Fletcher Building Industries Limited ANNUAL REPORT 2017 This report is dated 16 August 2017 and is signed on behalf of the board of Fletcher Building Industries Limited by: Sir Ralph Norris Chairman of Directors John Judge Director Chairman’s review Income statement, statement of comprehensive income and statement of movements in equity Balance sheet Statement of cash flows and reconciliation of net earnings to net cash from operating activities Statement of accounting policies Notes to the financial statements Independent auditor’s report Noteholder information Directory 1 2 3 4 5 6 12 14 14 Chairman’s review. I am pleased to present the annual report of Fletcher Building Industries Limited for the year ended 30 June 2017. Fletcher Building Industries is a wholly owned subsidiary of Fletcher Building Limited (Fletcher Building). The contents of this annual report should be read in conjunction with the Fletcher Building 2017 annual report which can be viewed at fbu.com. RESULTS FOR THE PERIOD Net earnings after tax for the year to 30 June 2017 were $38.1 million (2016: $67.9 million). Shareholders’ funds increased to $414.5 million from $377.0 million at 30 June 2016. BUSINESS ACTIVITIES Fletcher Building Industries has issued capital notes and those funds have been invested in other Fletcher Building group companies. The company owns 20 per cent of the shares in Fletcher Building Holdings New Zealand Limited which currently holds all of the shares in Fletcher Building’s New Zealand operating subsidiaries. The financial position of the company is dependent on that of Fletcher Building. Further information on the operations and performance of Fletcher Building is available on its website, fbu.com, and I recommend that you take the opportunity to review it. Sir Ralph Norris Chairman of Directors 1 Income statement, statement of comprehensive income and statement of movements in equity Income statement For the year ended 30 June 2017 Share of profits of associate Earnings before interest and taxation Funding costs Earnings before taxation Taxation benefit Net earnings Statement of comprehensive income For the year ended 30 June 2017 Notes 5 2 3 Notes Net earnings Share of associate's other comprehensive income 5 Total comprehensive income Statement of movements in equity For the year ended 30 June 2017 Total equity at the beginning of the year Total comprehensive income Total equity Notes The accompanying notes form part of and are to be read in conjunction with these financial statements. Year ended June 2017 NZ$000 59,762 59,762 (30,026) 29,736 8,407 38,143 Year ended June 2017 NZ$000 38,143 (632) 37,511 Year ended June 2017 NZ$000 376,987 37,511 414,498 Year ended June 2016 NZ$000 89,598 89,598 (30,171) 59,427 8,448 67,875 Year ended June 2016 NZ$000 67,875 (703) 67,172 Year ended June 2016 NZ$000 309,815 67,172 376,987 2 Balance sheet Balance sheet As at 30 June 2017 Assets Current assets: Debtors and prepayments Amounts owed by related companies Current tax asset Total current assets Non-current assets: Investment in associate Total non-current assets Total assets Liabilities Current liabilities: Accrued interest Capital notes Total current liabilities Non-current liabilities: Capital notes Total non-current liabilities Total liabilities Equity Reported capital Reserves Total equity Total liabilities and equity Notes As at June 2017 NZ$000 As at June 2016 NZ$000 14 9 5 10 10 6 7, 8 71,565 8,407 79,972 843,464 843,464 923,436 8,938 100,000 108,938 400,000 400,000 508,938 346,000 68,498 414,498 923,436 14 52,247 8,448 60,709 824,334 824,334 885,043 8,056 100,000 108,056 400,000 400,000 508,056 346,000 30,987 376,987 885,043 The accompanying notes form part of and are to be read in conjunction with these financial statements. On behalf of the board 16 August 2017 Sir Ralph Norris Chairman of Directors John Judge Director 3 Statement of cash flows and reconciliation of net earnings to net cash from operating activities Statement of cash flows For the year ended 30 June 2017 Cash flow from operating activities: Prepayments Dividend received Interest paid Net cash from operating activities Cash flow from investing activities: Purchase of investments Net cash from investing activities Cash flow from financing activities: Maturity of capital notes Advances from related companies Net cash from financing activities Net movement in cash held Add opening cash and liquid deposits Closing cash and liquid deposits Reconciliation of net earnings to net cash from operating activities For the year ended 30 June 2017 Cash was received from net earnings Adjustment for items not involving cash and other items: Share of profits from associate Dividend received from associate Taxation Prepayments Accruals Net cash from operating activities 4 Year ended June 2017 NZ$000 14 40,000 (29,144) 10,870 (10,870) (10,870) Year ended June 2017 NZ$000 38,143 (59,762) 40,000 (8,407) 14 882 10,870 Year ended June 2016 NZ$000 37 53,000 (31,201) 21,836 (15,000) (15,000) (31,320) 24,484 (6,836) Year ended June 2016 NZ$000 67,875 (89,598) 53,000 (8,448) 37 (1,030) 21,836 Statement of