FBuShare is Fletcher Building’s global employee share plan that allows eligible employees of the Fletcher Building group to purchase Fletcher Building shares and, subject to certain conditions, receive Award Shares at no additional cost on a 1:2 basis. FBuShare has been designed to offer the same benefits to all eligible employees.

FBuShare offers eligible employees the opportunity to purchase Fletcher Building shares and, provided that the employee remains employed within the Fletcher Building group, receive one free share (Award Share) for every two shares purchased in the first year of the qualification period and still held at the end of the three year qualification period.
There are no performance hurdles attached to receiving the Award Shares except continued employment within the Fletcher Building group and continuing to hold shares for the three year qualification period. Participants will also be entitled to dividends on shares in the plan which will be invested to purchase more shares.

FBuShare is being offered in order to:

• Encourage all employees to identify with Fletcher Building.
• Allow employees, both full and part-time, the opportunity to participate in the growth of Fletcher Building (if any).
• Encourage a focus on the performance of the Fletcher Building group as a whole in addition to focussing on an employee’s business unit.
• Drive an improvement in business performance for the Fletcher Building group.
• Increase the proportion of employees who hold shares in Fletcher Building.
• Assist in the retention of employees.
• Align the interests of employees with those of Fletcher Building’s shareholders.

FBuShare provides an easy opportunity to invest in shares and receive Award Shares at no further cost simply by remaining employed within the Fletcher Building group and continuing to hold shares over the three year qualification period. Whatever stage you have reached in your career with the Fletcher Building group and however much you choose to invest (up to the maximum annual limit), the plan will provide an opportunity to identify with and participate in any growth of Fletcher Building.
We know that people find work more satisfying when they feel they are contributing to the overall success of the businesses they work for. Having a share in our global businesses will generate a sense of ownership and inclusion.

Employee share plans help link individual and collective performance and drive individual performance towards the achievement of the organisation's collective goals. For Fletcher Building, offering such a plan also enhances our image as an employer of choice, meaning that we will continue to attract and retain the best talent for our organisation.

All permanent employees, full and part-time, who are employed by any member of the Fletcher Building group and who reside in eligible countries (determined by the company) are eligible to participate in FBuShare. To be eligible, employees need only be employed within the Fletcher Building group at the time of application.

All permanent employees, full and part-time, who are employed by any member of the Fletcher Building group and who reside in any of the following countries:

• American Samoa
• Australia
• Canada
• China
• Fiji
• Finland
• Germany
• Malaysia 
• New Zealand 
• Papua New Guinea 
• Samoa 
• Solomon Islands 
• Spain 
• Taiwan
• Thailand 
• Tonga 
• United Kingdom 
• United States of America 
• Vanuatu

Yes. However, employees in jurisdictions where it is not possible or practicable to offer shares due to local laws (such as China or Fiji) will receive an offer to participate in the phantom plan, which is described at section 15.

No, FBuShare is only available to permanent full and part-time employees.

No. FBuShare is only available to eligible employees. You may transfer shares to family members at any time (subject to local laws governing sales of securities) but if you choose to transfer shares to family members during the three year qualification period, you will lose the ability to receive Award Shares in respect of those shares.

No. To be eligible, employees need only be employed within the Fletcher Building group at the time set by the company for applications to be received.

You can continue to participate if you are on paid leave.

If you take unpaid leave your contributions will cease, as will purchases of shares on your behalf. If you recommence paid leave or employment, your contributions and purchases of shares on your behalf will recommence. You will be unable to make additional payments prior to, or on return from, temporary unpaid leave. If you are on unpaid leave at the end of a qualification period you will still receive the Award Shares for which you are eligible.

Yes, provided that you are a permanent employee.

All eligible full-time or part-time permanent employees who are not already participating in FBuShare will receive an invitation to apply for FBuShare. You can apply to join FBuShare online or by completing a hard copy application form and working with your local payroll or People and Performance contact to complete the online application on your behalf.

Invitations will be emailed to those employees for whom the Fletcher Building group holds an email address or sent by mail as a letter to those employees without email addresses. In some circumstances your People and Performance adviser or payroll will distribute letter invitations.

Generally, there will be one opportunity to join FBuShare each plan year.

No, once you have joined the plan, your contributions will continue to be deducted from your after-tax pay until you elect to vary or suspend your participation in the plan or withdraw from the plan (which may only be done during a plan window). However, there is no guarantee that the plan will continue to be offered in future years. Employees who have already joined FBuShare can vary their level of participation (up or down), withdraw from the plan or suspend contributions to the plan during the forthcoming plan window. If you take no action during the March 2018 plan window, you will continue to participate in FBuShare at the same annual contribution level.

You can only leave FBuShare during a plan year if you cease employment with the Fletcher Building group, you change the country you work in and the currency in which you are paid (and the new country and currency are not part of the eligible countries where employees are permitted to participate in the plan) or if you receive approval from Fletcher Building. The company will approve suspension or withdrawal from the plan in cases of genuine financial hardship. Please contact your People and Performance adviser if you want to withdraw from FBuShare during the plan year and provide reasons for the withdrawal.

No. Once you join you must remain in the plan until the next plan window. At that time you can suspend your participation in the plan or withdraw from the plan (or vary your participation in the plan). Note that if you withdraw from the plan, you will no longer be eligible for Award Shares on any shares held in the plan.
Employees who have already joined FBuShare may suspend participation in the plan or withdraw from the plan or vary participation in the plan during the March 2018 plan window. If you take no action during the March 2018 plan window, you will continue to participate in FBuShare at the same annual contribution level. 

Shares are purchased on the NZSX or the ASX on your behalf by the Plan Administrator, using monies deducted from your after-tax pay each pay period. These shares are called Purchased Shares.

Yes, the company sets maximum and minimum annual investment limits in each currency (which may be changed from time to time before a plan window, in which event you will be notified of any changes). These maximum and minimum limits can be found in the Contribution Limits tables.

Yes. You will be notified of any changes to the maximum and minimum annual investment limits prior to a plan window, so that you can make alterations to your level of contributions if you wish during the forthcoming plan window.

The plan year commences on 1 April in each year.

