What did Fletcher Building announce?
Fletcher Building (NZX: FBU) filed “Proxy Advisor Presentation” with NZX on 29 September 2026, as an NZX announcement.
- Which company?
- Fletcher Building (NZX: FBU)
- When was it filed?
- 29 September 2026
- Where is the original?
- NZX announcement
Proxy Advisor Presentation
Fletcher Building Limited, 810 Great South Road, Penrose, Auckland 1061, New Zealand
30 September 2026
Proxy Advisor Presentation
Fletcher Building releases the attached presentation, which was prepared in connection
with Fletcher Building’s upcoming engagement with proxy advisers.
There is no new material information contained within the presentation.
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
---
Governance
Briefing
OCTOBER 2026
Golden Bay – Portland Manufacturing Plant
Update picture
Agenda
1.FY26 at a glance
2.Board composition
3.FY26 Remuneration framework and outcomes
4.Looking ahead: FY27 remuneration framework changes
5.Our stakeholders
6.Appendix
2
FY26 at a glance
Update image
FY26 key takeaways
4
❶
Steady performance in a tough macro environment
❷
Progressed the execution of our strategy
❸
Resilient balance sheet, with net debt in target range
❹
Group ROIC improved, but more work to do
❺
Operating cashflows strong, but continue to be impacted by legacy projects
| Governance Briefing| October 2026| Fletcher Building Limited
1.Continuing operations
2.Before Significant Items
3.Excluding surplus property sales, EBIT Margin was 6.2% (FY25: 5.8%) and ROIC was 4.7% (FY25: 4.1%)
5
EBIT
1,2
$414m
$85m higher than FY25
Net
Debt
$637m
vs $999m FY25
ROIC
1,2,3
5.3%
vs 4.1% at FY25
Capital
Expenditure
$288m
vs $280m FY25
Revenue
1
$6.0b
7.3% higher than FY25
EBIT Margin
1,2,3
6.9%
vs 5.9% FY25
Net Earnings
$228m
vs -$419m net loss FY25
Net Cash from
Operating Activities
$715m
vs $501m FY25
FY26 financial summary
| Governance Briefing| October 2026| Fletcher Building Limited
6
Turnaround plan
FY26 delivered on portfolio simplification, providing a platform for future ROIC improvement
ImplementedFuture
Australian and Steel divisional
restructure
Group IT restructure
Group-wide SAP rollout stopped
Initial phase of corporate cost out
and decentralisation restructure
Completion of NZICC, and legacy
projects provisioned
Golden Bay Cement long-term
domestic manufacturing secured
Simplified capital structure and
USPP exit
Construction Division divested
Reinforcing & Wire divested
NX2 and CSP divested
Property portfolio optimisation
(Cheltenham, Felix St, Elizabeth)
MADE by Laminex shut down
Clever Core shut down
Frame & Truss repurposed to former
Clever Core site (~$100m cash benefit)
Stopped industrial land development
Assess and execute on growth
options inside core divisions
Continue to assess wider portfolio
for strategic fit and ROIC
performance
Complete strategic review of
Residential & Development
Further decentralise corporate
functions and drive lower costs
Reset dividend policy as free cash
flow and balance sheet targets are
met
| Governance Briefing| October 2026| Fletcher Building Limited
FY26 operational highlights
▪PlaceMakers’ new Cavendish Drive Frame & Truss plant now
operational
▪Firth new flagship Auckland batching plant opened in Penrose - a
significant investment in Auckland’s ready-mix capacity
▪The Urban Quarry opened a new site in Tamahere, improving
cleanfill options for Waikato construction projects, with total
tonnage growing 28% YoY and cleanfill growing 35% YoY
▪Winstone Aggregates Hunua Quarry fast track expansion lodged
▪Fletcher Insulation AU successfully delivered the new Sonata
Acoustics plant, establishing a platform for future growth in the
higher-value acoustic solutions market
▪Iplex NZ recycling programme has diverted more than 15,000
tonnes of pipe off-cuts from landfill, reinforcing the business's
circular economy ambitions
▪Iplex AU successfully commissioned a new PVC high speed foam
core line in Strathpine, and additional large bore BlackMax
capacity in Albury
▪Laminex AU improved performance through a disciplined cost-out
programme spanning logistics, network, labour, raw materials and
overheads
| FY25 Results Presentation | 20 August 2025 | Fletcher Building Limited7
Update pic
7| Governance Briefing| October 2026| Fletcher Building Limited
Board
composition
Board Composition
9
The Board is well equipped to oversee Fletcher Building, following significant recent renewal
Director
Diversity (43%)
Appointed
Average Tenure (3.6 yrs)
Role
Independence (86%)
Committee Memberships
Audit & RiskDisclosureNominations
People &
Remuneration
Safety, Health,
Environment,
Sustainability
Peter Crowley
1 Oct 2019;
Chair 3 Feb 2025
Independent Board
Chair
MemberChair
James Miller
1 Jun 2025; Deputy Chair
15 Dec 2025
Independent Deputy
Chair
MemberMemberMemberMember
Andrew Reding
22 August 2024;
MD/Group CEO:
30 Sept 2024
MD and Group CEO
Jacqui Coombes14 Apr 2025Independent NEDMemberChair
Sandra Dodds1 Sept 2023Independent NEDChair MemberMember
Tony Dragicevich1 Aug 2024Independent NEDMemberMember
Cathy Quinn1 Sept 2018Independent NEDMemberChairChair
| Governance Briefing| October 2026| Fletcher Building Limited
Update Image
FY26 Remuneration
framework and
outcomes
FY26 Remuneration Framework
11
Remuneration is comprised of three components. Short-term incentives were reviewed ahead of FY26, with long-
term incentives now also updated.
