Notice of 2026 Annual Shareholders’ Meeting

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

18 September 2026

Notice of 2026 Annual Shareholders’ Meeting

Fletcher Building Limited’s 2026 Annual Shareholders’ Meeting will be held on
Wednesday, 21 October 2026, commencing at 10.30am NZT.

Shareholders may attend in person at the Maritime Room, Princes Wharf, Auckland CBD,
New Zealand, or online via the Computershare Meeting Platform. Please refer to the
attached Voting/Proxy Form for details on attending and voting online.

A recording of the meeting will be available on the Company’s website,
www.fletcherbuilding.com, after the meeting concludes.

The following 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 Jeremy Yan, GM Corporate Finance & Investor Relations +64 27 295 2384 Jeremy.Yan@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 Sandra Dodds
That Sandra Dodds be re-elected as a director of
the Company.
Resolution 2 - Auditor fees and expenses
That the directors be authorised to fix the fees
and expenses of the auditor.
Resolution 3 – Adoption of the
Remuneration Report
That the Company’s Remuneration Report for
the year ended 30 June 2026, 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
18 September 2026
Notice of Annual
Shareholders' Meeting
This is notice that the 2026 Annual
Shareholders' Meeting of Fletcher
Building Limited will be held on
Wednesday, 21 October 2026,
commencing at 10.30am NZT.
The 2026 Annual Shareholders' Meeting
will be held at the Maritime Room, Princes
Wharf, Auckland CBD, New Zealand, and as
an online meeting via the Computershare
Meeting Platform.
For information on how to participate online
at the meeting, please refer to the Procedural
Notes below.

Explanatory Notes
Board recommendation
The Board considers that resolutions 1 to 3 are in
the best interests of Fletcher Building shareholders,
and (with the relevant director seeking re-election
abstaining) recommend that shareholders vote in
favour of those resolutions.
Re-election of Sandra Dodds - 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.
Sandra Dodds was elected to the Board at the 2023
Annual Shareholders’ Meeting and, being eligible, seeks
re-election at this meeting. Sandra’s director profile is
available below.
Sandra is considered by the Board to be an independent
director on the basis that she is not an Employee and
does not have any Disqualifying Relationship, each
as defined in the NZX Listing Rules, including having
regard to the factors described in table 2.4 of the NZX
Corporate Governance Code.
Auditor fees and expenses - Resolution 2
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 3
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 the
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).
As was the case for the FY24 and FY25 Remuneration
Reports, the Board has nevertheless determined that
the Company’s 2026 Annual Shareholders’ Meeting is
an appropriate forum for pro-actively facilitating broader
shareholder engagement on the Company’s FY26
Remuneration Report.
Resolution 3 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 FY26 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 3 is not binding,
the Directors will consider the outcome of the vote
and comments made by shareholders on the FY26
Remuneration Report at the Annual Shareholders’
Meeting when reviewing Fletcher Building’s
remuneration policies.
No vote may be cast on resolution 3 by individuals
whose remuneration is detailed in the FY26
Remuneration Report (being the Managing Director
and Chief Executive Officer) or by any related party or
relative (both as defined in the Companies Act 1993)
or a proxy of them. Further, those persons will not be
able to vote on resolution 3 as a proxy for any other
shareholder if the appointing shareholder has specified
the Proxy Discretion voting direction.
The FY26 Remuneration Report can be accessed on
the Company’s website www.fletcherbuilding.com.

Sandra Dodds
BCom, FCA, GAICD
Independent Non-Executive Director
Term of office:
Appointed director 1 September 2023, last
elected 2023 Annual Shareholders’ Meeting.
Board committees:
Chair of the Audit and Risk Committee
Member of the Disclosure Committee
Member of the Safety, Health, Environment
and Sustainability Committee
Sandra has more than 30 years’ experience
in operational and financial leadership roles
across infrastructure, construction, energy
and resources businesses in New Zealand,
Australia and Asia. Most recently, she was
the Chief Executive of Urban Infrastructure
at Broadspectrum and previously held
senior executive roles with Downer EDI
and Fulton Hogan.
Sandra brings to the Board significant
experience in governance, financial
oversight, risk management and major
infrastructure operations.
Sandra is also a director of Contact Energy
Limited and OceanaGold Corporation.
Venue Location
The Maritime Room is located at:
Princes Wharf, Auckland CBD, New Zealand.
• Waitematā Train Station is approximately
a seven minute walk away.
• The Downtown Ferry Terminal is
approximately a four minute walk away.
• Paid parking is available nearby at
Downtown Car Park and Princes Wharf
Car Park.
Lift access is available on request if required.
Director Profile

Voting/Proxy Forms must be received at Computershare
Investor Services by 10.30am NZT on 19 October 2026.
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’. Select ‘Shareholder’ on
the login screen and enter your CSN/Securityholder
Number and post code (or country of residence
if outside of New Zealand). 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.
Procedural Notes
1. Persons entitled to vote
Voting on all resolutions put before the 2026 Annual
Shareholders' Meeting will be by poll. Voting
entitlements for the meeting will be determined at
close of trading on 19 October 2026 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 3 by individuals
whose remuneration is detailed in the FY26
Remuneration Report (being the Managing Director
and Chief Executive Officer) or by any related party or
relative (both as defined in the Companies Act 1993)
or a proxy of them. Further, those persons will not be
able to vote on resolution 3 as a proxy for any other
shareholder if the appointing shareholder has specified
the Proxy Discretion voting direction.
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 (attached to
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.

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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
The 2026 Annual Shareholders’ Meeting of Fletcher Building Limited will be held on Wednesday, 21 October 2026 at 10.30am NZT.
The meeting will be held at The Maritime Room, Princes Wharf, Auckland CBD, 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.
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 it
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, 19 October 2026.
6. No vote may be cast on resolution 3 by individuals whose remuneration
is detailed in the Remuneration Report (being the Managing Director and
CEO) 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 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, 19 October 2026.
Your secure access information
Control Number:
CSN/Securityholder Number:
To lodge a postal vote or proxy appointment online prior to the meeting, 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 19 October 2026.
Scan this QR Code
with your Smartphone
and Vote online.
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 Sandra Dodds be re-elected as a director of the Company.
2. That the directors be authorised to fix the fees and expenses of the auditor.
3. That the Company’s Remuneration Report for the year ended 30 June 2026, 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, 21 October 2026,
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 2026
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, 19 October 2026. 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