You decide how much you want to contribute from your annual after-tax pay within the maximum and minimum limits set by the company. Once you have decided how much you wish to contribute, this amount may not be varied until the next plan window.

Your contributions will be made in the currency you are paid in.

No, your contributions will be made in the currency you are paid in.

No, you choose how much you want to contribute within the maximum and minimum annual investment limits. The minimum amount is NZ$4.80 per week, or the equivalent in other currencies (as determined by the company). The maximum amount is NZ$96 per week, or the equivalent in other currencies (as determined by the company).

Yes.

No, you cannot change the level of your contributions until the next plan window. Employees who have already joined FBuShare may change the level of their contributions during the March 2018 plan window.  There are details on varying your contribution and other options available to employees who already participate in FBuShare.

Provided that the plan is available in the country to which you relocate, you will need to advise your new payroll contact that you are a participant in the plan and complete a ‘Relocation Form’ available from your People and Performance adviser. You are responsible for ensuring that your new payroll deducts your regular contributions correctly.

No. Your new annual investment amount will be calculated using the new currency in which you are paid, based on the same relative proportion of the maximum investment amount. For example, if you were in New Zealand, paid in New Zealand dollars and elected to contribute 80% of the New Zealand maximum investment amount, and you move to Australia and are still employed within the Fletcher Building group and are now paid in Australian dollars, your annual investment amount would change to 80% of the maximum investment amount for Australian employees.

No, not unless you are going on unpaid leave or you change the country you work in and move to a country in which the plan is not available, or you receive approval from Fletcher Building to cease participating in the plan. The company will approve suspension or withdrawal from the plan in cases of genuine financial hardship.

You will continue to make contributions for the periods you are receiving pay while on temporary leave.

No, if you take unpaid leave, your regular contributions to the plan will cease, as will purchases of Purchased Shares on your behalf. If you recommence paid leave or employment, your contributions and purchases of shares on your behalf will recommence. You will be unable to make additional payments prior to, or on return from, temporary unpaid leave. If you are on unpaid leave at the end of a qualification period you will still receive the Award Shares for which you are eligible.

No, you will be unable to make additional payments prior to, or on return from, temporary unpaid leave.

No. Deductions will be made from your after-tax pay.

No.

No. Deductions will be made from your after-tax pay, spread evenly across the plan year.

Payroll deductions will be made from your first after-tax pay beginning as soon as practicable after the start of the plan year in which you joined. Each plan year starts on 1 April.

The maximum and minimum limits for each pay period can be found in the Contribution Limits tables in the Information Guide.

If the maximum investment limit decreases and, as a result, your annual investment amount exceeds the new maximum, your annual investment amount will automatically decrease to the new applicable maximum amount. If the maximum investment amount increases, then your annual investment amount will not change.

There will be no change to the amount of your investment if the minimum investment amount changes (whether up or down). However, if the minimum investment amount increases and, as a result, your annual investment amount is less than the new applicable minimum amount and Fletcher Building considers this to be impractical or unworkable, Fletcher Building may give you notice to increase your annual investment amount to the new applicable minimum investment amount. If you have not increased your annual investment amount to at least the new applicable minimum investment amount by the end of the next plan window, Fletcher Building may suspend you from further participating in the plan. In this situation any shares held by you in the plan will remain eligible for Award Shares at the end of the qualification period in the usual way, provided you meet the award conditions.

All contributions are paid over to the Plan Administrator on a monthly basis, regardless of the frequency of pay periods. The Plan Administrator holds the contributions in non-interest-bearing bank accounts until the contributions are used to acquire shares on-market.

Where practicable, shares will be purchased on the NZSX for participating employees whose payroll currency is New Zealand dollars, and on the ASX for all other participating employees.

The Plan Administrator purchases shares on behalf of participants on the NZSX and the ASX on a monthly basis using payroll contributions made in the immediately preceding month. These will be known as Purchased Shares.

Purchased Shares will be purchased each month using the contributions made by you in the immediately preceding month. However, acquisitions of shares by the Plan Administrator may be suspended by Fletcher Building for certain participants at any time in order to avoid breaching insider trading laws.

Deductions will be made as soon as practicable from your first after-tax pay immediately following the plan window in which you applied to join the plan. You can review your transaction details through the Fletcher Building Employee Share Plan Centre, www.computershare.com/fbushare, to confirm that the Plan Administrator has received your regular contribution. If your regular contribution is not deducted, you should advise your payroll contact immediately. If the Plan Administrator does not receive regular contributions from you, Purchased Shares will not be acquired on your behalf.

The first purchase of Purchased Shares will occur in the second month after the close of a plan window, utilising contributions made in the first month following the plan window. For employees joining FBuShare during the March 2018 plan window, the first purchase of Purchased Shares will occur in May 2018, utilising contributions made in April 2018.

Shares will be acquired by the Plan Administrator on the NZSX or the ASX on behalf of all participants on a monthly basis, so the purchase price will be the market price (plus any brokerage or other costs of acquiring shares). This is intended to result in all participants paying the same price for Purchased Shares each month.

Shares can only be purchased in whole units, so there may be a residual investment balance after Purchased Shares are acquired in any one month. Any monies left over are added to your contributions for the next monthly purchase.

Any monies are rolled over to the next plan year.

Once you cease to be employed within the Fletcher Building group, you automatically cease participation in the plan (subject to the Plan Administrator being advised of cessation of employment). The Plan Administrator will refund any amount paid by you which has not been used to acquire Purchased Shares.

If the Plan Administrator does not receive notification of cessation of employment prior to the next purchase date, the Plan Administrator will still purchase shares on your behalf (and these shares will be credited to your account).

You can access details of your FBuShare holding online through the Fletcher Building Employee Share Plan Centre, at www.computershare.com/fbushare. Each month your Purchased Share details will be updated.

The Plan Administrator holds all the Purchased Shares on behalf of each participant until withdrawal from the plan.

No, the Employee Share Plan Centre will only provide you with information on shares acquired through FBuShare. Details of any other Fletcher Building shares you hold are available from the company’s share registrar, Computershare Investor Services.

Purchased Shares are those shares purchased using your contributions and held on your behalf in accordance with the Plan Rules. A Purchased Share will cease to be such when:

• it is sold, disposed of or otherwise transferred by you before the Award Conditions are met; or
• Award Shares are issued or transferred to you in respect of that Purchased Share.