Minimum shareholding requirement (% of base): The Group CEO and Executives have requirements of 100% and 75% respectively. No vested shares may be sold until
this requirement is met and no LTIs would count towards the minimum requirements unless they vest. As at 30 May 2026, the Group CEO’s shareholding was 26.5% of
base salary.
Fixed Remuneration
No Change
•Benchmarked against NZ and AU
peers, comparable in size, complexity
and industry.
•Based on job size, individual
capability and performance.
Short-term Incentive (STI) plan
Reviewed ahead of FY26, to focus on financial performance
Opportunity (% of base) and deferred component:
Performance measures:
Financial (80%), Safety (10%), Individual business improvement
(10%)
Gates:
Safety leadership interactions is a gate to the entire STI. In the
event of a fatality, the safety component is automatically
forfeited for all Chief Executives and accountable BU leaders
EBIT is a gate to eligibility for individual goals
Executive Long-Term Share Scheme (ELSS)
Reviewed in FY26, to reflect on Fletcher Building’s revised
strategy and financial framework
RoleAt targetAt Maximum2 year deferral
Group CEO100%1.5 x target50%
Chief Executives70% - 80%1.5 x target40%
Period:
•3 year period from 1 July 2025 to 30 June 2028
Measures:
•Absolute Total Shareholder Return (aTSR) –50%,
determined by achievement of a Cumulative
Annual Growth Rate (CAGR) set with reference to
Fletcher Building’s Cost of Equity (CoE), with
15.0% CAGR at target and 16.8% at maximum.
•Return on Invested Capital (ROIC) – 50%, set with
consideration of Fletcher Building’s weighted
average cost of capital (WACC), given ROIC was
significantly below WACC at the time of the offer
(~4.5% vs 8-9%), the target was set at 7.3%, with
maximum vesting at 8%. This reflects a path to
strong improvement, with the expectation that
targets will move to WACC levels of at least 8%
with the 2026 offer.
| Governance Briefing| October 2026| Fletcher Building Limited
Chief Executive LTI Update
12
Short-term:
Medium-term:
Long-term:
Strategic
Focus
Decentralisation
Divestment of businesses not focused on
the manufacturing and distribution of
building products and materials
Fully implement new operating model
Portfolio simplification
return to dividend-paying status
Sustainable
value creation
for shareholders
Performance
measures
&
period
Review:
Consider replacing ROIC with an
alternative performance measure
that better supports sustainable long-
term growth.
Period:
•3 year period from 1 July 2025 to 30 June 2028 (to align to FB’s financial year).
Measures (equally weighted):
•Absolute Total Shareholder Return (aTSR), to drive increased shareholder value, with
performance hurdles considering Cost of Equity, with 15.0% CAGR at target and 16.8% at
maximum.
•Return on Invested Capital (ROIC), set with consideration of Fletcher Building’s weighted
average cost of capital (WACC), targeting 7.3% with maximum vesting at 8%.
Quantum
(as a % base)
Group CEO:
•Target = 150% of base salary
Chief Executives:
•Target = 70% of base salary (from
2026 onwards)
Maximum opportunity is 1.05x Target
for all participants
•From the FY27 offer, the ELSS will be offered as share rights rather than the current loan
share scheme.
•The ELSS Performance measures (aTSR and ROIC) will be re-reviewed ahead of the FY29
offer. This approach enables the ELSS to evolve aligned to the Group’s medium- and
longer-term strategies.
