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Fletcher Building FY25 Remuneration Report

General4 September 2025FBUMaterials

Fletcher Building Limited, 810 Great South Road, Penrose, Auckland 1061, New Zealand

5 September 2025


Fletcher Building FY25 Remuneration Report

Fletcher Building has published its FY25 Remuneration Report, which is now available on

the Company’s website and attached here.

The Remuneration Report will be the subject of a non-binding resolution at the 2025

Annual Shareholders’ Meeting to be held on 22 October 2025. Additional details will be

provided in the Notice of Meeting, which is expected to be released on or around Friday,

19 September 2025.


ENDS


Authorised for release to the market by Haydn Wong, Company Secretary.

_____________________________________________________________________________________________________________

For further information please contact:


INVESTORS Will Wright, Chief Financial Officer +64 21 490 251 Will.Wright@fbu.com

MEDIA Christian May, Chief Corporate Affairs Officer +64 21 305 398 Christian.May@fbu.com


For information on Fletcher Building visit fletcherbuilding.com

---

FY25 Remuneration Report
Fletcher Building Limited

Fletcher Building Limited Remuneration Report 2025 2





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 2025.

The year in review

FY25 was one of the most challenging years in Fletcher

Building’s history, marked by sustained market pressures and

declining financial performance. In response, the Board and

management took decisive action to safeguard the long-term

health of the company. These actions included a capital raise,

suspension of dividends, and a major cost reduction

programme.

Against this backdrop, the Board also made the difficult

decision to exercise its discretion and forfeit all non-sales and

non-commission-based incentives across the Group for FY25 -

even in cases where performance hurdles were met or

exceeded. This reflects the Group’s overall financial

performance and our continued focus on prudent cost control.

We understand this decision may be disappointing,

particularly for leaders and teams who delivered strong results

that would ordinarily have triggered incentive payments. We

want to acknowledge and thank those individuals for their

efforts. However, the broader context required a consistent,

Group-wide approach.

FY25 also marked the beginning of a new chapter for Fletcher

Building, with significant leadership changes and a sharpened

strategic focus. I stepped into the role of Chair of the People

and Remuneration Committee in April 2025, joined by Tony

Dragicevich as a fellow Committee member. Andrew Reding

was appointed Managing Director and Group CEO effective 30

September 2024, following the interim leadership of Nick

Traber and the departure of Ross Taylor. During the year Will

Wright was appointed as Group CFO, Kylie Eagle was

promoted to Group CPO, and Hay dn Wong was confirmed as

Group General Counsel and Company Secretary.

Together, the new leadership team has initiated a strategic and

operating model review, refocusing the business on the

manufacturing and distribution of building products and

materials. As part of this, two existing Chief Executives were

appointed to new roles: Hamish McBeath as CE Light Building

Products and Thornton Williams as CE Heavy Building

Materials.

With Andrew Reding’s appointment, the Board reset the

Group CEO’s remuneration package to place greater emphasis

on long-term performance and shareholder alignment. Only ¼

of the total remuneration package consists of fixed

remuneration, with the remainder delivered through at-ris k

incentives, tied to share price performance.

We also continued to make progress on our broader

commitment to fairness and equity in remuneration. I’m

pleased to report that our gender pay parity gap (paying

women and men the same for similar sized jobs) reduced from

5.1% in FY24 to 4.5% in FY25, while our gender pay gap (the

median pay for women compared to men, regardless of job or

level) is 2.7%.

The year ahead

For FY26, a high-level review was conducted to ensure an

appropriate Short-Term Incentive (STI) plan was in place while

the strategic review was still underway. The FY26 STI design

places greater emphasis on financial performance, with an

80% weighting, reflecting the need to drive improved financial

results.

Following the completion of the Group’s strategic and

operating model review, we will undertake a comprehensive

review of our Short- and Long-Term Incentive schemes to

ensure they are aligned to strategy and the revised financial

framework. These reviews will take place during FY26, with

changes to be implemented in FY27. More detail about these

changes has been outlined in Section 1 of this report.

In line with the shift to a more decentralised operating model,

we will also review our broader approach to remuneration,

including Group-wide benefit policies, to assess whether they

remain aligned, relevant and fit-for-purpose.

I would like to thank our people for their resilience,

commitment, and professionalism throughout this difficult

year. I invite you to review the full FY25 Remuneration Report.


Jacqui Coombes

Chair, People and Remuneration Committee

3 Fletcher Building Limited Remuneration Report 2025


CONTENTS

1. FY25 & FY26 Remuneration Framework Changes 3

2. FY25 Remuneration Framework Overview 4

3. Performance Outcomes 10

4. Group CEO Remuneration 12

5. Frequently Asked Questions 17

6. Employee Remuneration 20


1. FY25 & FY26 REMUNERATION FRAMEWORK CHANGES

The following table summarises key changes to our remuneration policies and frameworks during FY25 and FY26 and provides

the rationale and outcomes for these changes.

Ye a r Change Detail Rationale and outcome

FY25

Reset of the

Group CEO’s

remuneration

package

With the appointment of Andrew Reding to the role of

Managing Director and Group CEO, the Board took the

opportunity to reset the remuneration package.

See section 4.1.4 for further detail.

