What did Fletcher Building announce?

Fletcher Building (NZX: FBU) filed “Proxy Advisor Presentation” with NZX on 29 September 2026, as an NZX announcement.

When was it filed?
29 September 2026
Where is the original?
NZX announcement
Fletcher Building/Announcement
Fletcher Building logo

Proxy Advisor Presentation

General29 September 2026FBUMaterials

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

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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.