Your shares will be registered in the name of a nominee on the Fletcher Building share registry and held on your behalf. Although the nominee is the legal owner of the shares, the nominee holds such shares on behalf of participants on the terms of the plan and can only act in accordance with the directions of participants in relation to those shares. The terms and conditions of the Fletcher Building nominee service are available online at www.computershare.com/fbushare.

No, the Plan Administrator’s website will only provide you with information on shares acquired through FBuShare. Details of any other Fletcher Building shares you hold are available from the company’s share registrar, Computershare Investor Services.

Yes, however you will lose the ability to receive Award Shares in respect of the Purchased Shares that you transfer out of the plan before the end of the three year qualification period.

Yes, you can sell your shares at any time. However, if you sell your shares before the end of the three year qualification period you will not receive Award Shares in respect of the shares you have sold. Any sale of shares must be made in compliance with insider trading laws and Fletcher Building’s securities trading policy.

You can sell shares held in the plan through the FBuShare online sale facility at www.computershare.com/fbushare or by transferring the shares into your own name and using a broker of your choice.

Fletcher Building can direct any of your shares in the plan to be sold without your approval to pay any tax due in relation to your shares which Fletcher Building is required to remit. Fletcher Building will only sell such number of your shares as are required to be sold to meet the tax due in connection with your shares. Fletcher Building can also direct the Plan Administrator to sell your shares after you cease employment with the Fletcher Building group.

Purchased Shares need to be held until the third anniversary of the commencement of the plan year in which the Purchased Shares were acquired in order to qualify for Award Shares (see section on Award Shares). This period is called the qualification period. The qualification period may be reduced for employees who leave in certain circumstances (see the section on Leaving).

Yes, every investment in shares in a company involves an element of risk.
There is no guarantee that Fletcher Building’s share price will rise to a higher level than the price at which you buy the shares or that it will not fall below that price. The market price of the shares is determined by the price at which shares are sold on the New Zealand and Australian stock exchanges.

It must be clearly understood that the market price of shares at any time could be lower than the price you paid for the shares. Equally, the price could be higher. This is a normal risk of investing in shares. Exchange rates can also vary which may impact on the value of shares you acquire under the plan when converted to your home currency. Fletcher Building cannot advise you whether or not to participate in the plan.

You can track the current Fletcher Building share price through the Fletcher Building investor centre, www.fbu.com.

Shares that you hold in the plan will give you the right to vote on shareholder resolutions, and you will also be entitled to any dividends declared by Fletcher Building. Dividends will be invested in further Fletcher Building shares and these further shares will also be eligible for Award Shares.
Employees participating in the phantom plan will not have any right to vote on shareholder resolutions but will be entitled to the equivalent economic benefit of dividends declared by Fletcher Building.

The qualification period is approximately three years. The qualification period for Purchased Shares ends on the third anniversary of the commencement of the plan year during which those Purchased Shares were acquired under the plan.
For example, if you acquire Purchased Shares in July 2018, which is during the plan year commencing 1 April 2018, you will be eligible for Award Shares in respect of those Purchased Shares on 1 April 2021 (assuming you still hold those Purchased Shares and remain employed within the Fletcher Building group on that date).
The qualification period may be reduced for employees who leave in certain circumstances.
Fletcher Building may elect to vary the qualification period from time to time. If Fletcher Building elects to vary the qualification period, it will notify all participants before a plan window. Participants may then elect to vary their participation in the plan, suspend their participation in the plan or withdraw from the plan during the plan window. If you do not elect to suspend your participation in the plan or withdraw from the plan, the new qualification period will apply to all Purchased Shares acquired in all future plan years.

The plan year commences on 1 April in each year.

Yes, you can sell your shares at any time. However, if you sell your shares before the end of the three year qualification period you will not receive Award Shares in relation to the shares you have sold. Any sales of shares must be made in compliance with insider trading laws and Fletcher Building’s securities trading policy.

In some circumstances you will still receive Award Shares on ceasing to be a Fletcher Building group employee, which are outlined in the table below.

Reason for leaving the Fletcher Building group:

• Death, illness, injury, disability, redundancy, retirement, divestment or sale of a business.
• Resignation, termination, dismissal, mutual agreement if reason is performance related.

Entitlement to Award Shares:

• Pro rata entitlement to Award Shares based upon how much of the qualification period has expired.
• No entitlement to Award Shares.

No, you must be an employee to participate in the plan.

If you remain employed within the Fletcher Building group for the three year qualification period you will receive one free Award Share for every two Purchased Shares and Dividend Shares acquired in the first year of the qualification period that you still hold at the end of the qualification period. The qualification period for shares acquired during a plan year ends on the third anniversary of the commencement of that plan year.
Award Shares will be allocated to you as soon as practicable, but in any event no later than 30 days after you become entitled to them. Allocations of Award Shares may be suspended by Fletcher Building for some or all participants at any time in order to avoid breaching insider trading laws. In that case, Award Shares will be allocated when the transfer restriction is lifted.

You will lose the right to receive Award Shares on Purchased Shares sold during the qualification period.

Award Shares are the shares that Fletcher Building allocates to you at no further cost at the end of the qualification period in relation to Purchased Shares and Dividend Shares acquired during the first year of the qualification period, provided that you fulfil the award conditions.

If you remain employed within the Fletcher Building group for the three year qualification period you will receive one free Award Share for every two Purchased Shares acquired during the first year of the qualification period that you still hold at the end of the qualification period. You will also be entitled to Award Shares on any Dividend Shares, bonus shares or shares acquired using the sale of rights.

Yes, Fletcher Building may elect to vary the ratio of Award Shares to Purchased Shares (the Award Ratio) in the future. If Fletcher Building elects to vary the Award Ratio, it will notify all participants before a plan window. Participants may then elect to vary their participation in the plan, suspend their participation in the plan or withdraw from the plan during the plan window. If you do not elect to suspend your participation in the plan or withdraw from the plan, the new Award Ratio will apply to all Purchased Shares acquired in all future plan years.