accounting policies associates are accounted for using the equity method of accounting and are initially recognised at cost. The group’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss. liability method. Deferred tax is recognised on the temporary difference between the carrying amount of assets and liabilities and their taxable value. Deferred tax assets are not recognised unless recovery is considered probable. Funding costs Net funding costs comprise interest expense, interest income, amortisation of prepaid expenses and gains/losses on certain financial instruments that are recognised in earnings. For the year ended 30 June 2017 Basis of presentation The financial statements presented are those of Fletcher Building Industries Limited (the company) and its associate (together, the ‘group’). Fletcher Building Industries Limited is a company domiciled in New Zealand, is registered under the Companies Act 1993, and is a Financial Markets Conduct Act 2013 reporting entity in terms of the Financial Reporting Act 2013. The registered office of the company is 810 Great South Road, Penrose, Auckland. Fletcher Building Industries Limited is a profit oriented entity. The financial statements comprise the income statement, statement of comprehensive income, statement of movements in equity, balance sheet, statement of cash flows, and significant accounting policies, as well as the notes to these financial statements. Accounting convention The financial statements are based on the general principles of historical cost accounting, except that financial assets and liabilities as described below are stated at their fair value. These financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand which is the New Zealand equivalent to International Financial Reporting Standards (NZ IFRS). They also comply with International Financial Reporting Standards. Estimates The preparation of financial statements in conformity with NZ IFRS requires the directors to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis. For further information on areas of estimation and judgement, refer to the notes to the financial statements. The group’s share of its associate’s post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the group and its associate are eliminated to the extent of the group’s interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the associate are consistent with the policies adopted by the group. Dilution gains and losses arising in the investment in the associate are recognised in the income statement. Debtors Debtors are valued at estimated net realisable value. The valuation is net of a specific provision maintained for doubtful debts. All known losses are written off to earnings in the period in which it becomes apparent that the debts are not collectable. Trade debtors normally have 30 to 90 day terms. Valuation of liabilities Derivative financial instruments Company and group policy specifically prohibits the use of derivative financial instruments for trading or speculative purposes. All the company and group’s derivative financial instruments are held to hedge risk on underlying assets, liabilities and forecast and committed sales and purchases. Borrowings Interest bearing borrowings are initially recognised at fair value on transaction date, less directly attributable transaction costs, and subsequently measured at amortised cost using the effective interest rate method. Creditors Trade creditors and other liabilities are stated at cost or estimated liability where accrued. Provisions A provision is recognised when the company or group has a current obligation and it is probable that economic benefits will be required to settle this obligation. Intercompany guarantees Where the company or group enters into financial guarantee contracts to guarantee the performance or indebtedness of other companies within the Fletcher Building Limited group, the company considers these to be insurance arrangements and accounts for them as such. In this respect, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee. Equity Share capital Ordinary shares are classified as shareholders’ funds. Costs directly attributable to the issue of new shares or options are shown in shareholders’ funds as a reduction from the proceeds. Dividends are recognised as a liability in the period in which they are declared. Income determination Investment revenue Interest income is taken to earnings when received or accrued in respect of the period for which it was earned. Dividends and distributions are taken to earnings when received or accrued where declared prior to balance date. Valuation of assets Associates Taxation Associates are all entities over which the company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in The provision for current tax is the estimated amount due for payment during the next 12 months by the company and group. The provision for deferred tax has been calculated using the balance sheet 5 Notes to the financial statements 1. Changes in accounting policies The International Accounting Standards Board has issued a number of standards, amendments and interpretations that are not yet effective. The company has not applied these in preparing these financial statements and while the application of these standards, amendments and interpretations would require further disclosures, they are not expected to have a material impact on the group’s results. There have been no changes in accounting policies in the year ended 30 June 2017. 