Long-term incentive changes strengthen alignment with the Group’s turnaround strategy, linking reward more
directly to sustainable earnings, capital discipline and long-term value creation.
| Governance Briefing| October 2026| Fletcher Building Limited
13
FY26 STI Outcomes – Group CEO
CategoryMeasure
Scorecard
weighting
payout range
Actual
outcome (% of
maximum)
Comment
Safety gateGate for any payment
Continued to champion the Protect Strategy by maintaining a strong on-site presence, undertaking
safety walks and engaging directly with teams across Fletcher Building’s operations.
Financial goals
(80%)
FB Group EBIT (gate to individual goals) 0% - 50%
After applying Board discretion, the annual EBIT result was between the threshold and target
performance hurdles. The goal was partially achieved.
FB Group Free Cash H1 0% - 15%
The half year free cash result was above the maximum performance hurdle. The goal was fully
achieved.
FB Group Free Cash FY 0% - 15%
The full year free cash result was below the threshold performance hurdle. The goal was not
achieved.
Safety goals
(10%)
Safety lead goal: Successfully achieve 75% controlled
critical risks
0% - 5%
Forfeited
While this goal was achieved (78% controlled critical risks), the entire safety component was forfeited
due to a fatality. The focus on the roll-out of critical risk initiatives is key in driving the right behaviours
and creating a safe workplace.
FB Group Total Recordable Injury Frequency Rate
(TRIFR) reduced from 2.9 to 2.6 or below
0% - 5%
Group TRIFR has increased from 2.9 to 3.7 during FY26. While this partly reflects the impact of
divested businesses, it also highlights the need for improved safety performance. As such we will
review and refresh our Protect framework in FY27.
Note: Full safety component forfeited due to the fatality in Vanuatu during FY26. Details of the fatality and three serious injuries that occurred in FY26, together with the specific measures taken in
response are outlined in the FY26 Remuneration Report.
Individual goals
(10%)
Achieve net debt within the target range of $400m to
$900m by the end of FY26
0% - 4%
Net debt closed at $637 million in FY26, comfortably within the target range and significantly below
the FY25 forecast range of $1.05b to $1.10b, reflecting strong balance sheet management and cash
discipline.
Deliver a further $30m of corporate cost savings on an
annualised run-rate basis by the end of FY26
0% - 4%
Savings in excess of $30 million were achieved, including more than $20 million from Corporate
Centre initiatives and approximately $13 million from the removal of corporate and divisional
overhead costs, following the divestment of the Construction division.
Establish succession plans for all critical senior
leadership roles (CEO and Chief Executives) by the end
of FY26
0% - 2%
A structured succession planning framework was established for the CEO and Chief Executive roles,
including a Board-led CEO succession programme, successor identification, readiness assessments,
and targeted development planning to strengthen leadership pipeline depth over the medium and
long term.
FY26 STI Outcome (as a % of maximum)0% - 150%37.5%
c
At or above maximum
Between target and maximum
Between threshold and target
At or below threshold
c
Key:
| Governance Briefing| October 2026| Fletcher Building Limited
14
FY26 LTI Outcomes
Date of offerShares offered % vested % forfeitedContext
July 20251,637,863
In-flight
As per the updated ELSS design
introduced in FY26, grant and test dates
were aligned to Fletcher Building’s
financial year from the 1 July 2025 offer.
September 2024 1,302,514 -
September 2023776,435 -
September 2022638,499 0%100%
As per the 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.
July 2021395,085 0%100%
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 have been forfeited in August
2025.
| Governance Briefing| October 2026| Fletcher Building Limited
FY26 Non-executive Director Remuneration
Notes:
1.In addition to the Board and Committee fees, overseas based directors are paid an annual travelling allowance of $18,000 in recognition of the additional time spent travelling to and from New Zealand for company-related matters.
Moreover, the Board may agree to pay additional fees to one or more directors to address unscheduled, additional work required for the Company. Fees for such additional work will be time based, currently $1,200 per half day, to address
the variable nature of that work. While no such fees are budgeted or planned, the aggregate amount of such fees is limited to $70,000 in the year and any one director is limited to receiving no more than $14,500 in the year (being the same
amount as paid to a member of the Remuneration Committee) without further approval of the Board.
15
Director fees are paid within the total directors’ remuneration pool of $2 million per annum, approved by
shareholders in 2011.