Yes. Currently the only conditions which must be met for a participant to be eligible for Award Shares on Purchased Shares are that the participant must hold the Purchased Shares for the whole three year qualification period, and the participant must remain an employee of the Fletcher Building group at all times until and including the last day of the qualification period. If a participant meets these conditions, the participant is entitled to receive Award Shares. Fletcher Building may change these conditions, but if it elects to do so, it will notify all participants before a plan window. Participants may then elect to vary their participation in the plan, suspend their participation in the plan or withdraw from the plan during the plan window. If participants do not elect to suspend participation in the plan or withdraw from the plan, the new Award Ratio will apply to all Purchased Shares acquired in all future plan years.

No, if you sell any Purchased Shares before the end of the qualification period for those Purchased Shares, you will not receive Award Shares in relation to the Purchased Shares you have sold.

If you are entitled to Award Shares, these will be allocated to you as soon as practicable, but in any event no later than 30 days after you become entitled to them. Allocations of Award Shares may be suspended by Fletcher Building for some or all participants at any time in order to avoid breaching insider trading laws. In that case, Award Shares will be allocated when the transfer restriction is lifted.

FBuShare is for Fletcher Building group employees only. If you cease to be an employee of the Fletcher Building group, you will not be able to continue your participation in the plan. In normal circumstances, if you leave the Fletcher Building group before the end of the qualification period, you will be ineligible to receive Award Shares. There are, however, some circumstances where you can still receive Award Shares on ceasing to be a Fletcher Building group employee, which are outlined in the below.

If the reason for leaving the Fletcher Building group is death, illness, injury, disability, redundancy, retirement, divestment or sale of a business, then a pro rata entitlement to Award Shares based upon how much of the qualification period has expired.

If the reason for leaving the Fletcher Building group is resignation, termination, dismissal or mutual agreement if reason is performance related, then there is no entitlement to Award Shares.

No, you can sell your Award Shares after they have been awarded to you, subject to compliance with insider trading laws and Fletcher Building’s securities trading policy.

Yes, after you have received Award Shares you can continue to hold the Award Shares (and the Purchased Shares and any other shares in the plan to which they relate) in the plan unless Fletcher Building instructs you to sell or transfer them out of the plan. If you keep these shares in the plan, they will continue to be treated in the same way as other shares held in the plan (for example with respect to dividends, rights issues and bonus issues) but you will not be entitled to Award Shares on them.

Employees who participate in the phantom plan will receive a cash payment equal to the notional value of the phantom purchased shares and the phantom award shares relating to those phantom purchased shares, provided that the employee remains employed within the Fletcher Building group. See also the section on the Cash or phantom plan.

Yes. However, any dividends received on your Purchased Shares will be invested in acquiring further Fletcher Building shares, called Dividend Shares. Any dividend monies left over after buying whole numbers of Dividend Shares will be added to your contributions for the next monthly purchase.

No. However, any dividends received on shares that you hold in the plan will be invested in further shares, which will be held in the plan and will also be eligible for Award Shares.

Dividend Shares are the shares acquired on your behalf using dividends on your Purchased Shares held in FBuShare.

Yes, Dividend Shares are eligible for Award Shares in the same ratio as Purchased Shares.

If Fletcher Building makes a bonus issue of shares, you will be entitled to receive bonus shares relating to shares you hold in the plan, and these bonus shares will also be held in the plan. You will be entitled to Award Shares on these bonus shares at the same time as you would be entitled to Award Shares on the Purchased Shares which gave rise to your right to bonus shares.

If Fletcher Building makes a renounceable rights issue (meaning that the right to acquire further shares is able to be sold), then the Plan Administrator will sell the rights accruing on shares held in the plan on your behalf and, unless Fletcher Building decides otherwise, will use the proceeds of sale to acquire more shares. These shares will also be held in the plan and you will be entitled to Award Shares on these shares at the same time as you would be entitled to Award Shares on the Purchased Shares which gave rise to the rights.

If Fletcher Building makes a non-renounceable rights issue of shares (meaning that the right to acquire further shares is unable to be sold), participants will not be able to take up their rights and acquire more shares in relation to any shares in the plan. This also applies to any share purchase plan undertaken by Fletcher Building.

No, once you have joined the plan, your contributions will continue to be deducted from your after-tax pay until you vary or suspend your participation in the plan or withdraw from the plan (which may only be done during a plan window). However, there is no guarantee that the plan will continue to be offered in future years.

Employees who have already joined FBuShare have four options available to them during the March 2018 plan window:

• Continue to participate in FBuShare at the same annual contribution level  
• Vary the level of participation in FBuShare up or down  
• Stop contributing to FBuShare  
• Withdraw from FBuShare in which case you will stop contributing to FBuShare and either sell or transfer all shares in FBuShare (in this case you will lose any entitlemet to Award Shares).

Details on each of these options are set out below.

If you are already a participant in FBuShare and you do nothing during the March 2018 plan window, you will continue to participate in FBuShare during the plan year commencing 1 April 2018 at the same annual investment level. In other words, nothing will change.

You should note that you can only change the level of contributions during a plan window, so if you elect not to change your level of contributions during the March 2018 plan window, you will need to wait until the next plan window, in March 2019 (if FBuShare is offered in future years).

Employees may leave FBuShare during a plan year only if they cease employment with the Fletcher Building group, change the country they work in and the currency in which they are paid (and the new country and currency are not part of the eligible countries where employees are permitted to participate in the plan) or with approval from Fletcher Building. The company will approve suspension or withdrawal from the plan in cases of genuine financial hardship.

The award ratio of one Award Share for every two Purchased Shares and the three year qualification period remain unchanged for the 2018 plan year. The maximum annual investment amount and the minimum annual investment amount in New Zealand dollars remain unchanged. However, the maximum annual investment amount and the minimum annual investment amount in currencies other than New Zealand dollars may change to reflect changes in the currency exchange rates. Please see the limit tables in the Information Guide or on the FBuShare website www.fbushare.com

Employees who wish to continue participating in FBuShare at the same annual contribution level do not need to do anything during the March 2018 plan window. If you do nothing, then you will continue to participate in FBuShare at the same annual contribution level. Please be aware that if you have previously applied to contribute at the maximum annual investment amount and the maximum annual investment amount decreases, your contributions will automatically be reduced to the new maximum annual investment amount.