2. Funding costs Interest payable on: Capital notes interest Plus bank fees, share registry and issue expenses Interest receivable on: Amounts owed by Fletcher Building Limited 3. Taxation benefit Earnings before taxation Taxation at 28 cents per dollar Adjusted for: Non assessable income Year ended June 2017 NZ$000 Year ended June 2016 NZ$000 30,940 147 (1,061) 30,026 29,736 (8,326) 16,733 8,407 34,232 234 (4,295) 30,171 59,427 (16,640) 25,088 8,448 4. Nature of operations The company continues to own 20 per cent of the shares in Fletcher Building Holdings New Zealand Limited. The company accounts for this investment in its group accounts using the equity method (refer note 5). Fletcher Building Holdings New Zealand Limited is incorporated in New Zealand, is an unlisted corporate holding company and currently holds all of the shares in Fletcher Building Limited’s New Zealand operating subsidiaries. The company is therefore exposed to the trading risks of those New Zealand businesses, particularly through the building products and construction cycle. However, the capital notes are subject to a guarantee from Fletcher Building Limited. Further details are provided in notes 10 and 12. 6 Year ended June 2017 NZ$000 Year ended June 2016 NZ$000 824,334 59,762 (632) (40,000) 843,464 3,568,856 (1,123,619) (54,153) 363,083 (19,333) 2,734,834 546,967 296,497 843,464 6,537,801 346,998 39,379 1,765 388,142 (89,333) 298,809 59,762 773,439 89,598 (703) 15,000 (53,000) 824,334 2,716,878 (998,466) (27,578) 966,396 (18,047) 2,639,183 527,837 296,497 824,334 5,765,321 537,846 83,966 (2,445) 619,367 (171,379) 447,988 89,598 Notes to the financial statements 5. Investment in associate Carrying amount of associate – Fletcher Building Holdings New Zealand Group Carrying amount at the beginning of the year Share of profits of associate Share of associate's other comprehensive income/(loss) Investment in Fletcher Building Holdings New Zealand Limited Dividend received from associate Investment in associate Associate information – Fletcher Building Holdings New Zealand Group Balance sheet information for associate – 100% External assets External liabilities Debt Intercompany Non-controlling interest Equity Equity – Fletcher Building Industries Limited share – 20% Goodwill acquired at cost Investment in associate Equity accounted earnings for Fletcher Building Holdings New Zealand Group comprise: Summarised income statement for associate – 100% Sales Earnings before interest and tax Interest income Foreign exchange loss Earnings before tax Taxation expense Net earnings Net earnings – Fletcher Building Industries Limited share – 20% 7 Notes to the financial statements 6. Capital Reported Capital: Reported capital at the beginning of the year Number of shares: Number of shares at the beginning of the year All ordinary shares are issued and fully paid, and carry equal rights in respect of voting, dividend payments and distribution upon winding up. 7. Reserve movements Revenue reserve Revenue reserve at the beginning of the year Net earnings Other comprehensive income/(loss) 8. Reserve balances Reserves comprise: Revenue reserve 9. Current tax asset Opening current tax asset Taxation benefit in the income statement Intercompany receipt from Fletcher Building Holdings Limited 10. Capital Notes Capital notes Current Portion Capital notes Non-current portion 8 Year ended June 2017 NZ$000 Year ended June 2016 NZ$000 346,000 346,000 346,000 346,000 30,987 38,143 (632) 68,498 68,498 68,498 8,448 8,407 (8,448) 8,407 100,000 100,000 400,000 400,000 500,000 346,000 346,000 346,000 346,000 (36,185) 67,875 (703) 30,987 30,987 30,987 9,630 8,448 (9,630) 8,448 100,000 100,000 400,000 400,000 500,000 Notes to the financial statements 10. Capital notes continued Capital notes are long-term fixed rate unsecured subordinated debt instruments. The indebtedness of Fletcher Building Industries in respect of the capital notes is guaranteed on an unsecured subordinated basis by Fletcher Building Limited. On each election date, the coupon rate and term to the next election date of that series of the capital notes are reset. Holders may then choose either to keep their capital notes on the new terms or to convert the principal amount and any interest into shares of Fletcher Building Limited, at approximately 98 per cent of the current market price. Instead of issuing shares to holders who choose to convert, Fletcher Building may, at its option, purchase or redeem the capital notes for cash at the principal amount plus any interest. Under the terms of the capital notes, non-payment of interest is not an act of default although unpaid interest is accrued and is interest bearing at the same rate as the principal of the capital notes. Each