie, J Nicolazzo (R),

G O’Reilly, K Taneja (R)

Delcon Holdings (No. 11) LimitedD Fradgley (R), H McBeath, B McKenzie

ee-Fit Pty LimitedB McKenzie, G O’Reilly, A Rowe

FBHS (Aust) Pty LimitedB McKenzie, G O’Reilly, D Orr

FBII (Puhoi) LimitedP Boylen, B McKenzie

FBSOL Pty LimitedB McKenzie, G O’Reilly, D Orr

Fletcher Building (Australia) Pty LimitedM Brodie (R), A Clarke (R), B McKenzie, G O’Reilly, N Sekul (R)

Fletcher Building (Fiji) Pte LimitedP Boylen, A Henderson, A Kumar, A Morton (R)

Fletcher Building Educational Fund LimitedC Carroll, J McDonald, P Muir (R), R Rendle

Fletcher Building Holdings LimitedA Clarke (R), B McKenzie, H Wong

Fletcher Building Holdings New Zealand LimitedA Clarke (R), B McKenzie

Fletcher Building Industries Limited

M Brydon, B Chapman, P Crowley, S Dodds, B Hassall (R),

R McDonald, D McKay (R), C Quinn

Fletcher Building Limited

M Brydon, B Chapman, P Crowley, S Dodds, B Hassall (R),

R McDonald, D McKay (R), C Quinn

Fletcher Building Nominees Limited

M Binns, J Chapman, G Clarke (R), H McKenzie, C Munkowits,

G Niccol, T Williams

Fletcher Building Products Australia Pty LimitedM Brodie (R), B McKenzie, G O’Reilly

Fletcher Building Products LimitedH McBeath, B McKenzie

Fletcher Building Share Schemes LimitedJ Chapman, G Niccol

Statutory Disclosures (Continued)

154

Fletcher Building Limited Annual Report 2024

Statutory Disclosures (Continued)
CompanyDirectors

Fletcher Building Welfare Fund Nominees LimitedD Lucas, S Schulz, D Sixton, C Stewart

Fletcher Challenge Building UK LimitedS Evans, B McKenzie

Fletcher Challenge Forest Industries LimitedS Evans, B McKenzie

Fletcher Concrete and Infrastructure LimitedH McBeath, B McKenzie, N Traber

Fletcher Construction (Solomon Islands) LimitedP Boylen, A Henderson, A Morton (R)

Fletcher Construction Buildings LimitedP Boylen, B McKenzie

Fletcher Construction Company (Fiji) Pte LimitedP Boylen, A Kumar, J Matthews (R)

Fletcher Construction Holdings LimitedP Boylen, B McKenzie

Fletcher Construction Infrastructure LimitedP Boylen, B McKenzie

Fletcher Construction Management Services LimitedP Boylen, B McKenzie

Fletcher Development LimitedS Evans, B McKenzie

Fletcher Distribution LimitedJ Jang, B McEwen (R), B McKenzie

Fletcher Industries Australia Pty LimitedM Brodie (R), B McKenzie, G O’Reilly, N Sekul (R)

Fletcher Insulation Pty LimitedB McKenzie, G O’Reilly, A Rowe

Fletcher Morobe Construction LimitedP Boylen, R Simpson

Fletcher Property LimitedA Clarke (R), B McKenzie

Fletcher Residential LimitedS Evans, B McKenzie

Fletcher Steel LimitedH McBeath, B McKenzie

Fletcher Wood Products LimitedH McBeath, B McKenzie

Gatic Pty LimitedP Lavelle, B McKenzie, G O’Reilly

Geraldton Independent Building Supplies Pty Limited

J Burgess (R), S Leagh-Murray, B McKenzie, J Nicolazzo (R),

G O’Reilly, K Taneja (R)

Higgins Contractors LimitedP Boylen, B McKenzie

Higgins Group Holdings Li

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