If you wish to vary your level of participation in FBuShare (within the maximum and minimum annual contribution levels) you can do so during the March 2018 plan window. To vary the level of your participation, follow the instructions in the Information Guide.

If you wish to stop contributing to FBuShare and stop acquiring Purchase Shares on your behalf, then you will need to follow the instructions in the Information Guide.

If you elect to stop contributing to FBuShare during the March 2018 plan window, then your current pay deductions will stop from 1 April 2018. However, contributions made during March 2018 will be used to acquire Purchased Sahres in April 2018.  Any Purchased Shares that you have already accumulated in FBuShare will be held in the Plan in your name and you will retain your right to receive Dividend and Award Shares on those Purchased Shares (provided you meet the Award Conditions).

If you stop contributing to FBuShare during the March 2018 plan window, then you can recommence your contributions (at the same or a different level) during the March 2019 plan window or any future plan window, if the company decides to continue to offer FBuShare in future years. However, there is no guarantee that the plan will continue to be offered in future years.

If you wish to stop contributing to FBuShare you can do so during the March 2018 plan window. To stop your contributions, follow the instructions in the Information Guide.

If you elect to withdraw from FBuShare during the March 2018 plan window, this means that all shares you hold in the plan will be withdrawn from the plan and you will stop contributing from 1 April 2018 (and therefore no further Purchased Shares will be acquired on your behalf). You can sell the shares you hold in the plan or transfer them into your name or the name of someone else, and you will cease to be eligible for Award Shares on these shares.

If you withdraw from FBuShare during the March 2018 plan window, you can reapply to join FBuShare during the March 2019 plan window or any future plan window, if the company decides to continue to offer FBuShare in future years. However, there is no guarantee that the plan will continue to be offered in future years.

If you wish to withdraw from FBuShare you can do so during the March 2018 plan window. To withdraw from FBuShare, follow the instructions in the Information Guide.

The stock exchange on which Purchased Shares are acquired will depend on your payroll currency. If your payroll currency is New Zealand dollars, then your shares are acquired on the New Zealand Stock Exchange (NZSX). For all other currencies your shares are acquired on the Australia Stock Exchange (ASX).

Before you relocate, you will need to advise your current payroll and your new payroll (if the plan is available to employees in the country to which you relocate). You will also need to complete a ‘Relocation Form’ available from your People and Performance adviser. You are responsible for ensuring that your new payroll deducts your regular contributions correctly.

Your contributions will be automatically adjusted for you (assuming the plan is available in the country to which you relocate). Your new annual investment amount will be calculated using the new currency in which you are paid, based on the same relative proportion of the maximum investment amount. For example, if you were originally based in New Zealand and elected to contribute 80% of the New Zealand maximum investment amount, and you move to Australia and are still employed within the Fletcher Building group, your annual investment amount would change to 80% of the maximum investment amount for Australian employees.

Please refer to the maximum and minimum limits found in the Contribution Limits tables for the maximum and minimum investment amounts applying in the country to which you will relocate.

No, it is not possible to make backdated payments to cover the period you have missed. To continue your contributions you need to advise your new payroll that you are a participant (if the plan is available to employees in the country to which you relocate) and complete a ‘Relocation Form’. Please contact your People and Performance adviser for a ‘Relocation Form’. 

As your FBuShare investment is payroll based, you don’t need to do anything in this circumstance. Your investment will continue to apply without change.

Your participation in the plan will cease, however your existing Purchased Shares will remain in the plan and you will continue to be entitled to receive Award Shares on these Purchased Shares (subject to applicable law) provided the award conditions are met. If local laws in the country to which you relocate restrict the allocation to you of Award Shares then the company will pay out the cash equivalent of those Award Shares to which you would be entitled at the end of the qualification period.

You can participate if you are on paid leave.

No, you must be receiving pay to make contributions. If you take unpaid leave your contributions will cease, as will purchases of Purchased Shares on your behalf.

No, you cannot make backdated contributions after returning from temporary unpaid leave. If you recommence paid leave or employment, your contributions and purchases of Purchased Shares on your behalf will recommence.

No, you cannot make advance contributions prior to temporary unpaid leave.

Yes, you will still receive Award Shares that you are eligible for while you are on unpaid leave from the Fletcher Building group at the end of a qualification period.

No, FBuShare is for Fletcher Building group employees only.

In normal circumstances, if you leave the Fletcher Building group before the end of the three year qualification period, you will be ineligible to receive Award Shares. There are, however, some circumstances where you can still receive Award Shares on ceasing to be a Fletcher Building group employee, which are outlined in the below.

If your reason for leaving the Fletcher Building group is death, illness, injury, disability, redundancy, retirement, divestment or sale of a business, then you will recieve a pro rata entitlement to Award Shares based upon how much of the qualification period has expired.

If your reason for leaving the Fletcher Building group is resignation, termination, dismissal, mutual agreement if reason is performance related, then you have no entitlement to Award Shares.

No, on leaving Fletcher Building you will receive one Award Share for every two Purchased Shares and dividend or other shares you hold in the plan when you leave, pro rated for the portion of the qualification period which has expired.

No, on leaving Fletcher Building you will receive one Award Share for every two Purchased Shares and dividend or other shares you hold in the plan when you leave, pro rated for the portion of the qualification period which has expired.

No, if your business unit is sold by Fletcher Building you will receive one Award Share for every two Purchased Shares and dividend or other shares you hold in the plan when you leave, pro rated for the portion of the qualification period which has expired.

You do not lose your Purchased Shares or dividend or other shares you hold in the plan. However, you will lose your right to receive Award Shares when you leave.

In some countries (such as China and Fiji) it is not possible or practicable due to local laws to offer shares to employees. Eligible employees in those countries will be offered the opportunity to participate in a phantom or cash plan.

The phantom plan mirrors normal participation in FBuShare, except that shares will not be physically purchased, held or sold. The key elements of the phantom plan are as follows:

• The number of phantom purchased shares and phantom award shares will equal the number of actual Purchased Shares and actual Award Shares that would have been acquired by you if you were able to hold shares.
• The same Award Ratio, award conditions and qualification period will apply.
• Phantom purchased shares will be treated in the same way as Purchased Shares in relation to dividends, bonus issues, rights issues and any capital reorganisation.