The Managing Director and

Group CEO’s remuneration

package places a stronger

emphasis on the long-term and is

more tightly tied to share price

performance. This is reflected in

a small portion of the total

package consisting of fixed

remuneration, with the

remainder delivered through at-

risk performance incentives.

FY26 Changes to the

FY26 Short-

Term Incentive

(STI ) Plan

design

A high-level review of the STI design for FY26 has been

conducted to align to our refreshed decentralised operating

model, placing a greater focus on financial performance and

simplifying the plan . The following key changes will be made:

• Safety gate: Simplification of criteria for the safety gate to

include safety walks only (i.e. safety program facilitation

will not be counted as a safety leadership interaction for

these purposes).

• Increased weighting on financial goals: From a range of

50%-65% (differentiation based on role type) to an 80%

weighting for all role types.

• Group Earnings Before Interest and Tax, before Significant

Items (EBIT) goal: Inclusion of a new Group EBIT goal for

all participants, which enables the removal of the Group

and Divisional EBIT multipliers, providing simplification.

• Gate to Group EBIT goal: For Divisional / BU participants,

the Division / BU EBIT threshold will act as a gate to the

Group EBIT goal (in addition to being a gate for the

individual goals – as per the current Plan design).

• Decreased weighting on individual / non-financial goals:

From a range of 25%-40% (differentiation based on role

type) , to 10% for all role types.

This revised design places a

greater focus on financial

performance at an 80%

weighting . We believe this is

appropriate given the

organisation’s poor financial

performance in recent years.

The combination of a Group EBIT

goal and a Division / BU EBIT goal

provides a balanced approach

between a focus on BU results

and collaboration to drive Group

performance.

A fulsome review will be

conducted in FY26 (for FY27),

following the completion of the

strategic review and the full

implementation of the new

operating model.

FY26 Review of the

Executive Long-

Term Share

Scheme (ELSS)

design

Review the design of the Long-Term Incentive Plan (also

referred to as the ELSS) so it is aligned to the outcomes of the

organisation’s strategic review and revised financial framework.


This will include a review of the use and treatment of Return on

Funds Employed (ROFE ) as a performance measure - which was

raised as a concern by some investors at the 2024 Annual

Shareholders Meeting.

The review of the scheme will

follow the organisation’s strategic

review, so it is fit-for-purpose.

Any changes to the ELSS will

therefore only be effective from

and including the September

2025 offer.

Fletcher Building Limited Remuneration Report 2025 4


2. FY25 REMUNERATION FRAMEWORK

The following sections describe the remuneration framework in place during FY25.

2.1 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 organisation 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 organisation changes.

The People and Remuneration Committee is kept appraised of relevant market information and best practice, obtaining advice

from external advisors when necessary.

During a year of significant executive leadership transition, the People and Remuneration Committee oversaw and approved

remuneration arrangements for incoming and outgoing Chief Executives, including the terms related to the appointment of the

new Managing Director and Group CEO. Other key decisions made and reviews undertaken by the Committee during FY25

included: review and approval of the FY25 Short- and Long-Term Incentive plans for senior leaders, approval of people and

remuneration matters related to the organisation’s structural changes, review s of diversity and pay parity metrics, review of

annual remuneration review spend and outcomes, the treatment of the Group’s equity-based incentives amidst the equity raise

and pension plan governance.

5 Fletcher Building Limited Remuneration Report 2025

2.2 Remuneration strategy and framework

Set out below is the FY25 remuneration framework for Chief Executives and how it supports the organisation’s strategy.



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 people, remuneration and organisation matters affecting the Group.

Remuneration Principles

Shareholder

Focus on the creation of

shareholder value by

driving an ownership

culture with ‘skin-in -the-

game’.

Our People

Attract and retain high

calibre people, rewarding

high standards of

performance and values.

Strategy

Focus on sustainable

earnings, profitable

growth and key Company

goals and objectives

(short- and long-term) .

Risk

Encourage conduct that

does not expose the

Group to inappropriate

risk while promoting high

standards and

accountability.

Guaranteed remuneration

component

s

Remuneration element Element delivery Performance measure Relationship to strategy

Fixed Remuneration

Executives are

benchmarked against a

peer group composed of

New Zealand and

Australian companies

generally comparable in

size, complexity and

industry.

Includes base salary,

allowances (if any) , 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 .

At

-

risk remuneration components



(subject to performance outcomes)


Short-Term Incentive

Recognises, on a

discretionary basis,

achievement of the

Group and individual

performance objectives.


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 .

Long-Term Incentive

Aims to drive long-term

sustainable results, and

the 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.

Two equally weighted

measures: Relative Total

Shareholder Return

(rTSR) referenced to

NZX and ASX index

comparator groups and

ROFE .

Supporting the

alignment of our most

senior leaders 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.

Remuneration element Element delivery Performance measure Relationship to strategy

Fletcher Building Limited Remuneration Report 2025 6

2.3 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

req uired by remuneration practices in the relevant countries where the Group operates.

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.

2.4 Short-Term Incentive (STI)

The following table summarises the Senior STI plan which applied to the Managing Director and Group CEO and Chief Executives

in FY25

1

.

