Fleetwood Limited
Annual Report 2018

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2018 Annual Report CONTENTS Corporate Directory Group Structure Board of Directors Executive Officers Chairman’s Letter Managing Director’s Review Financial Report 2018 Directors’ Report Directors’ Declaration Auditor’s Independence Declaration Independent Auditor’s Report ASX Additional Information 2 2 4 5 6 7 16 48 62 63 64 69 CORPORATE DIRECTORY DIRECTORS Phillip Campbell Brad Denison Jeff Dowling Adrienne Parker Mark Southey COMPANY SECRETARIES Elizabeth Maynard Andrew Wackett AUDITOR Grant Thornton BANKER Westpac Banking Corporation REGISTERED OFFICE & PRINCIPAL PLACE OF BUSINESS 21 Regal Place East Perth, WA 6004 T: (08) 9323 3300 F: (08) 9202 1106 E: info@fleetwood.com.au SHARE REGISTRY Computershare Level 11 172 St Georges Terrace Perth, WA 6000 T: (08) 9323 2000 F: (08) 9323 2033 E: www.investorcentre.com/contact 2 MODULAR ACCOMMODATION Design, manufacture and supply of accommodation for the affordable housing, education, corrections and mining industries. GROUP STRUCTURE VILLAGE OPERATIONS PARTS AND ACCESSORIES Operation of accommodation Manufacture and distribution of villages - Searipple in Karratha and recreational and commercial vehicle Osprey in South Hedland. parts and accessories. 3 BOARD OF DIRECTORS  PHILLIP CAMPBELL Non-Executive Director, Chairman Mr Campbell was appointed as non-executive director on 12 August 2016, and thereafter as Chairman of the Board on 24 August 2016. Mr Campbell is an independent and experienced director, having been involved with a number of listed and unlisted entities in capacities including managing director and chairman. He has a proven track record of guiding businesses through challenging and volatile environments to restore and enhance shareholder value. Mr Campbell’s business experience includes dealing with domestic and international companies across a range of  BRAD DENISON Managing Director Mr Denison was appointed Managing Director on 1 August 2014. Prior to this, Mr Denison was Chief Financial Officer and Company Secretary for 12 years. Mr Denison has significant corporate experience in commercial and complex projects, finance, risk and mergers and acquisitions. Mr Denison holds a Bachelor of Commerce (Accounting) from Curtin University and is a fellow of CPA Australia. Mr Denison did not hold any other directorships with listed entities in the last three years. industries including resources, construction, and  ADRIENNE PARKER manufacturing. He holds a Bachelor of Engineering from the University of Queensland, a Diploma of Corporate Finance from the University of NSW/ Institute of Non-Executive Director, Chair of Nominations and Diversity Committee Ms Parker was appointed as non-executive director on Management, and is a graduate member of the Australian 23 August 2017, and thereafter as Chair of the Nominations Institute of Company Directors. and Diversity Committee. Mr Campbell is currently a non-executive director and Ms Parker is a partner in the global law firm, Pinsent Masons, chairman of Vmoto Limited, and in the last three years held and specialises in major construction, engineering and the position of non-executive director of ASX listed Farm resources projects, including disputes in the infrastructure, Pride Foods Limited (resigned 30 September 2016). mining, oil and gas and transport sectors. Ms Parker’s experience includes both domestic and international front end negotiations advising all parties on procurement strategies, risk assessment and management, and project delivery. Ms Parker has also acted in many large scale complex disputes involving mining projects, processing plants, oil and gas facilities, and major commercial building and infrastructure projects. Ms Parker is a Governing Board Member, Deputy Chair and Member of the Remuneration and Nominations Committee of the Perth Public Art Foundation Inc, a Board Member of the UWA Centenary Trust and a past President of the WA Chapter of National Association of Women in Construction. She is also a member of the Joint Law Council of Australia and Law Society of WA, Construction and Infrastructure Law Committee. Ms Parker did not hold any other directorships with listed entities in the last three years. Ms Parker holds a Bachelor of Laws from the University of Western Australia.  