Board/Committee¹RoleFY25 RemunerationFY26 Remuneration
Board of Directors
Chair$320,000$320,000
Deputy Chair-$200,500
Non-executive director$155,500$155,500
Audit and Risk
Chair$38,000$38,000
Member$19,500$19,500
Disclosure
Chair-$20,000
Member-$10,000
Nominations
Chair--
Member$8,500$8,500
People and Remuneration
Chair$29,000$29,000
Member$14,500$14,500
Safety, Health, Environment and
Sustainability
Chair$29,000$29,000
Member$14,500$14,500
| Governance Briefing| October 2026| Fletcher Building Limited
Update picture
Looking ahead:
FY27 remuneration
framework changes
FY27 Remuneration framework changes
17
The following key changes were made following the comprehensive review:
FY29: The ELSS Performance measures (aTSR and ROIC) will be re-reviewed ahead of the FY29 LTI offer.
Variable remunerationRationale
•Introduction of a Group EBIT gate to cap Division/BU plans at
target: A minimum level of collective Group financial performance
is required before Divisions/BUs are eligible for above-target
payments.
•Removal of the Group EBIT goal from Division/BU plans: With
Group EBIT now operating as a gate to outperformance for
Division/BU plans, all financial measures on these plans are based
on Division/BU performance – aligned to our refreshed strategy.
Overall Group performance carries significant weight in the
overall incentive opportunity (STI plus LTI) given the ELSS for Chief
Executives (CEs) includes Group goals only.
•Consistent safety measures across all role types: Safety lead
goals historically differed by role type. From FY27, the lead goal
will be based on % critical risks controlled for all role types,
providing simplification.
•The introduction of a Group EBIT gate to cap payments, is an
important governance mechanism to prevent payment for
outperformance at a Division/BU level when the collective Group
has materially underperformed.
•A stronger focus on Division/BU performance for business leaders
aligns to our decentralised operating model and strategic BU focus,
balanced with the newly introduced Group EBIT gate.
•Focusing all roles on % critical risks controlled acknowledges the
importance of this measure, to which all participants can
meaningfully contribute, to drive our focus on zero serious injuries
across the Group.
| Governance Briefing| October 2026| Fletcher Building Limited
Our stakeholders
•In July 2025, we tragically lost one of our colleagues, Max, in a
fatal event in Vanuatu (Construction Division). Our thoughts
remain with his family and colleagues, and the safety and
wellbeing of our people continues to be our highest priority
•Since resetting Protect nearly sevenyears ago, we have seen a
90% reduction in serious injuries (down from an average of 24 a
year to two) and a 50% reduction in our recordable injuries
(down from an average of 300 to 150 p.a.)
•All sites have been assessed for their safety performance and
cultural maturity to ensure visibility by leadership of all sites, with
plans put in place for each site
•In FY27, we will be reviewing and refreshing our Protect
framework – in particular our Safety Leadership Programme and
our Critical Risk Framework
Our safety
Refreshing our commitment to Protect
19
SERIOUS INJURIES
As at 30 June 2026
TRIFR
Total Recordable Injury Frequency Rate, as at 30 June 2026
CRITICAL RISKS (% CONTROLLED)
As at 30 June 2026
2
4
1
2
FY25FY26
Including ConstructionExcluding Construction
2.9
3.3
3.1
3.7
FY25FY26
Including ConstructionExcluding Construction
70%
79%
73%
81%
FY25FY26
Including ConstructionExcluding Construction
| Governance Briefing| October 2026| Fletcher Building Limited
Senior leader engagement
Focus on leadership
development and strategy
communication has seen GM
engagement lift. In April 2026,
eNPS reached +59, reflecting an
increase of 21 since October
2025, in the upper quartile
against external benchmarks.
This represents the strongest
uplift at any job level.
Stronger GM engagement
supports leadership continuity
and reduces succession risk
across the business
20
Employee Education Fund (EEF)
The EEF continues to invest in
our people to develop the skills
that will support our businesses
to perform.
This includes leadership
development to support talent
pipelines and succession
planning; programmes that
continue to build diversity,
particularly in leadership; and
training to build skills and
capabilities across our
businesses
Continuing to grow diversity
Fletcher Building continues to
show clear progress towards a
more inclusive workplace.
Women now make up 25.1% of
the workforce and 23.7% of
leadership roles, with
improvements in pay parity,
retention and engagement.
This work has created stronger
systems, leadership
accountability and talent
pathways that also widen
diversity outcomes
Reconciliation Action Plan
OurRAP commitments in
Australia are coming to life with
initiatives that celebrate culture
and connect with community.
These include supporting 70
First Nations children by
funding school resources, and
senior leaders giving their time
as mentors at local high
schools. We have also hosted
‘Work Inspiration Days’
Our people
Targeted investment in leadership, skills and culture is lifting engagement and building capability to deliver our
strategy
| Governance Briefing| October 2026| Fletcher Building Limited
Our community
21
Supporting the communities in which we operate
Fletcher Living Canterbury team
members swapped their desks for
the slopes of the Port Hills,
planting 300 native trees
inHorotaneValley as part of an
ongoing effort to help restore
Christchurch's natural landscape.