STI Element Description

General


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

• Managing Director and Group CEO: Target = 100% of Base Salary

• Chief Executives: Target = 70% - 80% of Base Salary (role dependent)

• Maximum opportunity is 1.5x Target for all participants

Vehicle

• Managing Director and Group CEO: 50% cash; 50% deferred into equity (share rights) for 2 years

• Chief Executives: 60% cash; 40% deferred into equity (share rights) for 2 years

Performance conditions


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:

Measure Description

Operational Executives


Functional Executives


Safety

gate

• Safety leadership interactions

2

reinforce a line-led safety

culture, and places emphasis on the importance of active and

authentic leadership for safety on-site.

12 6

Financial

• Managing Director and Group CEO and Functional Executives

in Corporate: Group EBIT and trading cash (excluding

significant items and legacy cashflows).

• Operational Executives in Divisions: Divisional EBIT and

trading cash (excluding significant items), working capital

and work won, depending on the division's priorities.

• EBIT is a gate to the individual goals, 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)



1

During FY25, Fletcher Building had three CEO’s: Ross Taylor (referred to as the previous Group CEO) from 1 July 2024 to 23 August 2024 (on garden leave from 29 March to 23

August), Nick Traber (referred to as Acting Group CEO) from 29 March 2024 to 29 September 2024, and Andrew Reding who was appointed as Managing Director and Group

CEO (referred to as such) from 30 September 2024. This table sets out the remuneration framework for the current Managing Director and Group CEO. Details about the

remuneration received for the previous Group CEO and the Acting Group CEO are provided in Section 4.2.

2

A safety leadership interaction is a purposeful engagement where leaders engage directly with frontline teams to gain an understanding of how work is performed in practice,

and to reinforce a culture of safety and continuous improvement.

7 Fletcher Building Limited Remuneration Report 2025

STI Element Description

Safety

• For businesses with TRIFR (Total Recordable Injury Frequency

Rate) >2.0, the safety component of the STI plan includes 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, these participants lose 5% of the total

10% safety weighting in the STI.

• The safety lead goal differs by role: It is based on risk

containment sweeps

3

for operational executives and for

functional executives on those areas of safety culture they are

most able to influence.

10% 10%

Individual

• Individual goals for executives are aligned to the different

priorities of their businesses or functions, and may include

customer, people (engagement, talent & 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 target (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 performance range for individual and safety measures are between 0% and 100%, with no

opportunity for stretch performance.

Timing


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 are 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.





3

Risk Containment is an important Critical Risk Management field walk activity to identify and immediately intervene to reduce critical risk exposure.

Fletcher Building Limited Remuneration Report 2025 8

2.5 Long-Term Incentive (LTI)

The following table summarises the Group’s equity-based Executive Long-Term Share Scheme (ELSS).

LTI Element Description

General


Eligibility

• Participation in the ELSS is by annual invitation at the discretion of the Board and those eligible

include the Managing Director and Group CEO, and Chief Executives

Opportunity

• Managing Director and Group CEO: Target = 150% of Base Salary

• Chief Executives: Target = 50% of Base Salary

• Maximum opportunity is 1x Target for all participants

Vehicle

• Under the ELSS, participants purchase shares in the Company 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


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


(FY25 ELSS

grant)

• The FY25 ELSS grant is subject to two equally weighted performance criteria, tested at the end of

a 3-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 Fletcher Building (FB), both indices have been filtered to include

companies with a market capitalisation above $100m in the Industrial, Materials (excluding

Metals & Mining), Consumer Discretionary and Real Estate (excluding REITs) sectors.

• The relative TSR performance and vesting entitlements are set out in the table below.

TSR Percentile Percentage entitlement

Below 51

st

Nil

At 51

st

50%

Above 51

st

to below 75

th

51% - 99% linear pro-rata

At or above 75

th

100%

• ROFE performance is determined by dividing EBIT by average funds employed and assessing it

using the performance thresholds set out in the table on the following page.

• 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 Mergers & Acquisitions (M&A) and restructuring costs.

• The ROFE performance and vesting entitlements are set out on the following page:




9 Fletcher Building Limited Remuneration Report 2025

LTI Element Description

ROFE Percentile Percentage 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.

2.6 Minimum shareholding requirement

Over time, the Managing Director and Group CEO, Executives (reporting directly to the Managing Director and 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 do not count towards the minimum shareholding requirement unless they vest.

Although there is no time limit in which the Managing Director and Group CEO and Executives must build this investment, any

shares which vest under the STI Plan, ELSS 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 2025, the Managing Director and Group CEO (Andrew Reding) had a holding in the Group’s ordinary shares equal to

26.5% of his base remuneration. 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 Equity or LTI awards. Provided the Group achieves on-target performance, the combined STI Equity and LTI target

opportunities for this role would amount to the value of this requirement within 3 years.

2.7 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

continu e 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 requi re 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.

2.8 Malus & 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 contain 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 have 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 FY25 no trigger events were identified and therefore, the Board was not required to consider application of the malus &

clawback framework.