JEFF DOWLING Non-Executive Director, Chair of Audit Committee and Remuneration Committee Mr Dowling was appointed as non-executive director on 1 July 2017, and thereafter as Chair of the Audit Committee and Remuneration Committee on 26 July 2017. Mr Dowling holds a Bachelor of Commerce from the University of Western Australia, and is a Fellow of the Institute of Chartered Accountants, the Australian Institute of Company Directors and the Financial Services Institute of Australasia. Mr Dowling is a highly experienced corporate leader with over 40 years’ experience in professional services with Ernst & Young, and is a non-executive director on both listed and unlisted corporations. Mr Dowling’s experience centres around finance, risk and financial transactions derived from acting as lead partner on numerous large public company audits, capital raisings and transactions. As a non-executive director on a number of ASX listed companies he has been involved with various corporate acquisitions and takeovers, debt restructures and equity raisings. Mr Dowling is currently the Chair of S2 Resources Limited, non-executive director and Audit Chair of NRW Holdings Limited and Chair of Battery Minerals Limited. In the last three years, Mr Dowling held the position of director with the following listed companies: Chair of Sirius Resources NL (resigned 23 September 2015), non-executive director of Pura Vida Energy NL (resigned 16 May 2016), and non- executive director of Atlas Iron Limited (resigned 4 May 2016). 4  MARK SOUTHEY Non-Executive Director Mr Southey was appointed as non-executive director on 10 October 2018. Mr Southey is based in Sydney and holds a Bachelor of Science (Hons) in Engineering with Business Studies from the University of Portsmouth and has an MBA from the University of Sydney Business School. Mr Southey is a highly experienced senior executive with extensive global experience in the manufacturing, industrial technology and natural resources sectors. Mr Southey has previously held senior executive positions with Honeywell and ABB both in Australia and internationally, and more recently was part of the global executive leadership team within WorleyParsons where he held the position of Group Managing Director for the Minerals, Metals and Chemicals Sector. Mr Southey is currently a non-executive director of ASX listed Arafura Resources Limited. Mr Southey has not held any other directorships with listed entities in the last three years. EXECUTIVE OFFICERS  ANDREW WACKETT  JARROD WARING Chief Executive Officer, Modular Accommodation Mr Waring was promoted to the role of Chief Executive Officer of Fleetwood Modular Accommodation on 8 November 2017. Joining Fleetwood on 14 February 2012, Mr Waring has held several general management roles within the business overseeing the growth and development of its national operations and market expansion strategies in both the education and affordable housing sectors in Australia. Prior to joining Fleetwood, Mr Waring held a number of senior management roles in both the public and private sectors in Australia and Asia with proven leadership and people management skills gained over the past 20 years in manufacturing and the execution of turnaround and growth strategies. Mr Waring holds a Bachelor of Economics and Marketing from Swinburne University, is a Board Member of prefabAUS and an Executive Member of the Modular Building Industry Association Australia.  MANNY LARRE Chief Executive Officer, Parts & Accessories Mr Larre commenced at Fleetwood on 20 September 2011. Prior to his appointment, Mr Larre held various senior Chief Financial Officer, Company Secretary Mr Wackett commenced as Chief Financial Officer on 12 June executive roles in the automotive and consumer products industries over a 25 year period. During that time, Mr Larre 2017. Prior to this appointment Mr Wackett was a Division gained significant operational and commercial experience Director of Macquarie Securities Group for 20 years. with large Australian and international listed and private During that time, Mr Wackett gained significant commercial companies, leading several companies through operational experience with large Australian and international listed turnarounds. At Fleetwood he has held several senior entities, developed an in depth knowledge of corporate executive roles from General Manager of Flexiglass through governance, and statutory financial requirements, and has to CEO of Parts & Accessories, gaining further experience proven financial and leadership skills in guiding business, with business acquisitions and sales. departments and teams in the formulation and execution of Mr Larre holds a Bachelor of Engineering from RMIT financial strategies. Prior to Macquarie, Mr Wackett worked University in Melbourne and further studies in Management. at Wesfarmers Limited for over six years. Mr Wackett holds a Bachelor of Commerce from the University of Western  DOMINIC LETTS Australia, is a Certified Practicing Accountant and a Fellow of the Financial Services Institute of Australasia.  