Yes, the phantom plan mirrors normal participation, including the same maximum and minimum limits, except that shares will not be physically purchased, held or sold.

You will contribute as you would if you were acquiring Purchased Shares. Your contributions will be held within your country of residence, and the Plan Administrator will calculate how many shares your total contributions would have purchased if you were able to acquire Purchased Shares. You will be allocated this number of phantom purchased shares. A phantom purchased share has no shareholder rights, right to receive dividends, voting rights or any other rights applicable to Fletcher Building shareholders. However, holders of phantom purchased shares will be entitled to the equivalent economic benefit of dividends paid on Fletcher Building shares.

If you participate in the phantom plan you will be eligible for phantom award shares. At the end of each three year qualification period, you will be entitled to one phantom award share for every two phantom purchased shares acquired during the first year of the qualification period and still held at the end of that period, provided that you remain employed within the Fletcher Building group. Again, you will not receive any actual shares in Fletcher Building.

At the end of the qualification period, you will receive a cash payment equal to the notional value of the phantom award shares and phantom purchased shares (together with any phantom dividend shares or other phantom shares held in the plan), provided that you remain employed within the Fletcher Building group.

No, you will not receive dividends. However, you will be entitled to the equivalent economic benefit of dividends declared by Fletcher Building, which will be used to invest in further phantom shares, called phantom dividend shares. Phantom dividend shares are also eligible for phantom award shares.

Yes, please refer to the Leaving section.

All employees.

Yes, you can give notice to the Plan Administrator to realise the value of all or some of your phantom shares at any time in the same way and with the same consequences as selling shares under the plan. You will receive a payment of the same amount you would have received if you had sold the same number of shares under the plan.

Participants in the phantom plan have the same options available to them during the March 2018 plan window as participants in the share scheme.

If there is a change of control of Fletcher Building, or an amalgamation or court sanctioned arrangement or if Fletcher Building passes a resolution for voluntary winding up, the company may determine that the award conditions are satisfied in respect of some or all Purchased Shares and phantom purchased shares and as a consequence you may be entitled to receive Award Shares or phantom award shares, as applicable, relating to those shares.

Further details on the plan are contained in the Information Guide, which is available online at www.fbushare.com or www.computershare.com/fbushare or through your payroll contact. The Plan Rules are also available on that website.

Further details or if you have any questions regarding FBuShare, please:

• Contact your people and performance adviser
• Refer to information on www.fbushare.com
• "Ask Penny" a question at www.computershare.com/fbushare
• Email Computer Share Plan Managers at fbushare@computershare.com.au or fbushare@fb.co.nz
• Telephone Computershare Plan Managers in New Zealand 0800 451 541, Australia 1800 008 188, or international +613 9415 4353 (international call rates apply).

The previous Information Guide and other related plan documentation are available online at www.computershare.com/fbushare; you will need your Securityholder Reference Number (SRN) and personal identification number (PIN).

The Fletcher Building Employee Share Plan Centre website has details of all your shares acquired through FBuShare. To access details of your shareholding on the website, www.computershare.com/fbushare, you will need your Securityholder Reference Number (SRN) and personal identification number (PIN).

Participants will be issued with a confirmation of enrolment communication containing their SRN, and a PIN communication will follow shortly thereafter.

No, the Flectcher Building Employee Plan Centre website will only provide you information on shares acquired through FBuShare. Details of any other Fletcher Building shares you hold are available from the company’s share registrar, Computershare Investor Services.

More information about Fletcher Building and Fletcher Building shares (including the current price of Fletcher Building shares) can be found on Fletcher Building’s website at www.fbu.com.

Contact Computershare Plan Managers

If you have previously used Fletcher BuildingEmployee Share Plan Centre website  (www.computershare.com/fbushare), use the following steps tp obtain your PIN.:

• Type www.fbushare.com into your web browser,
• Click on the "Access your portfolio" button,
• Enter your Securityholder Reference Number (SRN),
• Select "Forgotten PIN" option and answer your security questions. If you answer the questions correctly you will be able to set up a new PIN.

You can contact the Computershare Plan Managers for assistance:

• Email fbushare@computershare.com.au
• Hotline (within New Zealand): 0800 451 541
• Hotline (within Australia): 1800 008 188
• Hotline:+613 9415 4353 (international call rates apply).

FBuShare vesting is the allocation of Award Shares or Phantom Award Shares to employees that participated in FBuShare 2015 and who still hold Purchased Shares or Phantom Purchased Shares acquired in the 2015 plan year on 1 April 2018.

1 April 2018.

Your 2015 Award Shares will be allocated to you based on the number of Purchased Shares and Dividend Shares acquired in the 2015 plan year and still held on your behalf in the FBuShare portfolio. Please refer to Allocation of Award Shares for more information.

In some countries the Plan Administrator will manage the sale of sufficient shares to cover any applicable withholding tax obligations. Please refer to the Tax on Award Shares section for a list of these countries.

Your Purchased and Award Shares (less any withholding tax) will continue to be held in the FBuShare portfolio. The reasons for this are described in the FBuShare portfolio .

However, you will be able to sell or transfer your shares at any time, subject to the operation of Fletcher Building’s securities trading policy. Please refer to the Selling shares and Transferring shares for further information.

For participants in China and Fiji, your 2015 Phantom Award Shares will be allocated to you with your Phantom Purchased Shares and Phantom Dividend Shares. As soon as practical after 1 April 2018 the value of all of the 2015 Phantom Purchased Shares, Phantom Dividend Shares and Phantom Award Shares will automatically be paid to you through payroll. Please refer to the Phantom Plan valuation and pay-out for further information.

1 April 2018.

You will be eligible for Award Shares if you participated in FBuShare 2015 and still hold Purchased Shares and/or Dividend Shares acquired in the 2015 plan year on 1 April 2018 and remain employed in the Fletcher Building Group.

No, your Award Shares will be automatically allocated to you.

You will receive Award Shares on any Purchased Shares acquired during the period 1 April 2015 and 31 March 2016, as well as any Dividend Shares acquired during this period. You must still be holding some or all of these FBuShare 2015 Purchased or Dividend Shares on 1 April 2018 to receive Award Shares.

