Capital Change - Placement & Institutional Entitlement Offe

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Auckland, 30 September 2024: Fletcher Building Limited (“Fletcher Building” or the “Company”) provides the attached Capital Change Notice pursuant to NZX Listing Rule 3.13.1. This notice relates to the issue of an aggregate total of 244,806,536 new ordinary shares (“New Shares”) under the placement (“Placement”) and the institutional component of the accelerated non-renounceable entitlement offer (“Entitlement Offer”) offer announced on 23 September 2024 (together, the “Offer”). Aggregate gross proceeds of approximately NZ$587 million are being raised under the Placement and institutional component of the Entitlement Offer, with approximately NZ$113 million being raised under the retail component of the Entitlement Offer (“Retail Entitlement Offer”). Placement participation and allocations For the purpose of NZX Listing Rule 4.17.9(c), and having regard to the objectives which supported Fletcher Building's choice of offer structure (being the Placement and Entitlement Offer): (a) Fletcher Building invited existing eligible institutional shareholders in each of the material jurisdictions to participate in the Placement, together with other institutional investors. (b) Fletcher Building's objectives for allocations under the Placement were primarily to: (i) treat existing eligible shareholders fairly, taking into account their pro-rata allocation across the Placement and the Entitlement Offer; (ii) use best efforts to allocate to eligible institutional shareholders a minimum of their pro-rata equivalent of the Placement component of the Offer or any lower amount bid for; and (iii) following allocations to eligible institutional shareholders of their pro rata equivalent across the Placement and the Institutional component of the Entitlement Offer, allocate taking into consideration existing shareholdings and demand leadership. Final allocation decisions were made by Fletcher Building together with Jarden, in its capacity as the lead manager of the Offer. There were no significant exceptions or deviations from the objectives and criteria set out above. As announced on 24 September 2024, all existing eligible institutional shareholders who bid for their pro-rata allocation of the Placement were allocated at least that amount of New Shares. Retail Entitlement Offer Fletcher Building reminds shareholders that the Retail Entitlement Offer closes at 5.00pm NZDT (3.00pm AEDT) on Tuesday, 8 October 2024. The Retail Entitlement Offer is available to eligible retail shareholders at the same application price as the Placement and Institutional Entitlement Offer of NZ$2.40 (or A$2.20 for eligible retail shareholders in Australia) per New Share. Eligible retail shareholders who have taken up all of their Entitlements in full may apply for additional New Shares, up to a maximum amount of New Shares equal to 100% of their entitlements, which will assist those who wish to do so to mitigate any dilution by the Placement (subject to available shortfall). #Ends Authorised by: Haydn Wong Company Secretary For further information please contact: MEDIA Christian May General Manager – Corporate Affairs +64 21 305 398 Christian.May@fbu.com INVESTORS AND ANALYSTS Aleida White Head of Investor Relations +64 21 155 8837 Aleida.White@fbu.com This announcement has been prepared for publication in New Zealand and Australia and may not be released or distributed in the United States. This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any security or financial product and neither this announcement nor anything attached to this announcement shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal. Any securities described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state or jurisdiction of the United States and may not be offered or sold directly or indirectly in the United States except in transactions exempt from, or not subject to, the registration of the U.S. Securities Act and any other applicable U.S. state securities laws. The New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act. None of Fletcher Building or any of its subsidiaries, advisors or affiliates (or any of their respective officers, employees or agents) makes any representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward looking statement or any outcomes expressed or implied in any forward looking statements. Statements about past performance are not necessarily indicative of future performance.