ELIZABETH MAYNARD General Counsel, Company Secretary Elizabeth Maynard commenced as General Counsel and Company Secretary on 3 September 2018. Prior to her Executive General Manager, Village Operations Mr Letts was appointed as Executive General Manager Village Operations on 1 January 2018. Prior to this, Mr Letts fulfilled General Manager and Operations Manager roles at Fleetwood for 9 years. Before joining Fleetwood, Mr Letts served as an Army Officer. Mr Letts holds a Master of Human Resources Management appointment, Ms Maynard spent a number of years in private and Industrial Relations from the University of Newcastle, a practice as a Corporate/ M&A lawyer with a top-tierAustralian Bachelor of Arts from the University of New South Wales and law firm advising clients in a variety of sectors on domestic is a Graduate of the Australian Institute of Company Directors. and cross-border transactional and commercial matters. Ms Maynard also has significant international experience, having spent over three years working in Singapore and the Asia-Pacific region at a top-tier UK law firm. Ms Maynard holds a Bachelor of Laws (Hons) and a Bachelor of Commerce (Accounting) from the University of Notre Dame Australia. 5 CHAIRMAN’S LETTER Dear Shareholder, On behalf of the Board, I have pleasure in presenting Fleetwood’s Annual Report for the financial year ending 30 June 2018. I would also like to take this opportunity to thank the Managing Director, Brad Denison, and his management team on a very solid performance. They have delivered on the company’s turnaround strategy. Importantly, Fleetwood has sold its loss making Flexiglass and Caravan Manufacturing businesses, acquired complementary businesses in its Modular Accommodation and Parts & Accessories businesses, and successfully completed a $60 million equity raising. Fleetwood is now repositioned for growth and FY19 will be about integrating our recent acquisitions and delivery of further positive results. Sincerely, Phillip Campbell Non-Executive Chairman Fleetwood Corporation Limited 6 MANAGING DIRECTOR’S REVIEW REVIEW OF OPERATIONS Over the last four years, Fleetwood’s executive team have been working on an array of initiatives designed to restore your company to solid profitability with a strong balance sheet. Following completion of the sale of the caravan manufacturing business, which is expected to occur between December 2018 and March 2019, the company is expected to be in a position to report strong EBITDA from continuing operations. Along with many other significant achievements over TRADING RESULTS this four-year journey, four corporate transactions negotiated in the second half of the 2018 financial year have signalled the finalisation of this turnaround plan. In February 2018, Fleetwood sold its loss-making ute canopy and tray business, Flexiglass to Aeroklas Australia for $7 million. This preceded the sale of Fleetwood’s loss-making Caravan Manufacturing business in June 2018 to Apollo Tourism & Leisure Ltd for $1 million in goodwill plus raw materials and finished goods required for Apollo to commence manufacture in Brisbane. Following a successful capital raise in July 2018, Fleetwood acquired Sydney-based Modular Building Systems for $34.2 million and Melbourne-based Northern RV for $10 million. Excluding operating losses and asset write-downs associated with Flexiglass and Caravan Manufacturing, Fleetwood generated underlying EBIT of $18.8 million, compared to $22.7 million in FY17. The reduction in underlying EBIT in FY18 compared to FY17 was predominantly the result of a change in procurement method by the Victorian Education Department to a rental model as opposed to a straight sale model in the final quarter of the financial year. Procurement has returned to the straight sale model so far in FY19. In addition, the Modular Accommodation business was impacted to a lesser degree by lower volume from the affordable retirement sector, particularly into the fourth quarter, and establishment of two new factories in The operating businesses Fleetwood will now move Melbourne to meet a higher future level of anticipated forward with have prospects to generate positive demand. contributions into FY19 and beyond. In addition to this, the balance sheet is strong and the company is carrying no net debt.  Permanent modular primary school in Yallourn, Victoria. 7 MANAGING DIRECTOR’S REVIEW (continued) Following announcement of the sale of Flexiglass and the Caravan Manufacturing business, Fleetwood has treated those businesses as discontinued operations in the statutory accounts. If these businesses had been treated as continuing operations, underlying FY18 EBIT would have been $5.5 million which is in-line with Fleetwood’s announcement released on 8 May 2018. In addition, a provision of $4 million has been taken for factory closure costs. These are shown in discontinued operations in the table below. $ Million (unless stated) 2018 2017 Change RESULTS SUMMARY Revenue Underlying EBITDA Depreciation and Amortisation Underlying EBIT Finance costs Pre-tax profit Tax expense (benefit) 267.0 262.4 25.2 6.3 18.8 1.2 17.6 5.4 12.2 29.0 6.3 22.7 0.8 21.9 6.7 15.2 2% -13% 0% -17% 56% -20% -20% -19% n/a n/a The Caravan Manufacturing assets Underlying NPAT have been written down by $7.4 million in the second half to their estimated realisable value. Loss from discontinued operations Statutory NPAT (25.7) (6.2) (13.5) 9.0 $ Million (unless stated) 2018 2017 Change Revenue Parts and Accessories Modular Accommodation Village Operations Unallocated Intersegment eliminations Total revenue Underlying EBIT Parts and Accessories Modular Accommodation Village Operations Unallocated Total underlying EBIT 66.6 179.3 27.9 0.2 (7.0) 67.2 175.8 26.3 0.3 (7.3) 267.0 262.4 3.6 10.1 9.1 2.6 15.2 6.9 (4.0) (2.1) (18.8) 22.7 -1% 2% 6% -36% n/a -2% 39% -34% 32% n/a -17% The above table excludes the discontinued resource sector rental, Flexiglass and Caravan Manufacturing businesses. 