of the company and Fletcher Building Limited has covenanted not to pay dividends to its shareholders while interest that is due and payable on capital notes has not been paid. The weighted average interest rate on the capital notes is 5.82% (30 June 2016: 6.23%). The capital notes do not carry voting rights and do not participate in any change in value of the issued shares of Fletcher Building Limited. If the principal amount of the capital notes held at 30 June 2017 were to be converted to shares, 64 million (June 2016: 59 million) Fletcher Building Limited shares would be issued at the share price as at 30 June 2017, of $7.99 (June 2016: $8.58). At 30 June 2017 $100 million (June 2016: $116 million) of capital notes were held by Fletcher Buildings Holdings Limited as Treasury Stock. Net tangible asset backing per capital note issued as at 30 June 11. Credit rating The company has not sought and does not hold a credit rating from an accredited rating agency. Fletcher Building Industries Group 2017 1.83 2016 1.75 12. Financial risk management overview Exposures to credit, liquidity, currency and interest rate risks arise in the normal course of the company’s business. The company is a wholly owned subsidiary of Fletcher Building Limited and does not have an independent policy regarding capital structure, credit, liquidity, currency and interest rates but is governed by the Fletcher Building group’s principles and policy documents approved under board delegated authority by the CEO. The policy documents identify the risk and set out the Fletcher Building group’s objectives, policies and processes to measure, manage and report the risk. The policies are reviewed periodically to reflect changes in financial markets and the Fletcher Building group’s businesses. Risk management is carried out by the Fletcher Building group’s central treasury function, which ensures compliance with the risk management policies and procedures set by the board and enters into derivative financial instruments to assist in the management of the identified financial risks. The company does not enter into derivative financial instruments for trading or speculative purposes. All derivative transactions entered into are to hedge risk on underlying exposures arising from normal business activities. The financial position of the company is dependent on that of Fletcher Building Limited. Risks and mitigation (a) Credit risk To the extent the company has a receivable from another party there is a credit risk in the event of non-performance by that counterparty which arises principally from receivables from customers, derivative financial instruments and short term cash deposits. The company only has credit risk exposure to the Fletcher Building group and has no external credit risk exposure. The company has not renegotiated the terms of any financial assets that would otherwise be past due or impaired. (b) Liquidity risk Liquidity risk is the risk that the company will encounter difficulty in meeting its financial commitments as they fall due. The Fletcher Building group manages the liquidity risk of the company by having a spread of maturity dates of the Fletcher Building group’s debt facilities. Furthermore at 30 June 2017, the Fletcher Building group had $2,666 million of committed funding facilities of which $536 million of banking facilities were undrawn (June 2016: $2,224 million; $608 million). The following maturity analysis table sets out the remaining contractual undiscounted cash flows, including estimated interest payments for non-derivative liabilities. Creditors and accruals are excluded from this analysis as they are not part of the company’s assessment of liquidity risk because they are offset by debtors with similar payment terms. 9 Notes to the financial statements 12. Financial risk management overview continued (b) Liquidity risk continued Capital notes Non-derivative liabilities – Principal cash flows Contractual interest cash flows Total contractual cash flows Capital notes Non-derivative liabilities – Principal cash flows Contractual interest cash flows Total contractual cash flows Fletcher Building Industries Group - June 2017 Contractual cash flows NZ$000 500,000 500,000 81,041 581,041 Up to 1 year NZ$000 1 – 2 years NZ$000 2 – 5 years NZ$000 100,000 100,000 28,945 128,945 100,000 100,000 21,796 121,796 300,000 300,000 30,300 330,300 Fletcher Building Industries Group – June 2016 Contractual cash flows NZ$000 500,000 500,000 51,850 551,850 Up to 1 year NZ$000 1 – 2 years NZ$000 2 – 5 years NZ$000 100,000 100,000 22,320 122,320 100,000 100,000 17,322 117,322 300,000 300,000 12,208 312,208 (c) Interest rate risk Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will change due to changes in market interest rates and arises primarily from the company’s interest bearing borrowings. The Fletcher Building group manages the fixed interest rate component of its debt and capital notes obligations of the company and aims to maintain this ratio between 40 to 70%. The position in this range is managed depending upon underlying interest rate exposures and economic conditions. Cross currency interest rate swaps, interest rate swaps and forward rate agreements are used by Fletcher Building group to manage this position. The following tables set out the interest rate repricing profile of financial assets and liabilities: Floating – non-interest bearing Fixed up to 1 year Fixed 1 – 2 years Fixed 2 – 5 years Fixed over 5 years Total Year ended June 2017 NZ$000 Year ended June 2016 NZ$000 100,000 100,000 300,000 100,000 100,000 300,000 500,000 500,000 (d) Sensitivity analysis Foreign currency and interest rate risk is governed and managed by the Fletcher Building group. The sensitivity analysis is included in the Fletcher Building group financial statements. 