Capital Change - Placement & Institutional Entitlement Offe

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


NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Capital Change Notice for Placement and Institutional Entitlement Offer

Auckland, 30 September 2024: Fletcher Building Limited (“Fletcher Building” or the
“Company”) provides the attached Capital Change Notice pursuant to NZX Listing Rule
3.13.1. This notice relates to the issue of an aggregate total of 244,806,536 new ordinary
shares (“New Shares”) under the placement (“Placement”) and the institutional
component of the accelerated non-renounceable entitlement offer (“Entitlement Offer”)
offer announced on 23 September 2024 (together, the “Offer”).

Aggregate gross proceeds of approximately NZ$587 million are being raised under the
Placement and institutional component of the Entitlement Offer, with approximately
NZ$113 million being raised under the retail component of the Entitlement Offer (“Retail
Entitlement Offer”).

Placement participation and allocations
For the purpose of NZX Listing Rule 4.17.9(c), and having regard to the objectives which
supported Fletcher Building's choice of offer structure (being the Placement and
Entitlement Offer):

(a) Fletcher Building invited existing eligible institutional shareholders in each of the
material jurisdictions to participate in the Placement, together with other
institutional investors.

(b) Fletcher Building's objectives for allocations under the Placement were primarily
to:

(i) treat existing eligible shareholders fairly, taking into account their pro-rata
allocation across the Placement and the Entitlement Offer;
(ii) use best efforts to allocate to eligible institutional shareholders a
minimum of their pro-rata equivalent of the Placement component of the
Offer or any lower amount bid for; and
(iii) following allocations to eligible institutional shareholders of their pro rata
equivalent across the Placement and the Institutional component of the
Entitlement Offer, allocate taking into consideration existing
shareholdings and demand leadership.

Fletcher Building Limited, Private Bag 92114, Auckland 1142, 810 Great South Road, Penrose, Auckland 1061, New Zealand
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Final allocation decisions were made by Fletcher Building together with Jarden, in its
capacity as the lead manager of the Offer.

There were no significant exceptions or deviations from the objectives and criteria set
out above. As announced on 24 September 2024, all existing eligible institutional
shareholders who bid for their pro-rata allocation of the Placement were allocated at
least that amount of New Shares.

Retail Entitlement Offer
Fletcher Building reminds shareholders that the Retail Entitlement Offer closes at 5.00pm
NZDT (3.00pm AEDT) on Tuesday, 8 October 2024. The Retail Entitlement Offer is
available to eligible retail shareholders at the same application price as the Placement
and Institutional Entitlement Offer of NZ$2.40 (or A$2.20 for eligible retail shareholders in
Australia) per New Share.

Eligible retail shareholders who have taken up all of their Entitlements in full may apply
for additional New Shares, up to a maximum amount of New Shares equal to 100% of
their entitlements, which will assist those who wish to do so to mitigate any dilution by
the Placement (subject to available shortfall).

#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

This announcement has been prepared for publication in New Zealand and Australia
and may not be released or distributed in the United States. This announcement does
not constitute an offer, invitation or recommendation to subscribe for or purchase any
security or financial product and neither this announcement nor anything attached to
this announcement shall form the basis of any contract or commitment. In particular,
this announcement does not constitute an offer to sell, or the solicitation of an offer to
buy, securities in the United States or any other jurisdiction in which such an offer would
be illegal. Any securities described in this announcement have not been, and will not be,

Fletcher Building Limited, Private Bag 92114, Auckland 1142, 810 Great South Road, Penrose, Auckland 1061, New Zealand
3
registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”),
or the securities laws of any state or jurisdiction of the United States and may not be
offered or sold directly or indirectly in the United States except in transactions exempt
from, or not subject to, the registration of the U.S. Securities Act and any other applicable
U.S. state securities laws. The New Shares to be offered and sold in the Retail Entitlement
Offer may only be offered and sold outside the United States in “offshore transactions”
(as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under
the U.S. Securities Act.

None of Fletcher Building or any of its subsidiaries, advisors or affiliates (or any of their
respective officers, employees or agents) makes any representation, assurance or
guarantee as to the accuracy or likelihood of fulfilment of any forward looking statement
or any outcomes expressed or implied in any forward looking statements. Statements
about past performance are not necessarily indicative of future performance.

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Capital Change Notice



Section 1: Issuer information
Name of issuer Fletcher Building Limited
NZX ticker code FBU
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZFBUE0001S0
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 244,806,536 ordinary shares,
being:
• 117,456,539 ordinary
shares issued under the
placement announced on
23 September 2024
(Placement); and
• 127,349,997 ordinary
shares issued under the
institutional component of
the underwritten
accelerated non-
renounceable entitlement
offer announced on 23
September 2024
(Institutional
Entitlement Offer).
Nominal value (if any) N/A
Issue/acquisition/redemption price per security NZ$2.40
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
31.263%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of ordinary shares under
the Placement and Institutional
Entitlement Offer announced
on 23 September 2024.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
1,027,850,132 ordinary
shares.

Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.

No ordinary shares are held as
Treasury Stock.
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Board resolution dated 22
September 2024.
The Placement was made
pursuant to NZX Listing Rule
4.5.1 and the accelerated
entitlement offer is made
pursuant to NZX Listing Rules
4.3.1(a) and 4.4.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issue of ordinary shares which
rank equally with all other fully
paid ordinary shares in
Fletcher Building Limited
Date of issue/acquisition/redemption 30/09/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Haydn Wong, General Counsel
and Company Secretary
Contact person for this announcement
Haydn Wong, General Counsel
and Company Secretary
Contact phone number
+64 (0)21 606 267
Contact email address
haydn.wong@fbu.com
Date of release through MAP

30/09/2024