8 The divisional breakdown shown (left) demonstrates that strong earnings in Village Operations and Parts & Accessories were offset by Modular Accommodation.  Fleetwood’s original manufacturing facility based in Bendigo, is our largest and most versatile facility in Victoria, covering more than 16,700m2. CASHFLOW AND DEBT Net cash of $0.6 million compared to FY17 net cash of $0.4 million and Cashflow from operations of H1 FY18 net debt of $12.7 million. The movement in net debt is detailed $17.9 million was ahead of FY17 below. $ Million (unless stated) EBITDA Interest paid (net) Tax Working capital (and other) Operating cashflow Net capex Free cashflow Financing cashflows Opening net cash (debt) Closing net cash (debt) $5.9 million, and was driven by strong debtor management and improved working capital management in the Recreational Vehicle division in the fourth quarter of the year. Net capex is primarily related to new educational hire classrooms and the ongoing upgrade of Fleetwood’s ERP system. Capex is expected to reduce substantially in FY19. FY18 25.2 (1.1) 1.0 (7.2) 17.9 (14.6) 3.3 (3.1) 0.4 0.6 FY17 29.0 (0.9) (0.1) (22.2) 5.9 (8.6) (2.7) 0.0 3.1 0.4 9 Modular Accommodation While education demand ran at a strong rate in the first half of FY18, over the fourth quarter, order flow in Victoria shifted from units manufactured for immediate sale to units manufactured for rental ahead of the Victorian state budget announcement, which was delivered on 1 May 2018. In addition, the business was impacted to a lesser degree by lower volume from the affordable retirement sector, particularly into the fourth quarter, and establishment of two new factories in Melbourne to meet a higher future level of anticipated demand. While these had a negative impact on the second half of FY18, a series of modest project wins in the Western Australian resource sector saw this part of the business return to profitability. The Victorian state budget has confirmed a significant increase in education-spend and the announcement is a positive overall sign in respect of FY19 demand. 10 The business is also expecting to see a greater advantage of the large NSW Government school- contribution from rental income in FY19. spend announced over the medium term. The acquisition of MBS is an exciting development for Fleetwood paid $34.2 million (plus a potential earnout) the Modular Accommodation business. MBS settled on for MBS and the business generated $9.4 million in 8 August 2018 and gives Fleetwood a strong foothold EBIT for FY18. in the key Sydney market where Fleetwood did not have representation. Whilst remaining confident of increased future spending in key sectors, future profitability will remain There is a near-term modular cell pipeline of over subject to the timing of contract 2,000 cells for the NSW Government plus possible awards. expansion into other geographic regions. In addition, the business is well-positioned to take  Gateway Lifestyle Housing: Fleetwood has been providing Gateway Lifestyle Group with the supply and installation of its modular homes delivering to Gateway’s residential communities in NSW, QLD and VIC. 11 Village Operations Fleetwood’s Village Operations segment has continued to benefit from increased shutdown-related accommodation demand in Karratha during FY18, with EBIT for FY18 of $9.1 million up 32% when compared to FY17. Demand for FIFO accommodation from operational workers is expected to remain relatively consistent into the first half of FY19 and in addition, the company has reached agreement with major resource companies for periodic shutdowns expected to occur during FY19. Notwithstanding this, resource companies have signalled new accommodation capacity to come on-line in the Karratha market and accordingly, Fleetwood’s Village Operations result may be impacted into the second half of FY19. However, this additional capacity is being brought on-line ahead of an expected period of construction activity in the region in FY20, and accordingly Fleetwood’s longer-term outlook for Searipple Village remains sound.  