10 Notes to the financial statements 12. Financial risk management overview continued (e) Fair values The estimated fair values of the company’s financial assets and liabilities compared to their carrying values in the balance sheet, are as follows: Capital notes Classifications Amortised cost Amounts owing by related companies Loans and receivables Fair value measurement No financial instruments are measured and recognised at fair value. June 2017 June 2016 Carrying value NZ$000 Fair value NZ$000 Carrying value NZ$000 500,000 71,565 505,750 71,565 500,000 52,247 Fair value NZ$000 516,198 52,247 Fair value disclosures The fair values of borrowings used for disclosure are measured by discounting future principal and interest cash flows at the current market interest rate that are available for similar financial instruments. The interest rates across all currencies used to discount future principal and interest cash flows are between 4.55% and 5.10% (June 2016: 4.00% and 4.40%) including margins. 13. Contingent liabilities and capital commitments There were no contingent liabilities or capital commitments as at 30 June 2017 (June 2016: Nil). The Fletcher Building group borrows funds based on covenants and a negative pledge arrangement. The principal borrowing covenants relate to gearing and interest cover at 30 June 2017 and throughout the year, the Fletcher Building group was in compliance with all its covenants. The negative pledge arrangement includes a cross guarantee, ensures that external senior indebtedness ranks equally in all respects, and includes the covenant that security can be given only in limited circumstances. The cross guarantee states that Fletcher Building Limited and certain of its subsidiaries, including Fletcher Building Industries Limited, guarantee the debt of the group that has the benefit of the negative pledge arrangement. As at 30 June 2017 the guaranteeing group had debt subject to the negative pledge arrangement and covenants of $1,650 million (June 2016: $1,163 million). 14. Related party transactions The company is a wholly owned subsidiary of Fletcher Building Limited, which is also the ultimate holding company Receivable owing from related companies: Fletcher Challenge Finance Investments Limited 1 Fletcher Building Limited 2 1 This unsecured advance is non-interest bearing 2 This unsecured advance is at call and earns 7.5% interest. The audit fee is borne by the company’s parent. Year ended June 2017 NZ$000 Year ended June 2016 NZ$000 63,000 8,565 71,565 23,000 29,247 52,247 11 A member firm of Ernst & Young Global Limited Chartered Accountants Notes to the financial statements Independent auditor’s report Chartered Accountants Chartered Accountants Independent auditor’s report To the shareholders of Fletcher Building Industries Limited Report on the Financial Statements 16 August 2017 Auckland 12 12 A member firm of Ernst & Young Global Limited 12. Financial risk management overview continued (e) Fair values The estimated fair values of the company’s financial assets and liabilities compared to their carrying values in the balance sheet, are as follows: Classifications Carrying value Fair value Carrying value June 2017 June 2016 NZ$000 NZ$000 NZ$000 500,000 71,565 505,750 71,565 500,000 52,247 Fair value NZ$000 516,198 52,247 Capital notes Amortised cost Amounts owing by related companies Loans and receivables No financial instruments are measured and recognised at fair value. Fair value measurement Fair value disclosures are available for similar financial instruments. 4.40%) including margins. The fair values of borrowings used for disclosure are measured by discounting future principal and interest cash flows at the current market interest rate that The interest rates across all currencies used to discount future principal and interest cash flows are between 4.55% and 5.10% (June 2016: 4.00% and 13. Contingent liabilities and capital commitments There were no contingent liabilities or capital commitments as at 30 June 2017 (June 2016: Nil). The Fletcher Building group borrows funds based on covenants and a negative pledge arrangement. The principal borrowing covenants relate to gearing and interest cover at 30 June 2017 and throughout the year, the Fletcher Building group was in compliance with all its covenants. The negative pledge arrangement includes a cross guarantee, ensures that external senior indebtedness ranks equally in all respects, and includes the covenant that security can be given only in limited circumstances. The cross guarantee states that Fletcher Building Limited and certain of its subsidiaries, including Fletcher Building Industries Limited, guarantee the debt of the group that has the benefit of the negative pledge arrangement. As at 30 June 2017 the guaranteeing group had debt subject to the negative pledge arrangement and covenants of $1,650 million (June 2016: $1,163 million). 