
1 Includes 500,000 options
During the year, directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant interest in securities as follows:


2 Relevant interest acquired through the Executive Long-Term Share Scheme with vesting subject to performance obligations.
3 Shares forfeited under the Executive Performance Share Scheme due to performance obligations only being partly met.
4 Shares acquired under the company’s Top-Up Offer.
5 Shares acquired under the company’s Share Purchase Plan.
Directors’ certificates to cover entries in the interests register in respect of remuneration, dealing in the company’s securities, insurance and other interests have been disclosed as required by the Companies Act 1993.
In accordance with section 140(2) of the Companies Act 1993, directors have advised changes in their interests during the year ended 30 June 2009 of:

The company’s shares are listed on the New Zealand (NZX) and Australian (ASX) stock exchanges.
20 largest shareholders as at 31 July 2009

New Zealand Central Securities Depository Limited provides a custodial depository service that allows electronic trading of securities to its members and does not have a beneficial interest in these shares. Its major holders of Fletcher Building shares are:

According to notices given to the company under the Securities Markets Act 1988, as at 31 July 2009, the substantial security holders in the company and their relevant interests are noted below. The total number of issued voting securities of Fletcher Building Limited as at that date was 604,466,028.


All shares issued are fully paid and have full voting rights. The number of shareholders holding less than the marketable parcel of A$500 under the listing rules of the ASX is 132.
The other equity securities on issue are 531 million of capital notes, which can convert to ordinary shares of the company on the basis of 98 percent of the then current value of the shares. There were 10,334 holders of the capital notes at 31 July 2009. These equity securities are quoted on the NZX but are unquoted on the ASX.

The terms of the company’s admission to the ASX and ongoing listing require the following disclosures.
(1) The company is incorporated in New Zealand. As such it is not subject to Chapters 6, 6A, 6B and 6C of the Australian Corporations Act dealing with the acquisition of shares (such as substantial holdings and takeovers). Limitations on acquisition of the securities are, however, imposed on the company under New Zealand law:
(a) Securities in the company are in general freely transferable and the only significant restrictions or limitations in relation to the acquisition of securities are those imposed by New Zealand laws relating to takeovers, overseas investment and competition.
(b) The New Zealand Takeovers Code creates a general rule under which the acquisition of more than 20 percent of the voting rights in the company or the increase of an existing holding of 20 percent or more of the voting rights in the company can only occur in certain permitted ways. These include a full takeover offer in accordance with the Takeovers Code, a partial takeover offer in accordance with the Takeovers Code, an acquisition approved by an ordinary resolution, an allotment approved by an ordinary resolution, a creeping acquisition (in certain circumstances) or compulsory acquisition if a shareholder holds 90 percent or more of the shares in the company.
(c) The New Zealand Overseas Investment Act and Overseas Investment Regulations regulate certain investments in New Zealand by overseas persons. In general terms, the consent of the New Zealand Overseas Investment Office is likely to be required where an “overseas person” acquires shares or an interest in shares in the company that amount to more than 25 percent of the shares issued by the company or, if the overseas person already holds 25 percent or more, the acquisition increases that holding.
(d) The New Zealand Commerce Act 1986 is likely to prevent a person from acquiring shares in the company if the acquisition would have, or would be likely to have, the effect of substantially lessening competition in a market.
(2) On 31 March 2009, ASX granted the company an ongoing waiver from ASX Listing Rule 7.1 which regulates the circumstances where companies listed on ASX are required to seek shareholder approval for the issue of securities. One of the conditions of the waiver is that the company remains subject to, and complies with, the listing rules of NZX with respect to the issue of new securities.
In accordance with the requirements of the ASX waiver, the company certifies that during the 12 months to 30 June 2009 it has been subject to, and has complied with, the requirements of the NZX with respect to the issue of new securities and that it continues to comply with those requirements.
Section 211 (1) (g) of the Companies Act 1993 requires disclosure of remuneration and other benefits, including redundancy and other payments made on termination of employment, in excess of $100,000 per year, paid by the company or any of its subsidiaries worldwide to any employees who are not directors of the company. To give more appropriate information on total employees’ remuneration, where there is a contractual commitment to provide incentive remuneration in respect of the year ended 30 June 2009, the amount accrued as at 30 June 2009 has also been included in the total remuneration disclosed below.