Osprey Village in South Hedland, WA 12 Parts and Accessories Fleetwood settled the sale of Flexiglass in February 2018, which has resulted in the Parts and Accessories segment being comprised solely of Camec in the FY18 reported segment numbers from continuing operations. Despite declining retail sales rates in the recreational vehicles industry, Camec has grown its share of the market through a dedicated focus on customer service and innovative product design. This has resulted in stable revenue in FY18. Full-year EBIT of $3.6 million was a 39% improvement on the previous corresponding period of $2.6 million. This was driven by higher gross margins and flat operating costs. The improvements made over the last three years give the Board confidence that the present earnings trajectory will continue into FY19. The acquisition of Melbourne-based NRV in August 2018, which specialises in the provision of plumbing and electrical labour and parts to the production lines of mid-tier caravan OEMs, is expected to drive earnings growth in FY19. NRV gives Camec the opportunity to further integrate with key OEM customers, particularly in the Campbellfield production hub in Melbourne. It also benefits from the increasing trend towards direct caravan imports into Australia as all imports must be certified to Australian plumbing and electrical standards. Fleetwood paid $10 million (plus a potential earnout) for NRV and the business generated $4.7 million in EBIT for FY18. 13 CORPORATE COSTS DIVIDENDS Corporate costs grew by $2 million in FY18 due to the Given the recent capital raising combined with overall payment of 2017 executive bonuses, fees associated FY18 earnings, no final dividend has been declared. with increased corporate activity and increased staff numbers. Fleetwood is expected to incur additional annual The company has a significant franking account balance to support future dividends. costs of approximately $1.9 million in respect of the FY19 PRIORITIES AND OUTLOOK acquisitions of MBS and NRV. DISCONTINUED BUSINESSES  Caravan Manufacturing The Caravan Manufacturing business generated operating losses of $12.1 million in FY18 as announced to the ASX in May 2018. In addition, provisions and Key priorities for FY19 include the integration of recent acquisitions MBS and NRV, achieving second completion on the sale of the Caravan Manufacturing business and improving cash generation and returns. In particular, Fleetwood will pursue further diversification of its modular business by targeting further detention and education works. Fleetwood impairments totalling $15.2 million were incurred during is also actively focusing on other sectors that lend the year ($3.8 million in H1 and $11.4 million in H2). themselves to modular construction. First close on the sale to Apollo was achieved on 9 August 2018 with the payment for goodwill of $1 million. Fleetwood and Apollo are now in the second phase of the sale being a transition period following which Apollo will purchase agreed raw materials and finished goods stock from Fleetwood. The transition period is expected to conclude early in the second half of FY19. While Fleetwood expects to incur further operating losses from discontinued operations, the overall exit from this business is forecast to be cash positive for the group.  Flexiglass Flexiglass incurred trading losses of $1.4 million before its sale in February 2018. In addition, provisions and impairments totalling $4.7 million were incurred on the exit from this business.  Resource sector rental operations Operating losses of $0.5 million and impairment of $0.9 million were incurred during FY18 as residual assets continue to be sold. Assets held for sale fell from $20.2 million to $9.2 million over the course of the year. 14  The M-Link building for Carey Baptist Grammar in Victoria 15 15 16 17 18 19 20 21 22 23 24 25 26 27 differences 28 29 30 31 32 33 34 35 36 (continued) 37 38 39 40 41 42 43 44 45 46 a 47 48 pages 16 and 17 49 50 51 52 53 54 55 1 Michael Hardy, Greg Tate and John Bond were not Directors during the period ending 30 June 2018 56 57 58 59 60 Remuneration Report (continued) Clause 206J of the Corporation Act (Cth) 2001 prohibits the hedging of remuneration by key management personnel; as such the Board does not directly impose any restrictions in relation to key management personnel limiting his or her exposure to risk in respect of share units issued by the Company. No Director is a party to a contract whereby such person would have a right to call for or deliver shares in, or debentures of or interests in a registered scheme made available by the Group. Loans to key management personnel in connection with the LTIP totaling $2,804,790 (2017: $1,602,515) were outstanding at the end of the reporting period. The value of shares in the Company held by the Share Trust exceeded the balance of loans outstanding at the end of the reporting period. As the loans are non-recourse there is no fixed term, and no allowance for doubtful debts or impairment loss has been recognised against them. The number of key management personnel included in the aggregate of loans is seven. Mr. Denison had loans totaling $1,429,500 (2017: $863,319) made to him at the end of the reporting period, with the total loan remaining outstanding at the end of the reporting period in connection with the LTIP. As the loan is non-recourse there is no fixed term, and no allowance for doubtful debts or impairment loss has been recognised against it. No share units issued during the year vested. 