The initiative aims to restore
native forest to designated areas
across the Hills, with the team
returning throughout the year to
help maintain them.
Tukapa Rugby & Sports Club in
Taranaki has received a brand-
new roof. The project was a
result of a community
partnership led by Dimond
Roofing, alongside ColorCote,
Farnsworth Roofing, Cunningham
Construction, Bremick, and
Lifestyle Building & Construction.
Meals for the Mob provides free,
healthy meals to First Nations
families, community groups and
services experiencing food
insecurity. Working from the
Abbotsford kitchen alongside
FareShare and SecondBite
volunteers - Fletcher Insulation,
Stramit, Iplex and Laminex staff
contributed over 2,000 meals for
the community.
For many years, the Mico team,
together with our customers,
suppliers and partners, has
supported Make-A-Wish.
We've helped raise over
$450,000, helping to grant life-
changing wishes to children living
with critical illnesses.
| Governance Briefing| October 2026| Fletcher Building Limited
Our customers
We’re proud of the products and people helping our customers build their future
22
Laminex Calm & Cohesive finishes
chosen for flagship clinic
Designing Auckland Radiology’s
new patient-centred clinic,
specialist architects Klein designed
a healthcare interior that counters
anxiety and feels warm and
familiar. Across Laminex’s
integrated Formica and Melteca
collections, the designers had
access to the coordinated finishes
needed for a healthcare interior
where ambience matters as much
as hygiene
PlaceMakers PLUS
PlaceMakers launched its new
customer loyalty programme in
February 2026, designed to
strengthen customer relationships.
This marks the biggest evolution of
the PlaceMakers loyalty offering to
date. PlaceMakers Plus is now
integrated into the PlaceMakers
Trade Portal and Trade App, where
customers can view their points
balance, tier status and other
benefits
Firth mobilises mobile plants for
two major wind farms
Firth continues to set the standard
in supplying concrete to New
Zealand’s most remote sites,
deploying four mobile plants for
two major wind farm projects:
Kaiwera Downs - 15 km southeast
of Gore, and Kaiwaikawe - 12 km
northwest of Dargaville.
Both projects are being
constructed by Higgins for Mercury
Energy
Iplex AU - driving efficient urban
infrastructure delivery
Delivery of essential sewer
infrastructure for the expanding
Flagstone community near
Brisbane with SewerMax gravity
sewer system. Combining
durability, ease of installation, and
long-term corrosion resistance,
SewerMax helped improve
construction efficiency while
providing a reliable, future-ready
network to support ongoing
population growth and urban
development
| Governance Briefing| October 2026| Fletcher Building Limited
Our environment
23
Note: 1. Scope 1 & 2 Emissions (market-based method); 2. Based on published Environmental Product Declarations (EPDs)
Supporting our local environment and improving our operational sustainability
Leadership
A-
Supplier
Engagement
A
ESG Rating
AAA
ESG Rating
71
ESG Rating
B
ESG Rating
4.5
Carbon emissions
21%
lower
vs FY18 baseline
1
76%
of revenue from
Sustainably
Certified Products
86%
of waste diverted
from landfill
Golden Bay Cement also
received the Carbon
Reduction Award at the
2025 Concrete NZ
Conference Awards. GBC
produces NZ’s lowest carbon
general-purpose cement,
~15%-20% lower than
imported alternatives
1,2
Golden Bay Cement
supported the re-
introduction of around 450
wētāpunga (giant wētā) to
Matakohe Limestone Island,
in partnership with local iwi,
community groups and
conservation organisations
Urban Quarry opened a
new site in Tamahere,
offering managed and
cleanfill solutions to
clients in the central
North Island. Urban
Quarry throughput over
250k tonnes of cleanfill
in FY26 (+35% YoY)
Comfortech has
partnered with
Lodestone Energy to
match 100% of electricity
used at Penrose site with
solar generated
renewable energy
| Governance Briefing| October 2026| Fletcher Building Limited
Appendix
Update picture
25
Note: 1. Before Significant Items
•A leading building materials
manufacturer and distributor across
New Zealand and Australia
•NZX and ASX listed (FBU), with market
cap of ~NZ$4bn
•FY26 Revenue of $6.0b and EBIT
1
of
$414m (continuing operations)
•Operates through a portfolio of 19 core
business units, which employ 9,000+
people across Australia and New Zealand
Fletcher Building at a Glance
| Governance Briefing| October 2026| Fletcher Building Limited
Thank you
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.