Section 211(2) of the New Zealand Companies Act 1993 requires the company to disclose, in relation to its subsidiaries, the total remuneration and value of other benefits received by directors and former directors and particulars of entries in the interests registers made during the year ended 30 June 2009.
Apart from some overseas subsidiaries which have independent directors or are required to have a specific number of local residents as directors, no wholly-owned subsidiary has directors who are not full-time employees of the group. The company had 246 subsidiaries worldwide at 30 June 2009.
No employee of Fletcher Building Limited appointed as a director of Fletcher Building Limited or its subsidiaries receives, or retains any remuneration or other benefits, as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings for remuneration disclosed previously under Employee remuneration. Except where shown below, no other director of any subsidiary company within the group receives director’s fees or other benefits as a director.
The following persons respectively held office as directors of subsidiary companies at the end of the year, or in the case of those persons with the letter (R) after their name ceased to hold office during the year. Alternate directors are indicated by the letter (A) after their name.
Companies placed in liquidation during the year are indicated by the letter (L) after their name.
AHI Roofing (Malaysia) SDN BHD
Z Bin Mat Desa (MYR 6,000), P Binti Mohamad (MYR 6,000),
W Roest, P Stichbury, C Ellis, B Rowley (R)
AHI Roofing (Middle East) Limited
W Roest, C Ellis
AHI Roofing Gyarto Es Kereskedelmi Korlatolt
Felelossegu Tarasag
C Ellis, A O’Brien, P Stichbury, M Adamson, A Van De Werken (R)
AHI Roofing Limited
W Roest, C Ellis
AHI Roofing Proisvodnja In Distribucija Stresnih
Sistemov D.O.O.
C Ellis, P Stichbury, A Van De Werken (R)
AHI Roofing Pty Limited
D Le Quesne, C Ellis
Aickin Timber Limited
W Roest, D Edwards
Alan Milne Building Supplies Limited
D Edwards, R de Raat (A)
Amatek Holdings Limited
M Farrell, D Le Quesne, W Roest, V Gulia
Amatek Industries Pty Limited
D Le Quesne, W Roest, V Gulia
Amatek Investments Limited
M Farrell, D Le Quesne, W Roest, V Gulia
Amtel Pty Limited
T Richards, P Zuckerman
Anson Building Supplies Limited
A Anson, D Edwards, R de Raat (A)
Aramis Investments Limited
W Roest, M Farrell
Auckland Frame and Truss Supplies Limited
O Lyttleton, J Sullivan (R), D King, M Fegan, D Deavoll,
D Edwards
Australian Fibre Glass Pty Limited
D Le Quesne, V Gulia
Bandelle Pty Limited
D Le Quesne, V Gulia
Baron Insulation Pty Ltd
C Ellis, D Isaacs, D Haslett (R)
Boden Building Supplies Limited
P Boden, D Edwards, R de Raat (A)
Bowen Building Supplies Limited
D Edwards, R de Raat (A)
Builders Hardware Company Limited
P Dolheguy, D Edwards, R de Raat (A), R Callon (A)
Building Choices Limited
D Close, D Edwards, R de Raat (A)
Burford Building Choices Limited
A Burford, D Edwards, R de Raat (A)
Building Products Superannuation Fund Pty Limited
C Chick, S Hart, W Roest, L Box, J McCabe (A)
Calder Building Supplies Limited
D Edwards, R de Raat (A), P Calder (R)
Calvert Building Supplies Limited
M Calvert, D Edwards, R de Raat (A)
Campbell Building Supplies Limited
D Edwards, R de Raat, A Campbell (R)
Caravan Components Pty Limited
D Le Quesne, V Gulia
Cemac (Hong Kong) Limited
C Wing Shum, D Thomas
Cemac (Macau) Limited
C Wing Shum
Christchurch Frame & Truss Limited
D Edwards, D Close
Cleaver Building Supplies Limited
M Cleaver, D Edwards, R de Raat (A)
Collier Building Supplies Limited
D Edwards, R de Raat (A), C Collier (R)
Consort Laminates Limited
M Adamson, P Alderson, P Hall
Creeks Metal Industries Pty Limited
D Le Quesne, V Gulia
Cullen Building Supplies Limited
