Fletcher Building : 2017 ASM - Notice of Meeting

of the constitution of the company and NZX Main Board Listing Rule 3.3.6, any director appointed by the board may only

hold office until the next Annual Shareholders'

Meeting, at which point they are eligible for election. Accordingly, Mr Hassall offers himself for election at this 2017 Annual Shareholders' Meeting.

Pursuant to clause 28.5 of the constitution of the company and NZX Main Board Listing

Rule 3.3.11, one third of the directors (excluding a director appointed by the board), or if their number is not a multiple of three, then the number nearest to one-third, must retire from office at the annual meeting of the company each year.

Accordingly, John Judge and Cecilia Tarrant, being those directors who have been longest in office since they were last elected, retire by rotation.

Cecilia Tarrant offers herself for re-election. As previously announced, John Judge is not offering himself for re-election.

The board considers Bruce Hassall and Cecilia Tarrant each qualify as an Independent Director for the purposes of the NZX Main Board Listing Rules.

Both directors standing for election do so with the full support of the board.

Explanatory note 2: Auditor's remuneration

EY is the existing auditor of the company and has indicated its willingness to continue in office. Pursuant to section 207T(1) of the Companies Act 1993, EY is automatically reappointed at the annual meeting as auditor of the company. The proposed resolution is to authorise the directors to fix the auditor's fees and expenses for the following year

for the purposes of section 207S of the Companies Act 1993.

The board unanimously recommends that shareholders vote in favour of Resolution 3.

PROCEDURAL NOTES

Voting

As the 2017 Annual Shareholders' Meeting will be a hybrid meeting, voting on all resolutions put before the meeting will be by poll. Shareholders can, and are encouraged to, exercise their right to vote if they cannot attend the meeting in person. Results of the voting will

be notified to the NZX and ASX.

Casting your vote

The Voting and Proxy Form allows you to vote on the resolutions notified in the Notice of Meeting. You may cast your vote in one of three ways:

Personal attendance

If you wish you can attend the

annual meeting in person or remotely online via Lumi AGM, with voting at the meeting conducted electronically.

Postal vote

If you wish to make a postal vote, you should complete the

Voting and Proxy Form and return it to the share registrar by 10.30 am on Monday, 23 October 2017. If you are unable to attend the meeting, you are encouraged to lodge a postal vote.

Appoint a proxy to vote

Alternatively, you may appoint a proxy to attend the meeting and vote on your behalf. To do this you should complete the

Voting and Proxy Form, including the proxy appointment and return it to the share registrar

for receipt by 10:30 am on Monday, 23 October 2017. If you appoint a director as your proxy, then any undirected proxies granted to the director will be voted in favour of resolutions 1, 2 and 3 above.

All directed votes for, against or abstain on each resolution will be treated as a postal vote.

Online postal voting and proxy appointment

Shareholders can elect to lodge

their postal vote or proxy appointment online on the website of the company's share registry, www.investorvote.

co.nz. You will be required to enter your CSN/securityholder number and postcode/country of residence and the secure access control number that is located on the front of your Voting and Proxy Form or follow the prompts in the email you received.

General business

It is possible that matters not

notified in the Notice of Meeting may be raised for consideration at the meeting. These matters cannot by

virtue of section 109 of the New Zealand Companies Act 1993 be binding on

the board.

Entitlement to vote

The persons who will be entitled to vote on the resolutions at this Annual Shareholders' Meeting are those persons who will be the shareholders of the company at 5.00 pm on Friday, 20 October 2017.

Voting and Proxy Form updating

To assist shareholders wishing to exercise their voting rights at this Annual Shareholders' Meeting, whether in person, remotely online, by proxy or by postal vote, the Voting and Proxy Form and shareholder attendance card accompanying this Notice of Meeting have been

personalised with individual shareholder details. The Voting and Proxy Form shows your current shareholding.

If, at 5.00pm on Friday, 20 October 2017 your shareholding is different from that shown on the Voting and Proxy Form, your voting entitlement will be automatically updated for all polls at the meeting.

Appointing a proxy

All shareholders entitled to attend and vote at this Annual Shareholders' Meeting are entitled to appoint a proxy to attend and vote for them in their place. The proxy need not be a shareholder of the company. The enclosed Voting and Proxy Form also provides for the appointment of a proxy, and, if used, must be lodged at the office of the share registry, Computershare Investor Services Limited, before

10.30 am, Monday, 23 October 2017.

If you are appointing a proxy who is not the chairman of the meeting or another director, you must provide his/her contact details. If this is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.

The addresses for the share registries are:

New Zealand

Computershare Investor Services Limited Private Bag 92119

Auckland 1142

Australia

Computershare Investor Services Pty Limited

GPO Box 3329

Melbourne

VIC 3001, Australia

Yarra Falls

452 Johnston Street Abbotsford

VIC 3067, Australia

You may also lodge your postal vote or proxy appointment online at www.investorvote.co.nz

Voting process

All items of business are ordinary resolutions and are required to be passed by a simple majority of the votes of those shareholders entitled to vote and voting on the resolutions. The company secretary, Charles Bolt, has been authorised by the board to receive and count postal votes at the meeting.

By order of the board, Auckland, New Zealand

CHARLES BOLT

Company Secretary

19 September 2017