Fletcher Building Limited Remuneration Report 2025 10

3. PERFORMANCE OUTCOMES

3.1 5-year performance summary

Financial year

FY25

FY24 FY23 FY22 FY21

Short-term performance

Net earnings/loss ($m)

(419) (227) 235 432 305

EBIT ($m)

(1)


384 516 782 756 668

Cash ($m)

(2)


413 766 517 592 879

Managing Director and Group CEO STI achieved

(as a % of maximum)

- - - - -

Acting Group CEO STI achieved

(as a % of maximum)

(3)


- 18.3 - - -

Previous Group CEO STI achieved

(as a % of maximum)

(4)


- - 36.0 92.5 94.0

Long-term performance

1-year TSR (%)

(5)

7 (45) 15 (28) 107

3-year TSR (%)

(6)

(33) (45) 74 12 12

ROFE (%) 8.0 10.0 17.1 19.3 18.8

Dividends (cents per share)

(7)

0.0 0.0 40.0 36.0 12.0

Ye a r-end share price ($) 2.89 2.83 5.42 5.04 7.52

Group CEO LTI Vested (as a % of maximum) - - - - -

Group CEO LTI grant date

1 September

2022

1 July 2021 1 July 2020 1 July 2019 1 July 2018

(1) EBIT excludes significant items, however, includes the impact of Iplex® Australia Pro-Fit costs in FY23 and includes the results of Tradelink in FY24.

(2) The Cash measure was operational cash flow in FY19-FY22, and trading cash flow (excluding significant items) in FY23, and trading cash flow (excluding significant items and legacy)

in FY24 and FY25 . Trading cash flow excluding significant items is calculated consistently with the published Group cash flow from operations, excluding cash tax and significant

items, but adjusting/deducting for lease interest and principal payments classified as part of cash flows from financing activities, to represent business unit-controlled cash flows.

(3) The amount displayed for the Acting Group CEO is for the relevant time he was in this position for FY24 (i.e., 29 March 2024 to 30 June 2024) and is reflective of performance only

as the Board applied discretion for the Acting Group CEO and Chief Executives to fully forfeit FY24 STI payments.

(4) The previous Group CEO finished in his role on 23 August 2024, therefore was not eligible for a FY24 STI payment.

(5) Share price movement in year and gross dividend received, to prior year closing share price.

(6) Using 5-day VWAP as per the terms of the Executive Long-Term Share Scheme.

(7) Gross dividend paid during the period.


3.2 FY25 Short-Term incentive (STI) performance

Safety Performance

All executives met or exceeded the required safety leadership interactions in FY25 and all divisions achieved their safety lead

goals . TRIFR across the Group has improved from 3.2 in FY24 to 2.9 in FY25.

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), their 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 is considered appropriate.

In FY2 5, we had two serious life-altering injur ies - an incident where a truck driver was caught between a loader bucket and a

concrete wall, causing injury to their head and torso, and an arm amputation. Aligned to our belief that all injuries are

preventable, the Safety, Health, Environment and Sustainability (SHES) Committee 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 which

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 which, under slightly different circumstances,

would not have caused serious harm.

11 Fletcher Building Limited Remuneration Report 2025

While the incident related to the truck driver resulted in a temporary injury, the subsequent WorkSafe investigation highlighted

robust processes and leadership, identifying individual decision making as the root cause. After considering all associated factors,

it was determined that this incident should not impact t he STI outcome this year.

A review of the arm amputation incident, which resulted in a permanent injury to the individual, revealed that appropriate

action was taken by senior leadership prior to the incident. However , considering all relevant information, a 50% reduction to

formulaic incentive outcomes was recommended for the relevant line managers – i.e. those below a senior leader level (noting

the complete forfeiture of FY25 incentives).

Financial performance

The Construction division exceeded its maximum performance hurdles for the EBIT and Cash (from continuing operations) goals,

while all other divisions and the Group were below threshold.

For the purposes of the FY25 STI plan, the Construction division’s financials were split between financials from continuing

operations and financials related to legacy projects. The purpose of this approach was to drive a separate but key focus on both

the criticality of delivering the in-year financials for the go-forward business and completing legacy projects.

Construction’s Legacy Cash and Work Won results were below threshold.

Individual performance

Given EBIT gates were not met in FY25, no Chief Executives were eligible for payments for their individual goals.

Board discretion applied

In light of the Group’s poor financial performance, the Board exercised its discretion to forfeit all FY25 non-sales and non-

commission-based incentives, even in cases where performance hurdles were met or exceeded.

3.3 Long-Term incentive (LTI) performance

The July 2021 long-term share scheme grant, which was within the 12-month retest period up to 30 June 2025, was below the

minimum threshold performance level and was therefore forfeited. As a reminder, the LTI retest extensions were removed with

the 2022 grant, and therefore the 2021 grant is the last grant for which a retest extension applied.

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 grant Shares granted

% vested % forfeited

September 2024

1,221,407

In-flight

September 2023

745,440

September 2022

(1)


616,654

July 2021

(2)(3)

395,085 0% 100%

July 2020

(4)

1,998,635 0% 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) The restrictive period for the 2021 grant was extended for 12 months until 30 June 2025. Fletcher Building's TSR did not meet the minimum vesting threshold for the period ended

30 June 2025. Therefore, 100% of the shares in the 2021 grant will be forfeited in August 2025.

(4) The restrictive period for the 2020 grant 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 2020 grant were forfeited in August 2024.