R Cullen, D Edwards, R de Raat (A)
Cullity Timber Holdings Pty Limited
W Roest, D Worley, L Box (A)
Dale King Building Supplies Limited
D Edwards, D King, R de Raat (A)
Davis & Casey Building Supplies Limited
T Davis, D Edwards, R de Raat (A)
Deavoll Building Supplies Limited
D Edwards, D Deavoll, R de Raat (A)
Decorative Surfaces Holding AB
M Adamson, H Lindegard, M Nordgren, B Vernerson (R)
Decra Roofing Systems, Inc.
W Hudson, C Ellis
Delcon Holdings (No. 1) Limited
P Zuckerman, W Roest
Delcon Holdings (No. 2) Limited
P Zuckerman, W Roest
Delcon Holdings (No. 3) Limited
C Ellis, W Roest, A Cadman, J Cash (R)
Delcon Holdings (No. 8) Limited
W Roest, C Ellis
Delcon Holdings (No. 10) Limited
M Farrell, W Roest
Delcon Holdings (No. 11) Limited
M Farrell, W Roest
Delcon Holdings (No. 14) Limited
M Farrell, W Roest
DVS Limited
C Ellis, W Roest
EFA Technologies Pty Limited
M Binns, G West
Engineered Timber Solutions Ltd
D Edwards
Evans Building Supplies Limited
M Evans, D Edwards, R de Raat (A)
FBHS (Aust) Pty Limited
T Richards
FDL No. 23 Limited
D Edwards
FDL No. 24 Limited
D Edwards
FDL No. 25 Limited
D Edwards
Fegan Building Supplies Limited
D Edwards, R de Raat (A), M Fegan (R)
Fletcher Building (Australia) Finance Pty Limited
V Gulia, D Le Quesne
Fletcher Building (Australia) Pty Limited
M Farrell, V Gulia, D Le Quesne, W Roest
Fletcher Building (Fiji) Limited
M Binns, P Thumath, A Kumar
Fletcher Building Finance Limited
J Judge, Dr R Deane, H Fletcher, J Ling, Sir D Spring,
K Vautier, R Waters, G McGrath (R), P Baines (R)
Fletcher Building Holdings Limited
W Roest, M Farrell
Fletcher Building Holdings USA Inc.
W Hudson, C Ellis
Fletcher Building Netherlands Antilles B.V.
M Farrell, E Rakers, W Roest, S Coeriel (US$3,919), T Mol (R)
Fletcher Building Netherlands B.V.
M Farrell, W Roest, P Ruoff, A Van De Werken (EUR 2,500)
Fletcher Building Nominees Limited
J McDonald, G Niccol, G Key, M Farrell, W Roest, P Merry
Fletcher Building Products Limited
C Ellis, W Roest
Fletcher Building Share Schemes Limited
P Merry, G Niccol, J McDonald
Fletcher Challenge Building Bolivia S.A.
M Binns, K Cowie, H Ritchie
Fletcher Challenge Building UK Limited
J Ollard, D Wood
Fletcher Challenge Finance Investments Limited
W Roest, M Farrell
Fletcher Challenge Forest Industries Limited
M August, J Ollard, D Wood
Fletcher Challenge Industries S.A.
M Binns, K Cowie, H Ritchie
Fletcher Challenge Investments Overseas Limited
W Roest, M Farrell
Fletcher Challenge Materiais De Construcao Limitada
D Kenderdine
Fletcher Challenge Overseas Holdings Limited
W Roest, M Farrell
Fletcher Composite Research Limited
W Roest, P Zuckerman
Fletcher Concrete (Fiji) Limited
M Binns, P Thumath, A Kumar
Fletcher Concrete & Infrastructure Limited
M Binns, W Roest
Fletcher Construction (Malaysia) SDN BHD (L)
I Liew (R), T Chan (R)
Fletcher Construction (Nouvelle Caledonie) Limited
A Brown
Fletcher Construction (Singapore) PTE Limited
G Johnston, C Munkowits, K Beng Lee (NZ$2,234)
Fletcher Construction (Solomon Islands) Limited
A Brown, L Gray
Fletcher Construction Australia Pty Limited
M Binns, C Munkowits, C Wickham, K Davey
Fletcher Construction Company (Fiji) Limited
A Brown, L Gray, G Crum
Fletcher Construction Pty Limited
M Binns, C Munkowits, C Wickham, V Gulia
Fletcher Distribution Limited
W Roest, D Edwards
Fletcher Insulation Pty Limited
C Ellis, D Isaacs, D Haslett (R)
Fletcher Insulation (Vic) Pty Limited
C Ellis, D Isaacs, D Haslett (R)
Fletcher Morobe Construction Pty Limited
A Brown, L Gray, L Mathias, K Fletcher
Fletcher Pacific Steel (Fiji) Limited
D Hargovind (FJ$3,431), W Roest, J Beveridge, P Zuckerman
Fletcher Property Developments UK Limited
M August, J Ollard, D Wood
Fletcher Property Investments UK Limited