107,340 share units issued during the year were forfeited. No bonuses were forfeited during the year because the person did not meet service or performance criteria. The terms and conditions of employment of senior executives and key management personnel are governed by individual employment contracts. Employment contracts are not limited in duration and do not contain termination payments. Each employment contract may be terminated by either party upon the giving of three months notice. However, the Company may terminate an employment contract at any time and without notice if serious misconduct has occurred. End of Remuneration Report Non-audit Services The Directors are satisfied that the provision of non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act (Cth) 2001. The Directors are satisfied that the provision of non-audit services by the auditors did not compromise the auditor independence requirement of the Corporations Act (Cth) 2001 for the following reasons: • all non-audit services have been reviewed by the Audit Committee to ensure that they do not impact impartiality and objectivity of the auditor; and • none of the services undermine the general principle relating to auditor independence as set out in the Corporations Act (Cth) 2001 or the Code of Conduct APES 110 Code of Ethics for Professional Accountants, as amended, issued by the Accounting Professional and Ethical Standards board, including reviewing or auditing the auditors own work, acting in a management or a decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. Details of the amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 25 to the financial statements. Company Secretary Mr. Andrew Wackett, who is Fleetwood’s Chief Financial Officer, was appointed interim Company Secretary on 5 July 2018. Yanya O’Hara resigned as Company Secretary on 5 July 2018. Corporate Governance Statement In recognising the need for the highest standards of corporate behavior and accountability, the Directors of the Compnay support and have adopted a corporate governance plan. Details of the Company’s corporate governance practices can be found on our website www.fleetwoodcorporation.com.au/investors/Corporate-Governance. Rounding The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and accordingly amounts in the financial report and Directors’ report have been rounded to the nearest one thousand dollars, unless otherwise indicated. Signed in accordance with a resolution of the Directors. P Campbell Non-Executive Chairman 24 August 2018 61 pages 16 to 47 62 63 64 65 66 67 50 to 61 68 ASX Additional Information as at 17 October 2018 Additional Information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below: Twenty largest shareholders Name HSBC Custody Nominees (Australia) Limited National Nominees Limited J P Morgan Nominees Australia Ltd Citicorp Nominees Pty Ltd Karrad Pty Ltd Zero Nominees Pty Ltd BNP Paribas Noms Pty Ltd Smartequity EIS Pty Ltd Amcil Limited Mirrabooka Investments Ltd Jarli Pty Ltd Neweconomy.com.au Nominees Pty Limited <900 Account> BNP Paribas Nominees Pty Ltd UBS Nominees Pty Ltd Creative Living (Qld) Pty Ltd Mr Greg Tate Mr John Ian Amos & Mrs Cintra Gail Amos Mr Brian Garfield Benger Mr Mark Terence O'Donoghue KTAP Pty Ltd Other minority shareholders Substantial shareholders The number of shares held by substantial shareholders are set out below: Name HSBC Custody Nominees (Australia) Limited National Nominees Limited Greg Tate J P Morgan Nominees Australia Ltd Citicorp Nominees Pty Ltd Distribution of equity security holders Category 1 -1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Shareholders holding less than a marketable parcel Number of ordinary shares held 20,672,352 14,243,925 8,167,733 7,745,371 7,316,612 2,100,094 1,780,349 1,626,200 1,181,117 1,115,370 1,082,000 741,088 692,764 584,026 340,000 338,873 309,143 237,370 188,276 168,966 70,631,629 23,932,478 94,564,107 % 21.86% 15.06% 8.64% 8.19% 7.74% 2.22% 1.88% 1.72% 1.25% 1.18% 1.14% 0.78% 0.73% 0.62% 0.36% 0.36% 0.33% 0.25% 0.20% 0.18% 74.69% 25.31% 100.00% 20,672,353 14,243,925 8,818,244 8,167,733 7,745,371 21.86% 15.06% 9.33% 8.64% 8.19% Number of shareholders 2,204 2,229 563 466 35 5,497 654 Voting rights of shareholders On a show of hands, every member in person or by proxy shall have one vote. Upon a poll, voting rights of such members shall be one vote for each share held. On market buy-back There is no current on market buy-back. Other information Fleetwood Corporation Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares. 69 21 Regal Place, East Perth WA 6004 Telephone: (08) 9323 3300 Fax: (08) 9202 1106 Email: info@fleetwood.com.au fleetwood.com.au ABN 69 009 205 261

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