14. Related party transactions The company is a wholly owned subsidiary of Fletcher Building Limited, which is also the ultimate holding company Receivable owing from related companies: Fletcher Challenge Finance Investments Limited 1 Fletcher Building Limited 2 1 This unsecured advance is non-interest bearing 2 This unsecured advance is at call and earns 7.5% interest. The audit fee is borne by the company’s parent. Year ended June 2017 NZ$000 Year ended June 2016 NZ$000 63,000 8,565 71,565 23,000 29,247 52,247 11 Chartered Accountants A member firm of Ernst & Young Global Limited 13 Information Noteholder information Enquiries Noteholders with enquiries about transactions or changes of address should contact: Computershare Investor Services Limited Private Bag 92119 Auckland 1142 Level 2, 159 Hurstmere Road Takapuna, Auckland 0622 New Zealand T. +64 9 488 8777 F. +64 9 488 8787 E. enquiry@computershare.co.nz Other investor enquiries Fletcher Building Industries Limited Private Bag 92114 Auckland 1142 New Zealand T. +64 9 525 9000 F. +64 9 525 9032 E. moreinfo@fb.co.nz fbu.com Interest payment dates Interest on capital notes is paid semi- annually on 15 March and 15 September. The company recommends that all noteholders have their interest payments direct credited to a bank account to ensure security and promptness of receipt. If you do not already have your payments direct credited, please contact Computershare Investor Services to register your bank account details. Quotation and transfers The Fletcher Building Industries capital notes are quoted on the NZX and may be bought and sold through sharebrokers. No transfer will be registered if it would result in the transferor or the transferee holding capital notes with an aggregate principal amount of less than $2,000. Subject to this minimum holding, transfers must be in multiples of $500. Fletcher Building website Details on Fletcher Building and its operations for the year ended 30 June 2017 can be viewed at the Fletcher Building website, at fbu.com. This website contains all news releases to the NZX and ASX and financial presentations made by Fletcher Building. Regulatory Disclosures There were no entries in the interests register during the period. Fletcher Building Industries has no quoted voting products under the Financial Markets Conduct Act 2013. NZX waivers Fletcher Building Industries has been granted a waiver from NZX Listing Rule 10.4 on the condition that: a) the company send to noteholders copies of Fletcher Building’s annual and half-yearly report or a notice containing the statements referred to in section 209(3) of the Companies Act 1993; and b) Fletcher Building Industries’ annual report includes, where relevant, the information required by section 211 of the Companies Act 1993 and NZX Listing Rules 10.4.5(a) and 10.4.5(e) – (g); and Directory Directors Sir Ralph Norris Chairman Antony Carter Alan Jackson John Judge Chairman of the Audit and Risk Committee Kathryn Spargo Member of the Audit and Risk Committee Cecilia Tarrant Member of the Audit and Risk Committee Steve Vamos Member of the Audit and Risk Committee Bruce Hassall Member of the Audit and Risk Committee Management Mark Adamson Chief Executive Officer (Resigned 20 July 2017) Francisco Irazusta Interim Chief Executive Officer (Appointed 24 July 2017) Bevan McKenzie Chief Financial Officer Charles Bolt Company Secretary and General Counsel c) the Fletcher Building annual report contains details of the spread of Fletcher Building Industries’ noteholders and its corporate governance policies, practices and processes. Registered office Fletcher Building Industries Limited Private Bag 92 114 Auckland 1142 New Zealand Remuneration and expenses The directors of Fletcher Building Industries are the directors of Fletcher Building, with no further remuneration payable. The chairman, chief executive officer, chief financial officer and company secretary of Fletcher Building hold equivalent roles in Fletcher Building Industries, with no further remuneration. No donations were made by the company during the accounting period. Fletcher House 810 Great South Road Penrose, Auckland 1061 New Zealand T. +64 9 525 9000 Trustee The capital notes are constituted under a Trust Deed dated 12 November 2002 as consolidated and restated dated 12 November 2015. Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of the provisions of the Trust Deed. The Trustee is: Covenant Trustee Services Ltd PO Box 4243 Shortland Street Auckland 1140 New Zealand Level 6 191 Queen Street Auckland 1140 New Zealand T. +64 9 302 0638 14 THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK