Notice of 2025 Annual Shareholders’ Meeting

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

19 September 2025

Notice of 2025 Annual Shareholders’ Meeting

The 2025 Annual Shareholders’ Meeting of Fletcher Building Limited will be held on
Wednesday 22 October 2025, commencing at 10.30am NZT.

The meeting will be held at Eden Park, World Cup Lounge | Te Ipu O Te Ao, Samsung
South Stand, 42 Reimers Avenue, Kingsland, Auckland, New Zealand and online via
the Computershare Meeting Platform. For information on how to attend and vote at
the meeting online, please refer to the attached Voting/Proxy Form.

A recording of the meeting will be made available on the Company’s website
www.fletcherbuilding.com following the conclusion of the meeting.

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

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

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Business
A. Chair’s Address
B. Managing Director & Chief Executive
Officer’s Address
C. Resolutions
To consider, and if thought fit, pass the following
ordinary resolutions (each of which requires a
simple majority of the votes cast):
Resolution 1 - Re-election of Peter Crowley
That Peter Crowley be re-elected as a director of
the Company.
Resolution 2 – Election of Jacqui Coombes
That Jacqui Coombes be elected as a director of
the Company.
Resolution 3 – Election of James Miller
That James Miller be elected as a director of the
Company.
Resolution 4 - Auditor fees and expenses
That the directors be authorised to fix the fees
and expenses of the auditor.
Resolution 5 – Adoption of the
Remuneration Report
That the Company’s Remuneration Report for
the year ended 30 June 2025, as detailed on the
Company’s website, be adopted. The outcome of
this vote is non-binding.
D. Shareholder Questions
By order of the Board
Haydn Wong
Company Secretary
Auckland, New Zealand
19 September 2025
Notice of Annual
Shareholders' Meeting
This is notice that the 2025 Annual
Shareholders' Meeting of Fletcher
Building Limited will be held on
Wednesday, 22 October 2025,
commencing at 10.30am NZT.
The 2025 Annual Shareholders' Meeting will be
held at Eden Park in the World Cup Lounge | Te
Ipu O Te Ao, Samsung South Stand, 42 Reimers
Avenue, Kingsland, Auckland, New Zealand, and
as an online meeting via the Computershare
Meeting Platform.
For information on how to participate online
at the meeting, please refer to the following
Procedural Notes below.

Explanatory Notes
Board recommendation
The Board considers that resolutions 1 to 5 are in
the best interests of Fletcher Building shareholders,
and (with the relevant director seeking re-election or
election abstaining) recommend that shareholders vote
in favour of those resolutions.
Re-election of Peter Crowley - Resolution 1
Under the Company’s Constitution, and as required by
NZX Listing Rule 2.7.1, a director must not hold office
(without re-election) past the third annual meeting
following the director's appointment or three years,
whichever is longer.
Peter Crowley was last re-elected to the Board at the
2022 Annual Shareholders’ Meeting and, being eligible,
seeks re-election at this meeting.
Peter is considered by the Board to be an independent
director.
Election of Jacqui Coombes - Resolution 2
Jacqui Coombes was appointed a director by the Board
on 14 April 2025. NZX Listing Rule 2.7.1 requires that a
director appointed by the Board must not hold office
(without re-election) past the next annual meeting
following the director’s appointment. Being eligible to
do so, Jacqui is seeking election at this meeting.
Jacqui is considered by the Board to be an independent
director.
Election of James Miller - Resolution 3
James Miller was appointed a director by the Board on 1
June 2025. NZX Listing Rule 2.7.1 requires that a director
appointed by the Board must not hold office (without
re-election) past the next annual meeting following the
director’s appointment. Being eligible to do so, James is
seeking election at this meeting.
James is considered by the Board to be an independent
director.
Auditor fees and expenses - Resolution 4
EY is automatically reappointed as auditor of the
Company under section 207 of the Companies Act
1993. The proposed resolution is to authorise the Board
to fix the fees and expenses of the auditor.
Adoption of the Remuneration Report -
Resolution 5
In 2011, a change to the Australian Corporations Act
introduced a ‘say on pay’ regime requiring companies
listed on the ASX to include a non-binding resolution
enabling shareholders to vote on the adoption of a
company’s remuneration report. As a New Zealand
registered company with ASX Foreign Exempt listing
status, the Company is not required to comply with
Australia’s ‘say on pay’ regime (including that regime’s
‘two-strike’ rule).
Adoption of the Remuneration Report -
Resolution 5 (continued)
As was the case for the FY24 Remuneration Report,
the Board has nevertheless determined that the
Company’s 2025 Annual Shareholders’ Meeting is an
appropriate forum for pro-actively facilitating broader
shareholder engagement on the Company’s FY25
Remuneration Report.
Resolution 5 in this Notice of Meeting will therefore
be put to shareholders, as an ordinary resolution,
(i.e., requiring a simple majority of the votes of those
shareholders entitled to vote and voting in person
or by proxy). This resolution is advisory only, and
the outcome of the vote will not be binding on the
Company or the Board.
Although the Board has elected to put the adoption
of the FY25 Remuneration Report to shareholders, the
Company is not proposing to adopt the ‘two-strike’ rule
from the Australian ‘say on pay’ regime. The two-strike
rule provides that if 25% or more of the votes cast at
two consecutive annual shareholders’ meetings are
against adopting the company's remuneration report,
then a ‘spill resolution’ must be put to shareholders. If
50% or more of votes cast on the spill resolution are
in favour, then the entire board (except a managing
director) must stand for re-election at a further
special shareholders’ meeting. As a dual listed
company, with ASX Foreign Exempt listing status, the
Company adopts Australian requirements that are
most meaningful for shareholders. Implementation
of the full Australian ‘say on pay’ regime would be
cost-prohibitive, when viewed against the Australian
experience where spill resolutions are almost never
approved by shareholders.
Although the vote on resolution 5 is not binding,
the Directors will consider the outcome of the vote
and comments made by shareholders on the FY25
Remuneration Report at the Annual Shareholders’
Meeting when reviewing Fletcher Building’s
remuneration policies.
No vote may be cast on resolution 5 by individuals
whose remuneration is detailed in the Remuneration
Report (being the Managing Director and Chief
Executive Officer, both current and former) or by
any related party or relative (both as defined in the
Companies Act 1993) or a proxy of them. However, this
does not prevent those persons or any of their closely
related parties from voting as a proxy for a person
who is not the Managing Director and Chief Executive
Officer or closely related party of them if the person
specifies the way the proxy is to vote on this resolution
in the proxy form.
The FY25 Remuneration Report can be accessed on
the Company’s website www.fletcherbuilding.com.

Explanatory Notes (continued)
Peter Crowley
BEcon, BA, FAICD
Chair & Independent Non-Executive Director
Term of office: Appointed director 1 October
2019, appointed Chair 3 February 2025, last re-
elected 2022 Annual Shareholders’ Meeting.
Board committees: Chair of the Nominations
Committee, Member of the Disclosure
Committee.
Peter has over 40 years of experience in the
construction materials and building products
industries across Australia, New Zealand, Asia,
James Miller
BCom, AMP (Harvard), FCA, CFInstD
Independent Non-Executive Director
Term of office: Appointed director 1 June 2025.
Board committees: Member of the Audit and
Risk Committee, Member of the Disclosure
Committee, Member of the Nominations
Committee.
James has extensive experience in senior
management and governance roles. He has
a strong track record in capital management,
financial analytics and financial markets,
making him adept at handling complex
challenges and finding growth opportunities.
His expertise in Audit and Risk enhances the
Board’s governance capabilities.
Jacqui Coombes

Independent Non-Executive Director
Term of office: Appointed director 14 April 2025.
Board committees: Chair of the People and
Remuneration Committee, Member of the
Nominations Committee.
Jacqui Coombes is an accomplished leader in
the building industry retail sector with a strong
commercial, customer and operational focus.
Her management career includes senior
leadership roles with Bunnings including,
most recently, as Group HR Director across
Australia and New Zealand. Prior to that,
Europe and North America.
From 2003 to 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 heavy
construction materials 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 non-executive director of Riverside
Marine Holdings Pty Limited.
James is currently non-executive chair of
Channel Infrastructure NZ, and a non-executive
director of Ryman Healthcare and Vista Group
International. His previous governance roles
include serving on the boards of Auckland
International Airport, Accident Compensation
Corporation, Mercury NZ, NZX and Vector,
and as a member of the Financial Accounting
Standards Board and the Financial Markets
Authority board. James previously held
executive leadership positions at Craigs
Investment Partners and ABN AMRO.
James is a Distinguished Fellow of INFINZ, a
Fellow of Chartered Accountants Australia and
New Zealand and a Fellow of the Institute of
Directors. He is a certified securities analyst
professional, holds a Bachelor of Commerce
from Otago University and is a graduate
of the Harvard Business School Advanced
Management Program.
Jacqui led Bunnings’ New Zealand business
for 10 years. Jacqui was an executive director
of Bunnings Group from 2017 to 2021 and
Bunnings NZ from 2011 to 2021.
Before that, Jacqui was General Manager
Operations for Spotlight Stores with overall
responsibility for New Zealand, and for retail
operations in Australia, Singapore and Hong
Kong. Her other senior executive roles have
been with a range of large New Zealand
and international businesses including
Noel Leeming, Bond and Bond, PixiFoto,
Woolworths, Aldi and Texaco.
Jacqui is a non-executive director of ASX-
listed Guzman Y Gomez Limited.

Procedural Notes
1. Persons entitled to vote
Voting on all resolutions put before the 2025 Annual
Shareholders' Meeting will be by poll. Voting
entitlements for the meeting will be determined at
close of trading on 20 October 2025 based on the
registered shareholdings at that time. Results of the
voting will be notified to the NZX and ASX.
No vote may be cast on resolution 5 by individuals
whose remuneration is detailed in the FY25
Remuneration Report (being the Managing Director and
Chief Executive Officer, both current and former) or
by any related party or relative (both as defined in the
Companies Act 1993) or a proxy of them. However, this
does not prevent those persons or any of their closely
related parties from voting as a proxy for a person who
is not the Managing Director and Chief Executive Officer
or closely related party of them if the person specifies
the way the proxy is to vote on this resolution in the
proxy form.
2. Casting your vote
You may cast your vote in the following ways:
(a) Personally - You can participate and cast your vote
at the meeting in person or online.
• If you propose to attend the meeting in person,
please bring your Voting/Proxy Form (enclosed
with this Notice of Meeting) with you as the
barcode will assist with your registration and the
Voting/Proxy Form will be used to vote. If you do
not have your Voting/Proxy Form, please identify
yourself at the Computershare registration desk
on arrival to be registered and issued with a Ballot
Paper to vote.
• If you propose to attend the meeting online, you
can do so via the Computershare Meeting Platform
https://meetnow.global/nz. To access the meeting,
click ‘Go’ under the Fletcher Building meeting
tab and then click ‘Join Meeting Now’. Select
‘Shareholder’ on the login screen and enter your
CSN/Securityholder Number and post code (or
country of residence if outside of New Zealand).
(b) Postal - You can cast a postal vote instead of
attending the meeting or appointing a proxy.
(c) Appointing a proxy - All shareholders entitled to
vote at the meeting may appoint a proxy or (in the
case of a corporate shareholder) a representative,
who can vote on their behalf.
3. Proxy and Postal Voting
You can lodge your postal vote or proxy appointment:
(a) Online - at www.investorvote.co.nz or by scanning
the QR code on the Voting/Proxy Form with your
smartphone.
(b) Post/email - by completing the Voting/Proxy Form
attached to your Notice of Meeting and posting it to
the address on the Voting/Proxy Form or emailing it
to corporateactions@computershare.co.nz.
Voting/Proxy Forms must be received at Computershare
Investor Services by 10.30am NZT on 20 October 2025.
Voting/Proxy Forms received after that time will not be
valid for the Annual Shareholders' Meeting.
The Company Secretary has been authorised by the
Board to receive and count postal votes.
4. Proxies and Corporate Representatives
A proxy need not be a shareholder of the Company. You
can appoint the Chair of the meeting or any Director as
your proxy. The Chair of the meeting and the Directors
will vote in favour of all resolutions marked 'Proxy
Discretion', unless they are disqualified from doing so.
If you have ticked the 'Proxy Discretion' box and your
named proxy does not attend the meeting or you have
not named a proxy (but otherwise completed the Voting/
Proxy Form in full), the Chair of the meeting will act as
your proxy. All directed votes (For, Against or Abstain) on
each resolution will be treated as a postal vote.
5. Shareholder questions
Shareholders will have the opportunity to ask questions
during the meeting in person or via the Computershare
Meeting Platform from their desktop or mobile devices.
Shareholders may also submit questions in advance of
the meeting to www.investorvote.co.nz or by using the
Voting/Proxy Form.
The Company reserves the right not to address questions
that, in the Chair's opinion, are not reasonable in the
context of an annual shareholders' meeting.
6. Online attendance
To attend the meeting online, you can do
so via the Computershare Meeting Platform
https://meetnow.global/nz. To access the meeting,
click ‘Go’ under the Fletcher Building meeting tab and
then click ‘Join Meeting Now’. If you have any issues
accessing the website, please call +64 9 488 8777.
A recording of the meeting will be made available on the
Company’s website www.fletcherbuilding.com following
the conclusion of the meeting.
Venue Location
Eden Park, World Cup Lounge | Te Ipu O Te Ao, Level 4,
Samsung South Stand, 42 Reimers Avenue, Kingsland,
Auckland, New Zealand. Enter via Gate G.
Eden Park is well served by rail and bus services.
Parking is available in car park P5 accessed off Reimers
Avenue or in car park P2 accessed off Walters Road.
Please allow for a 5-10 minute walk from Walters Road to
the South Stand.