Fletcher Building Limited Remuneration Report 2025 12
4.GROUP CEO REMUNERATION

4.1 Managing Director and Group CEO

4.1.1 Remuneration package overview

The following diagram illustrates how remuneration is delivered to the Managing Director and Group CEO.

Fixed Remuneration Base salary and other benefits

Short-Term incentive

Cash (50%)

Deferred Equity (50%)

Long-Term incentive

Shares

50% relative TSR and 50% ROFE

4.1.2 Remun

eration mix

Andrew Reding’s annual base remuneration as at 30 June 2025 was $1,45 0,000, with an on-target STI of 100% of base salary and

LTI of 150% of base salary. The current mix of remuneration components for the Managing Director and Group CEO is set out

below and illustrates the significant weighting of variable pay (at risk), which is subject to the achievement of short-term and

long-term strategic goals.

The charts below show the Managing Director and Group CEO’s remuneration 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)

The tabl

e below outlines the Managing Director and Group CEO’s annual remuneration package at target and at maximum in

NZD . This does not reflect actual remuneration received during the year. This information is set out in the next section of the

report.

At tar

get At maximum

Remuneration element

Value in NZD

% of total package

Value in NZD % of total package

Fixed Remuneration 1,456,102 28.7% 1,456,102 25.1%

STI Cash 725,000 14.3% 1,087,500 18.7%

STI Equity 725,000 14.3% 1,087,500 18.7%

LTI 2,175,000 42.7% 2,175,000 37.5%

Total remuneration package 5,081,102 100.0% 5,806,102 100.0%

FR

25%

STI

Cash

19%

STI

Equity

19%

LTI

37%

Start of

the year

End of

Year 1

End of

Year 2

End of

Year 3

FR

29%

STI Cash

14%

STI

Equity

14%

LTI

43%

13 Fletcher Building Limited Remuneration Report 2025

4.1.3 Remuneration received

The remuneration Andrew Reding received for FY25 is set out in this section .

Andrew commenced as a Board Director on 22 August 2024; prior to being appointed as Managing Director and Group CEO on

30 September 2024. For the period between 22 August and 30 September he therefore received $22,081 in director fees. For

completeness, Andrew has not received any additional Board fees for his role as Managing Director since commencing as Group

CEO.

The following table details the remuneration Andrew Reding received as Managing Director and Group CEO, i.e. for the period of

30 September 2024 to 30 June 2025.


FY25

Base remuneration $1,093,255

Other benefits

(1)

$1,720

Total fixed remuneration $1,094,975

Short-Term Incentive accrued in the financial year

(2)

-

Long-Term Incentive vested in the financial year

(3)

-

Total incentives received -

Total remuneration received

(4)

$1,094,975

Long-Term Incentives granted (only awarded after 3 years, if performance criteria are met)


Long-Term Incentive – number of shares granted 447,607

(5)


Long-Term Incentive – face value of grant $2,175,000

(1) Includes medical insurance.

(2) No FY25 Senior STI is payable.

(3) As the Managing Director and Group CEO only started in FY25, he is not eligible for any LTI vesting.

(4) This table sets out remuneration awarded for the relevant financial year.

(5) Based on a share price of NZ$2.96 being the volume weighted average price for the five business days prior to 1 September 2024.

The number of shares granted under the LTI is

calculated after deducting income tax for the relevant financial year.

Fletcher Building Limited Remuneration Report 2025 14

4.1.4 Comparison of remuneration packages for the previous Group CEO and the current Managing Director and Group CEO

With the appointment of Andrew Reding, the Board took the opportunity to reset the remuneration package for the Managing

Director and Group CEO to have a stronger emphasis on the long-term and be more tightly tied to share price performance.

The Managing Director and Group CEO’s remuneration package was therefore designed with an emphasis on performance-based

pay , with a significant portion delivered in equity. The Board also took the opportunity at the time of Andrew’s appointment to

reduce both the amount of fixed remuneration and the total package size, in line with business performance and compared to

the previous Group CEO’s arrangements.

Fixed remuneration was reduced by $866k to $1.5 million, and the total maximum remuneration decreased by $2.0 million to

$5.8 million. At the same time, the maximum incentive opportunity increased from 248% to 300% of base salary, shifting a

greater portion of the package towards performance-based incentives. Importantly, 56% of the Managing Director and Group

CEO’s total remuneration is now delivered in equity that vests over time, reinforcing long-term alignment with shareholder

interests.

The chart on the following page compares the remuneration packages (in NZD ‘000s) of the previous Group CEO and the current

Managing Director and Group CEO at minimum, target and maximum levels. It also illustrates the proportion of each package

delivered in cash and equity at each point.




















% package delivered in Equity

2,323

1,456

2,323

1,456

2,323

1,456

1,868

1,088

1,245

725

-

-

1,868

1,088

1,245

725

1,779

2,175

1,779

2,175

Previous Group CEO

MD & Group CEO

Previous Group CEO

MD & Group CEO

Previous Group CEO

MD & Group CEO

Fixed RemunerationShort-Term incentive - Cash

Short-Term incentive - EquityLong-Term incentive - Equtiy

Minimum

At target

Maximum

% package delivered in Cash

0% equity : 100% cash

0% equity : 100% cash

57% equity : 43% cash

46% equity : 54% cash

56% equity : 44% cash

47% equity : 53%

15 Fletcher Building Limited Remuneration Report 2025

4.2 Previous Group CEO and Acting Group CEO

4.2.1 Remuneration received – Previous Group CEO

The remuneration Ross Taylor received as previous Group CEO for FY25 is set out in the table below. As he finished in his role as

Group CEO on 23 August 2024, the following remuneration information is only for the period 1 July 2024 to 23 August 2025. For

completeness, no Long-Term Incentives were granted to the previous Group CEO in FY25.