You will receive one Award Share for:

• Every two Purchased Shares acquired using your FBuShare contributions made between 1 April 2015 and March 2016 (and which you still hold), and
• Every two Dividend Shares received between 1 April 2015 and March 2016 (and which you still hold).

Yes, the vesting date for the Award Shares is 1 April 2018, which means that any FBuShare 2015 Purchased Shares you sell on or after 1 April 2018 will not affect your Award Shares allocation. However, we recommend that you read the Selling shares before deciding to sell shares.

Generally the value of Award Shares is considered taxable income. Tax guides for each country are available from www.fbushare.com or once you login to your FBuShare portfolio.

In some countries Fletcher Building has a mandatory legal obligation to collect this tax from you when the Award Shares are allocated. If you are located in one of the countries listed below, then sufficient shares will be withheld or sold from your Award Shares allocation in order to cover this tax obligation and the tax will be paid to the relevant taxing authority. Your remaining Award Shares will be placed in your FBuShare portfolio.

• American Samoa
• Canada
• Finland
• Malaysia
• Papua New Guinea
• Samoa
• Solomon Islands
• Spain
• Thailand
• Tonga
• United Kingdom
• United States of America

In the countries set out below where Fletcher Building does not have a mandatory obligation to collect the tax, the value of Award Shares will generally be taxable and must be included in your individual tax return at the end of the tax year.

• Australia
• New Zealand
• Taiwan

In Vanuatu Fletcher Building does not have a mandatory obligation to collect the tax and the value of Award Shares is not taxable. Please refer to the tax guides (as described above) for further information.

No, it is company policy that taxes are collected by the sale of Award Shares.

We will apply the tax rate for each individual as provided by your HR and payroll team.

Yes, a Vesting Notice will be sent to you on or before 30 April 2018 by email. A copy will also be available to view in your FBuShare portfolio.

You will also receive a written confirmation advising the number of shares withheld or sold for withholding tax and the share price used to cover the tax liability. As only whole numbers of shares can be sold to cover your tax liability, the amount collected from the sale may be slightly in excess of the tax due. This small excess amount will be added to your next FBuShare purchase.

Shares acquired through FBuShare are registered in the name of a Computershare nominee company on the Fletcher Building share registry and held on your behalf. Although the nominee is the legal owner of the shares, the nominee holds these shares on behalf of participants on the terms of the plan and can only act in accordance with the directions of participants in relation to these shares. The terms and conditions of the Fletcher Building nominee service are available online at www.computershare.com/fbushare.

You can choose to keep your shares in your FBuShare portfolio for as long as you remain employed by the Fletcher Building group. If you cease to be a contributing member of FBuShare, the company may require you to sell or transfer all shares in your FBuShare portfolio. Keeping your shares in the FBuShare portfolio has the following potential benefits:

• Your dividends are able to be distributed to you as Dividend Shares rather than paid in the currency determined by the Company’s dividend policy.
• You can instruct the Plan Administrator to sell the FBuShare 2015 Purchased Shares or Award Shares for you (subject to the operation of Fletcher Building’s securities trading policy), meaning that you do not need to make arrangements with a broker to sell the shares for you. This can be a particular benefit in countries where brokers do not habitually trade in shares on the New Zealand or Australian stock exchanges.

You can also elect to transfer your FBuShare 2015 Purchased Shares or Award Shares into your own name.

Shares that you hold in the plan (both Purchased and Award Shares) will give you the right to vote on shareholder resolutions, and you will also be entitled to any dividends declared by Fletcher Building. Award Shares will carry the same rights as Purchased Shares after the allocation date. This does not apply to participants in the Phantom Plan, the terms of which are described in the Phantom Plan valuation and pay-out section.

Yes. However, any dividends received on your shares in your FBuShare portfolio will be invested in acquiring further Fletcher Building shares, called Dividend Shares. Dividend Shares will be eligible for Award Shares. Any dividend monies left over after buying whole numbers of Dividend Shares will be added to your contributions for the next FBuShare purchase.

No. However, any dividends received on shares that you hold in the plan will be invested in Dividend Shares, which will be held in the plan and will also be eligible for Award Shares.

If you elect to transfer your shares out of the FBuShare portfolio into your own name, then you can elect to participate in Fletcher Building’s dividend reinvestment plan.

Yes, (subject to Fletcher Building’s securities trading policy). The first date that you will be able to sell your Award Shares will depend on whether Fletcher Building needs to sell any shares to settle withholding taxes on your behalf (as described in the Tax on Award Shares).

You will be able to sell your FBuShare 2015 Purchased, Dividend and/or Award Shares after Award Shares have vested and any shares have been sold to settle withholding taxes as required, which is expected to be around 6 April 2018.

As described in the Information Guide, you can sell your 2015 Purchased and Dividend Shares at any time, but if you do so before 1 April 2018 you will lose your entitlement to Award Shares on those shares that you sell.

Yes, it can affect you as any sale of shares must be made in compliance with insider trading laws and Fletcher Building’s securities trading policy. However, most employees are not determined to be “insiders”. If you are an insider you will have received formal notification of this from the Company. Under Fletcher Building’s securities trading policy, all insiders must receive consent prior to dealing in Fletcher Building securities.

Shares held in your FBuShare portfolio (including Purchased Shares and Award Shares) can be sold through the online sale facility on your portfolio. Use the following steps to sell shares:

• Go to www.fbushare.com
• Click on the ‘Access your portfolio" button.
• Enter your Securityholder Reference Number (SRN) and Personal Identification Number (PIN).
• Select ‘Transact’ tab and follow the online instructions to sell your shares once you log in to your portfolio.

If you don’t have access to a computer, then you can complete an FBuShare Sale Form and send it to Computershare Plan Managers by:

• Posting to GPO Box 658, Melbourne VIC 3001, Australia; or
• Scanned email to fbushare@computershare.com.au

To request a copy of the form you should contact your HR contact or refer to Further information and updating personal, section for Computershare’s contact details.