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The 2025 Annual Shareholders’ Meeting of Fletcher Building Limited will be held on Wednesday, 22 October 2025 at 10.30am NZT.
The meeting will be held at Eden Park in the World Cup Lounge | Te Ipu O Te Ao, Samsung South Stand, 42 Reimers Avenue, Kingsland,
Auckland, New Zealand and online at https://meetnow.global/nz. For information on how to attend and vote online at the meeting please
refer to the instructions as set out below. If you propose not to attend the meeting, but wish to appoint a proxy, please complete this form in
accordance with the instructions below.
Attending the Meeting
1. Voting on all resolutions put before the meeting will be by poll.
2. If you propose to attend the meeting in person, please bring this Voting/Proxy
Form intact to the meeting as the barcode will assist in your registration.
3. If you propose to attend the meeting online, go to the Computershare Meeting
Platform https://meetnow.global/nz. To access the meeting click ‘Go’ under the
Fletcher Building meeting tab and then click ‘Join Meeting Now’. By using the
meeting platform, you will be able to watch the meeting, vote and ask questions
online using your smartphone, tablet or computer. For any assistance with the
online process, contact Computershare on +64 9 488 8777 between 8.30am –
5.00pm NZT Monday to Friday.
4. If you propose not to attend the meeting but wish to vote by postal vote, or
to appoint a proxy, please complete and post this form or complete online at
www.investorvote.co.nz. Please do not appoint a proxy if you are voting by postal vote.
5. The persons who will be entitled to vote at the meeting are those persons (or their
proxies or representatives) registered as holding Ordinary Shares on Fletcher
Building Limited’s share register as at close of trading on Monday, 20 October 2025.
6. No vote may be cast on resolution 5 by individuals whose remuneration is
detailed in the Remuneration Report (being the Managing Director and CEO,
both current and former) or by any related party or relative (both as defined in the
Companies Act 1993) or a proxy of them.
Postal Vote
7. You can cast a postal vote instead of attending the meeting or appointing a
proxy to attend.
8. The Company Secretary has been authorised by the Board to receive and count
postal votes.
9. If you return your postal vote without indicating on any resolution how you wish to
vote, you will be deemed to have abstained from voting on that resolution.
10. If you complete the postal vote section and also appoint a proxy, your postal vote
will take priority over your proxy appointment.
Proxy Appointment
11. All shareholders entitled to attend and vote at the meeting may appoint a proxy
or (in the case of a corporate shareholder) representative to attend and vote
on their behalf. A proxy need not be a shareholder of the Company. You can
appoint the Chair of the meeting or any director as your proxy. Please provide an
email address for your proxy (if they are not the Chair or a director) as we cannot
guarantee that your proxy will be admitted if they intend to attend the meeting
virtually if we have not received their email address. You may still attend the
meeting either in person or online even if you have appointed a proxy.
12. The Chair of the meeting and the directors will vote in favour of all resolutions
marked “PROXY DISCRETION”, for which they have authority to vote.
VOTING/PROXY FORM
13. If you have ticked the “PROXY DISCRETION” box and your named
proxy does not attend the meeting or you have not named a proxy
(but otherwise completed the Voting/Proxy Form in full), the Chair of
the meeting will act as your proxy.
14. All directed votes FOR, AGAINST or ABSTAIN on each resolution will
be treated as a postal vote.
Signing Instructions
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be
signed by the shareholder or their duly authorised attorney.
Companies
Where a shareholder is a company or corporate shareholder, this Voting/
Proxy Form must be signed by a duly authorised officer or attorney.
Tru sts
Where a shareholder is a trust, this Voting/Proxy Form should be signed by
at least one trustee in accordance with the relevant trust deed (using the
rules for an individual, or a company, as applicable).
Partnerships
Where a shareholder is a partnership, this Voting/Proxy Form should be
signed by at least one partner in accordance with the rules governing the
partnership (using the rules for an individual or a company, as applicable).
Joint Shareholders
At least one joint shareholder should sign this Voting/Proxy Form (on
behalf of all joint shareholders). If a joint shareholder votes differently from
another joint shareholder, the vote of the shareholder named first in the
share register will be counted.
Power of Attorney
If this Voting/Proxy Form is completed by an attorney, the power of
attorney or a certified copy must, unless already provided to Fletcher
Building Limited, accompany the Voting/Proxy Form together with a
completed certificate of “non-revocation of authority”.
Viewing and voting from the Computershare Meeting Platform
Please follow the instructions above. We recommend that you complete
the set-up prior to the meeting commencing.
If you have any questions about appointing your proxy, or require
assistance with the Computershare Meeting Platform, please contact
Computershare on +64 9 488 8777 between 8.30am to 5.00pm NZT
or email corporateactions@computershare.co.nz.
Go online to www.investorvote.co.nz to cast your postal vote or lodge
your proxy or please TURN OVER to complete the Voting/Proxy Form.
www.investorvote.co.nz
Lodge your proxy online, (24/7 access) by 10.30am NZT on Monday, 20 October 2025.
Your secure access information
Control Number:
CSN/Securityholder Number:
To vote online you’ll need the above Control Number, your CSN/Securityholder Number
and postcode/or country of residence if you reside outside of New Zealand.
To be effective as a postal vote or proxy appointment, the Voting/Proxy Form must be received by 10.30 am NZT on Monday 20 October 2025.
Scan this QR Code
with your Smartphone
and Vote online.
Online
www.investorvote.co.nz
By Email
corporateactions@computershare.co.nz
By Post
Computershare Investor Services Limited
For all enquiries contact
By Phone
+ 64 9 488 8777
Private Bag 92119,
Victoria Street West,
Auckland 1142,
New Zealand
GPO Box 3329,
Melbourne VIC
3001, Australia
OR
Lodge your Postal Vote or Proxy