FY25

FY24

Base remuneration $328,486 $2,223,600

Other benefits

(1)

$8,230 $98,903

Total fixed remuneration $336,716

Short-Term Incentive accrued in the financial year -

(2)

-

(3)


Long-Term Incentive vested in the financial year

(4)

- -

Total incentives received -

Leave entitlements upon termination $322,377 -

Total termination entitlements $322,377

Total remuneration received

(5)

$659,093 $2,322,503

(1) Includes medical insurance, KiwiSaver and statutory Australian Superannuation contributions for days worked in Australia.

(2) The previous Group CEO was not eligible for the FY25 STI payment .

(3) The previous Group CEO was not eligible for an FY24 STI payment.

(4) The July 2021 LTI (tested in July 2024) and the July 2020 LTI (retested in July 2024) did not meet the required performance hurdles for vesting to occur.

(5) This table sets out remuneration awarded for the relevant financial year. The table in Section 6 shows remuneration received during the year, which includes amounts relating to

prior years but paid in the current financial year.

4.2.2 Remuneration received – Acting Group CEO

The remuneration Nick Traber received for FY25 is set out in the table below. As he was in his role as Acting Group CEO from 1

July 2024 to 29 September 2025, the following remuneration information is only related to this period. Upon termination Nick

received his contractual entitlements only. For completeness, no Long-Term Incentives were granted to the Acting Group CEO in

FY25.


FY25

FY24

Base remuneration $344,444 $352,143

Other benefits

(1)

$57,417 $13,682

Total fixed remuneration $401,861

Short-Term Incentive accrued in the financial year -

(2)

-

(3)


Long-Term Incentive vested in the financial year

(4)

- -

Total incentives received - -

Payment in lieu of notice $548,056 -

No-fault severance payment (as per contractual entitlement)

(5)

$700,000 -

Leave entitlements upon termination $132,071

Total termination entitlements $1,380,127

Total remuneration received

(6)

$1,781,988 $365,825

(1) Includes medical insurance and KiwiSaver.

(2) The Acting Group CEO was not eligible for the FY25 STI payment.

(3) The Board applied discretion for the Acting Group CEO and Chief Executives to fully forfeit FY24 STI payments.

(4) The July 2021 LTI (tested upon termination) did not meet the required performance hurdles for vesting to occur.

(5) Andrew Reding was appointed as permanent Managing Director and Group CEO during the year, thereby concluding Nick Traber’s role as Acting Group CEO which triggered the no-

fault severance clause in his contract (6 months’ base salary) - a common term in Chief Executive contracts.

(6) This table sets out remuneration awarded for the relevant financial year. The table in Section 6 shows remuneration received during the year, which includes amounts relating to

prior years but paid in the year due to timing differences.

Fletcher Building Limited Remuneration Report 2025 16
4.3 Managing Director and Group CEO FY25 STI outcome

For FY25, 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 was measured between threshold and maximum hurdles,

with straight-line pro-rata calculation from 0% at threshold to 150% at maximum. While the Board has decided to apply

discretion and fully forfeit all FY25 STI payments, we have disclosed the Managing Director and Group CEO’s scorecard to

illustrate performance against the targets set by the Board. The table below summarises performance against targets for each for

the measures under the Managing Director and Group CEO’s FY25 STI.

Measure

Scorecard

weighting pay-

out range

Actual

outcome: %

of maximum Comment

Safety gate

Gate for any

payment

Actively led the Protect Strategy through a visible

commitment to on-site safety including safety walks and

team engagement at various sites across the Group.

Financial goals

FB Group EBIT

(gate to individual goals)

0% - 45%

The annual EBIT (excluding significant items) result of

$384 million was below the threshold performance

hurdle.

FB Group Cash 0% - 20%

Trading cash flow performance (excluding significant

items and legacy cash) of $413 million was below the

threshold performance hurdle.

Safety goals

Risk containment sweeps completed, and

critical control verification plan actions

closed within timeframes, with 65% of

critical risks controlled across the Group.

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 critical risks

controlled and creating a safer workplace. All elements of

this goal were achieved.

FB Group Total Recordable Injury

Frequency Rate (TRIFR) reduced from 3.3

to 3.0 or below.

0% - 5%

Group TRIFR has decreased from 3.3 to 2.9 during FY25,

achieving the targeted reduction.

Individual goals

Construction legacy project works

completed within the provisions that were

communicated to the market in February

2024.

0% - 5%

While the timing and costs for the New Zealand

International Convention Centre had changed by the time

Andrew commenced as CEO, he was key in settling claims

related to the Puhoi to Warkworth project.

Increase female operational leaders in line

with the planned target of reaching 30%

women in leadership by FY27 .