Yes, the Plan Administrator will charge you a fee to sell shares that is dependent on the nature and value of the transaction and your location. A summary of the sales fees are listed in the tables below. Please note that manual or paper transactions are more expensive than online transactions.

Generally, you will also incur bank fees to process your sale proceeds. A list of these bank fees has been provided in the Financial Services Guide.

You will receive a transaction notice once the sale of shares has been settled, (by email if Computershare Plan Managers has your email details or in hard copy if not).

You can elect how you wish to receive your sale proceeds. Please note that cheques are more expensive than electronic bank transactions. The payment options available are:

• Australian direct credit AUD $0.00
• Australian cheque AUD $15.00
• New Zealand direct credit NZD $0.50
• New Zealand cheque NZD $15.00
• Foreign currency wire AUD $15.00
• Foreign currency cheque AUD $40.00

You should receive your sale proceeds into your nominated bank account within approximately one week of the trade settlement date. Cheques will take longer depending on the postal system.

Sale proceeds are paid in the currency of the country where FBuShare is offered and where you reside.

This will depend on where you are located. Tax guides for each country can be accessed from documents or once you log in to your portfolio.

Transferring your shares out of your FBuShare portfolio and into your own name as an ordinary shareholder on the Fletcher Building Limited register enables you to transfer them to other holders (e.g. your spouse or into a trust) or to transfer them to your own broker account.

Yes, (subject to Fletcher Building’s securities trading policy). The first date that you will be able to transfer your Award Shares will depend on whether Fletcher Building needs to sell any shares to settle withholding taxes on your behalf (as described in Tax on Award Shares).

You will be able to transfer your FBuShare 2015 Purchased, Dividend and/or Award Shares after all Award Shares have been allocated and any shares have been sold to settle withholding tax as required, which is expected to be around 6 April 2018.

As described in the Information Guide, you can transfer your 2015 Purchased and Dividend Shares at any time, but if you do so before 1 April 2018 you will lose your entitlement to Award Shares on those shares that you transfer.

Yes, it can affect you as any transfer of shares must be made in compliance with insider trading laws and Fletcher Building’s securities trading policy. However, most employees are not determined to be “insiders”.

If you are an insider you will have received formal notification of this from the Company. Under Fletcher Building’s securities trading policy, all insiders must receive consent prior to dealing in Fletcher Building securities.

Shares held in your FBuShare portfolio (including Purchased Shares and Award Shares) can be transferred through the online share transfer facility on your portfolio. Use the following steps to transfer shares:

• Type www.fbushare.com in your web browser
• Click on the ‘View my portfolio"button.
• Enter your Securityholder Reference Number (SRN) and Personal Identification Number (PIN).
• Select the ‘Transact’ tab and follow the online instructions to transfer your shares once you login to your portfolio.

If you don’t have access to a computer, then you can complete an FBuShare Transfer Form and send it to Computershare Plan Managers by:

• Posting to GPO Box 658, Melbourne VIC 3001, Australia; or
• Scanned email to fbushare@computershare.com.au

To request a copy of the form you should contact your People and Performance contact or refer to section for Computershare’s contact details.

Yes, the Plan Administrator will charge you a fee to transfer shares into your own name that is dependent on the nature of the transaction and your location. A summary of the transfer fees are listed in the Financial Services Guide. Please note that manual or paper transactions are more expensive than online transactions.

Yes, share transfers can be completed online. Please refer to the explanation provided above.

No, you need to transfer the shares into you own name first. Once the transfer has been completed, then you will need to contact your broker to transfer your shares to your broker’s account.

You will be eligible for Phantom shares pay-out if you are domiciled in China or Fiji and participated in FBuShare 2015 and still hold Phantom Purchased Shares which were acquired during the 2015 plan year.

1 April 2018.

No, your 2015 Phantom Award Shares will be automatically allocated, and the value of all of the 2015 Phantom Purchased Shares, Phantom Dividend Shares and Phantom Award Shares will automatically be paid to you through payroll after 1 April 2018.

You will receive Phantom Award Shares on any Phantom Purchased Shares acquired during the period 1 April 2015 and 31 March 2016, as well as any Phantom Dividend Shares acquired during this period. You must still be holding some or all of these FBuShare 2015 Phantom Purchased and Dividend Shares on 1 April 2018 to receive any Phantom Award Shares.

You will receive one Phantom Award Share for:

• Every two Phantom Purchased Shares acquired using your FBuShare contributions made between 1 April 2015 and March 2016 (and which you still hold), and
• Every two Phantom Dividend Shares received between 1 April 2015 and March 2016 (and which you still hold).

Yes, you will automatically be paid the cash value of your FBuShare 2015 Phantom Purchased and Dividend Shares through payroll as soon as practical after 1 April 2018.

As soon as practical after the Phantom Award Share allocation, the value of all of the 2015 Phantom Purchased, Dividend and Award Shares will be calculated, advised to your People and Performance team, and paid to you in cash (after tax has been deducted) through your payroll.

The cash payment will be calculated by multiplying the total number of 2015 Phantom Purchased, Dividend and Award Shares by Fletcher Building’s share price as quoted on the Australian Securities Exchange (ASX) on 1 April 2018. This means that you will benefit from any increase in Fletcher Building’s share price since acquiring your FBuShare 2015 Phantom Purchased Shares and Phantom Dividend Shares.

The cash amount will be paid in your current salary currency via your payroll. All amounts will be converted from Australian Dollars using the Fletcher Building Treasury exchange rates on 1 April 2018.

If you have any questions regarding FBuShare, please:

• Refer to information on www.fbushare.com
• ‘Ask Penny’ a question at www.computershare.com/fbushare
• Email Computershare Plan Managers at FBuShare@computershare.com.au
• Telephone Computershare Plan Managers in
  • New Zealand 0800 451 541
  • Australia 1800 008 188
  • International +613 9415 4353 (international call rates apply).

Use the following steps to update your contact information:

• Type www.fbushare.com in your web browser
• Click on the ‘FBuShare Member Login' button.
• Enter your Securityholder Reference Number (SRN) and Personal Identification Number (PIN).
• Select ‘My Details’ tab and then select the relevant heading.

Note: If you are leaving the Fletcher Building group, please remember to change your contact details (address and email) on your portfolio (www.computershare.com\fbushare).