Resolutions (for postal and proxy voting). Please tick only ONE box in respect of each resolution
Cast a postal vote, or instruct a proxy to vote, by placing a tick (
) in the relevant box. If you have appointed a proxy and want them to decide how
to vote on the resolution, please mark the box ‘Proxy Discretion’. If you tick the ‘Abstain’ box for a particular resolution, you are directing your proxy
not to vote on that resolution. Your vote will not be counted when calculating the majority for that resolution. Proxy Discretion is not applicable in
the case of a postal vote.
Ordinary Resolutions
FORAGAINSTABSTAIN
1. That Peter Crowley be re-elected as a director of the Company.
2. That Jacqui Coombes be elected as a director of the Company.
3. That James Miller be elected as a director of the Company.
4. That the directors be authorised to fix the fees and expenses of the auditor.
5. That the Company’s Remuneration Report for the year ended 30 June 2025, available on
the Company’s website, be adopted.
Postal Voting (To use if you will not attend the meeting and are not submitting your postal vote online)
I wish to vote by postal vote (please tick the box). My voting intentions are indicated in the resolutions section below.
Appointment of a Proxy (For use if you will not attend the meeting but wish someone to represent you and vote on your behalf at the meeting)
I/We being a shareholder(s) of Fletcher Building Limited (“the Company”) and entitled to attend and vote hereby appoint:
of
(Full Name of Proxy)
Or failing them:
(Proxy Contact Details –Email/Phone/Address)
of
(Full Name of Proxy)(Proxy Contact Details –Email/Phone/Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholders’ Meeting of the Company to be held at 10.30 am NZT on Wednesday, 22 October 2025,
and at any adjournment or postponement of that meeting, and to vote as my/our proxy thinks fit on any resolutions to amend any of the resolutions, or any resolution
so amended and on any other resolution proposed at the Annual Shareholders’ Meeting (or any adjournment thereof) so as to give effect to my/our intention as set out
below where possible. In the event I/we have not expressed any intention (in my/our proxy’s sole opinion) my/our proxy may vote at their discretion.
A proxy need not be a shareholder of the Company. You can appoint the Chair of the meeting or any director as your proxy. Please provide an email address for
your proxy (if they are not the Chair or a director) as we cannot guarantee that your proxy will be admitted if they intend to attend the meeting virtually if we have not
received their email address.
Signature of Shareholder(s)
Shareholder 1Shareholder 2Shareholder 3
Or a duly authorised officer or attorneyOr a duly authorised officer or attorneyOr a duly authorised officer or attorney
Signed this day of 2025
Day time telephone:
Shareholder Questions
Shareholders will have the opportunity to ask questions during the meeting in person or from their desktop or mobile devices via the
Computershare Meeting Platform https://meetnow.global/nz. You can also submit questions in advance of the meeting by going to
www.investorvote.co.nz and completing the online validation process or you can complete the Question section below and post this form.
Questions must be received by 10.30 am NZT on Monday, 20 October 2025. The Company reserves the right not to address questions that, in the
Chair’s opinion, are not reasonable in the context of an annual shareholders’ meeting.
Question:
Electronic Investor Communications
If you received the Notice of Meeting and Voting/Proxy Form by mail and wish to receive your future investor communications by email please
provide your email address below:
PROXY
DISCRETION