0% - 5%

Representation of female operational leaders increased

by 2% to 21% in FY25 , which did not meet the FY25

target.

Effectively manage the Western Australia

plumbing issue by securing an industry

response which best manages the issue

and ensuring a go-forward plan and team

are in place.

0% - 5%

The joint industry response to the Western Australian

plumbing issues was finalised and signed. This provides a

practical and immediate response to the affected

homeowners at no cost.

Develop the go-forward strategy, establish

and meet FY25 key milestones and

effectively communicate this to

shareholders and the market.

0% - 10%

Following a comprehensive review, the go-forward

strategy is focu sed on the manufacturing and distribution

of building products and materials, as communicated in

investor and results presentations.

Key milestones achieved include cost-saving restructures,

the closure of non-core operations, CSP divestment, and

several other capital and operational initiatives.

FY25 STI Outcome (as a % of maximum) 0% - 150% 0% Note: Board discretion applied to fully forfeit FY25 STI

Key:

At or above

maximum

Achievement

between target and

maximum

Partial achievement

between threshold and

target

At or below threshold

achievement

17 Fletcher Building Limited Remuneration Report 2025

5. FRE QUENTLY ASKED QUESTIONS

Key Questions Fletcher Building Response Reference

Leadership Transition Arrangements

What remuneration

arrangements are in place

for the previous Group

CEO’s (Ross Taylor’s) exit?

Ross Taylor (previous 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 has been paid to Ross.

His in-flight (i.e. granted but not yet vested) STI Equity and LTI awards have been

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.

• Deferred STI Equity: The FY22 deferred STI Equity (207,910 share right)

vested in September 2024 and the FY23 deferred STI Equity (143,031 share

rights) 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 and will be tested at the end of

the restrictive period (3 years post grant). Both awards are pro-rated for time,

resulting in 111,075 shares for the FY22 LTI and 63,121 shares for the FY23

LTI.

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

4.2.1

What remuneration

arrangements are in place

for the Acting Group CEO’s

(Nick Traber’s) exit?

Nick Traber’s final day as Acting Group CEO was 29 September 2024.

In accordance with the terms of his employment agreement, the remainder of

his six months’ notice period was paid in lieu ($548k) , along with any outstanding

leave entitlements ($132k), and a lump sum payment equivalent to six months’

base salary ($700k) under the ‘no-fault’ severance clause of his contract.

His in-flight (i.e. granted but not yet vested) STI Equity and LTI awards have been

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.

• Deferred STI Equity: The FY23 deferred STI Equity (30,108 share rights)

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 and will be tested at the end of

the restrictive period (3 years post grant). Both awards are pro-rated for time,

resulting in 32,417 shares for the FY22 LTI and 19,363 shares for the FY23 LTI.

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

4.2.2

Fletcher Building Limited Remuneration Report 2025 18

Key Questions Fletcher Building Response Reference

How does the remuneration

package for the Managing

Director & Group CEO

(Andrew Reding) compare to

the previous Group CEO

(Ross Taylor)?

With the appointment of Andrew Reding to the role of Managing Director and

Group CEO the Board took this opportunity to reset the remuneration package to

have a stronger emphasis on the long-term and be more tightly tied to share

price performance.

While Andrew Reding’s maximum incentive opportunity is higher than the

previous CEO, this is more than offset by the lower base salary in comparison to

the previous CEO. The overall size of the remuneration package is reduced by

$2.1m, with the total maximum incentive also being reduced by $1.2m.

This results in more of Andrew Reding’s remuneration package being delivered

through performance incentives than fixed remuneration.

If the Managing Director and Group CEO performs strongly, over half the package

(56%) would be paid in equity, which would vest over time – creating tight

alignment with shareholders.

Section

4.1.4

Remuneration Report vote

Why did you put the

remuneration report to a

vote at the ASM?

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

presented the FY24 report to a non-binding vote (i.e. not a substantive rule but

to understand shareholder views) at the 2024 October ASM. This decision was

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 the

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 the FB Directors are

focused on Board renewal.

The Board was renewed during FY25, with the resignations of Bruce Hassall, Rob

McDonald, Doug McKay, and Martin Brydon in FY24, and the appointments of

Tony Dragicevich, Jacqui Coombes, James Miller and Andrew Reding. We will

continue regular engagement to gain feedback on and improve our remuneration

practices and reporting.

Message

from the

Committee

Chair

Why does FB not comply

with all Australian

requirements?

As a dual listed company, incorporated in New Zealand, 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 the

Committee

Chair

With the inaugural

shareholder vote on the

Remuneration Report now

complete, how have you

incorporated feedback from

those that voted against the

report?

FB considered all shareholder feedback and incorporated changes where

appropriate into the remuneration structure and throughout the report.

Section

2.2,

Section 4 ,

and

Section 5

19 Fletcher Building Limited Remuneration Report 2025

Key Questions Fletcher Building Response Reference

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

individuals’ remuneration requires consent. This would be prohibitive for a broad

group and disclosure for many New Zealand executives could lead to upward

pressure on pay over the longer term as well as the risk of key talent poaching.

Message

from the

Committee

Chair

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 Managing Director and Group CEO from 50%

to 100% of base salary, and from 50% to 75% for other Executives.

Section 2.2

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 2.5

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 practice in New Zealand.

Many New Zealand 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 2.5

Why did the Board decide to

fully forfeit the FY25 STI

payments?

The Board decided to apply discretion to the FY25 STI and fully forfeit all

payments, to appropriately reflect the financial performance of the company,

and the experience of shareholders.

Section 3.2

Remuneration Governance

Why did you not hold a

remuneration roadshow this

year?

FB typically engages key investors and proxy advisors about our senior leader

remuneration frameworks, including any potential changes, ahead of each

financial year through a remuneration roadshow conducted in March/April.

It was decided to not hold a roadshow this year as FB was undergoing a Strategic

Review that was only completed in June 2025, and any material reviews or

resulting changes to remuneration frameworks will only be considered following

the completion of this review so they are aligned to and support the strategy.

Furthermore, the Chair of the People and Remuneration Committee, who leads

investor engagement about remuneration matters, only commenced the role on

1 May 2025. The only critical changes made were to the STI design FY26, which

are outlined in Section 1.

Investors will be engaged about remuneration matters through a roadshow

during September 2025 and at the ASM in October 2025, at which point the new

Chair of the People and Remuneration Committee will be in a position to provide

clarity on the organisation’s approach to remuneration.

Message

from the

Committee

Chair

Fletcher Building Limited Remuneration Report 2025 20

6. 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, the face

value of Long-Term Incentives vested, and amounts that relate to prior periods (due to timing of payments).

From NZD to NZD

New Zealand

business

activities

International

business

activities Total


From NZD to NZD

New Zealand

business

activities

International

business

activities Total

100,000 – 110,000 684 279 963


490,000 – 500,000 1 0 1

110,000 – 120,000 450 301 751


500,000 – 510,000 2 1 3

120,000 – 130,000 433 231 664


510,000 – 520,000 1 0 1

130,000 – 140,000 306 182 488


520,000 – 530,000 1 1 2

140,000 – 150,000 259 177 436


530,000 – 540,000 2 0 2

150,000 – 160,000 197 134 331


540,000 – 550,000 2 0 2

160,000 – 170,000 129 113 242


550,000 – 560,000 1 1 2

170,000 – 180,000 124 100 224


560,000 – 570,000 0 1 1

180,000 – 190,000 78 67 145


570,000 – 580,000 2 1 3

190,000 – 200,000 94 66 160


590,000 – 600,000 1 2 3

200,000 – 210,000 62 37 99


610,000 – 620,000 1 1 2

210,000 – 220,000 57 41 98


620,000 – 630,000 1 0 1

220,000 – 230,000 37 30 67


640,000 – 650,000 0 1 1

230,000 – 240,000 30 26 56


650,000 – 660,000 1 1 2

240,000 – 250,000 25 17 42


680,000 – 690,000 1 0 1

250,000 – 260,000 24 17 41


700,000 – 710,000 0 1 1

260,000 – 270,000 28 13 41


710,000 – 720,000 0 1 1

270,000 – 280,000 20 6 26


740,000 – 750,000 1 1 2

280,000 – 290,000 20 9 29


760,000 – 770,000 1 0 1

290,000 – 300,000 10 12 22


770,000 – 780,000 2 0 2

300,000 – 310,000 9 5 14


830,000 – 840,000 1 0 1

310,000 – 320,000 14 5 19


870,000 – 880,000 1 1 2

320,000 – 330,000 12 8 20


900,000 – 910,000 1 0 1

330,000 – 340,000 6 3 9


920,000 – 930,000 1 1 2

340,000 – 350,000 11 3 14


970,000 – 980,000 1 0 1

350,000 – 360,000 11 1 12


990,000 – 1,000,000 0 1 1

360,000 – 370,000 4 4 8


1,000,000 – 1,010,000 1 0 1

370,000 – 380,000 7 4 11


1,020,000 – 1,030,000 1 0 1

380,000 – 390,000 6 5 11


1,040,000 – 1,050,000 0 1 1

390,000 – 400,000 7 1 8


1,060,000 – 1,070,000 1 0 1

400,000 – 410,000 1 1 2


1,090,000 – 1,100,000 2 0 2

410,000 – 420,000 3 0 3


1,110,000 – 1,120,000 1 0 1

420,000 – 430,000 5 6 11


1,150,000 – 1,160,000 0 1 1

430,000 – 440,000 0 2 2


1,340,000 – 1,350,000 1 0 1

440,000 – 450,000 1 1 2


1,410,000 – 1,420,000 0 1 1

450,000 – 460,000 3 1 4


1,530,000 – 1,540,000 1 0 1

460,000 – 470,000 7 2 9


1,590,000 – 1,600,000 0 1 1

470,000 – 480,000 5 0 5


1,780,000 – 1,790,000 1 0 1

480,000 – 490,000 4 0 4


Total 3,218 1,930 5,148

The decrease in the highest bracket from the FY24 report to the FY25 report reflects the changes in Group CEO incumbents

throughout the year. The individual in the highest bracket is Nick Traber (Acting Group CEO), for whom a detailed breakdown of

remuneration received has been provided earlier in this report. The number of individuals above $1million in FY25 is 13

(compared to 15 in FY22, 17 in FY23 and 9 in FY24).

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.