M August, J Ollard, D Wood
Fletcher Property Limited
M Binns, W Roest
Fletcher Residential Limited
M Binns, W Roest
Fletcher Steel Limited
W Roest, P Zuckerman
Fletcher Wood Panels (Australia) Pty Limited
W Roest, D Worley, L Box (A)
FM Holdings Inc.
W Roest, D Worley, M Adamson
FMB Comércio Importacão e Exportacão de
Laminados Decorativos Ltda
G Pikielny
Fo Shan Cemac Building Material Company Limited
J Shum, D Thomas
Forman Building Systems Limited
C Ellis, W Roest
Forman Building Systems Pty Limited
C Ellis, D Isaacs, D Haslett (R)
Forman Commercial Interiors Limited
C Ellis, W Roest
Forman Group Limited
C Ellis, W Roest
Forman Insulation Limited
C Ellis, W Roest
Forman Manufacturing Limited
C Ellis, W Roest
Formica (Asia) Ltd
S Kuo, D Wang
Formica (Malaysia) Sdn. Bhd.
S Kuo
Formica (N.Z.) Limited
D Worley, W Roest
Formica (Nederland) B.V. (formerly Formica Enterprises B.V.)
M Adamson, J Ruurd de Pater, Fortis Intertrust B.V. (R)
Formica (Thailand) Co., Ltd
W Kunanantakul, S Kuo, D Wang, C Wang
Formica Canada Inc.
C Sarrazin, M Adamson, L Box
Formica Corporation
W Roest, D Worley, M Adamson
Formica Danmark A/S
U Hector, H Lindegard, J Whisker, B Vernerson (R),
M Breindal (R)
Formica de Mexico SA DE CV
J Oritz, M Adamson, L Box
Formica Finance Limited
M Adamson, P Alderson, P Hall, W Roest
Formica Global LLC
M Adamson, L Box, R Bollman, M Vernon, D Clark Jr (R)
Formica Holdco UK Limited
M Adamson, P Alderson, P Hall
Formica Holding Corp.
W Roest, D Worley, M Adamson
Formica Holding GmbH
M Adamson
Formica Holdings Limited
M Adamson, P Alderson, P Hall
Formica II Corporation
W Roest, D Worley, M Adamson, J Whisker
Formica Iki Oy
M Adamson, P Alderson, H Lindegard, J Kerbs (R)
Formica International LLC
M Adamson, L Box, R Bollman, M Vernon, D Clark Jr (R)
Formica Korea Corporation
S Kuo, T Ren
Formica Limited
M Adamson, P Alderson, P Hall, R Pollington, W Roest,
J Whisker, D Worley
Formica LLC
D Worley
Formica Luxembourg Holding S.ar.L.
L Denys, W Roest, P Valasuo, D Worley, M Weijermans,
M Adamson
Formica Middle East B.V.
M Adamson
Formica Norge A/S
S Berge, H Lindegard, J Whisker, I Kolverud (R), B Vernerson (R)
Formica PSM Limited
M Adamson, P Alderson, P Hall
Formica S.A. (France)
M Adamson, P Hall, R Lambert
Formica S.A. (Spain)
M Adamson, A Amorebieta, P Hall
Formica (Schweiz) AG
M Adamson, A Caruso
Formica Singapore Pte. Ltd
S Kuo, S Neo
Formica Skandinavien AB
M Adamson, H Lindegard, J Whisker, B Vernerson (R)
Formica SP.zo.O.
M Adamson
Formica Taiwan Corporation
S Kuo, S Limboonyaprasert, T Ren
Formica Vertriebs GmbH
M Adamson, J Schuster
Geoff Brown Building Supplies Limited
G Brown, D Edwards, R de Raat (A)
Graeme Joy Building Supplies Limited
G Joy, D Edwards, R de Raat (A)
Gravure et Polissage de Surfaces Metalliques
M Adamson, P Hall, R Lambert
Gray Building Supplies Limited
D Edwards, R de Raat (A), C Gray (A)
Hedges Building Supplies Limited
R Hedges, D Edwards, R de Raat (A)
Homapal Plattenwerk GmbH & Co KG
F Homann, M Adamson
Home&Dry Limited
M Farrell, W Roest
Hooper Building Supplies Limited
D Edwards, R de Raat (A)
Insulation Solutions Holdings Pty Limited
D Le Quesne, V Gulia
John Cockburn Building Supplies Limited
J Cockburn, D Edwards, R de Raat (A)
Ken Jones Building Supplies Limited
K Jones, D Edwards, R de Raat (A)
Kenna Building Supplies Limited
L Kenna, D Edwards, R de Raat (A)
Kevin Jarvis Building Supplies Limited
K Jarvis, D Edwards, R de Raat (A)
KH Consolidated Industries (Canberra) Pty Limited
D Le Quesne, P Zuckerman
Kimura Building Supplies Limited
J Kimura, D Edwards, R de Raat (A)
Laminates Acquisition Co.
M Adamson, W Roest, D Worley
Laminates Holdings Pty Limited
W Roest, D Worley
Laminex (Australia) Pty Ltd
D Worley, W Roest, L Box (A)
Laminex Finance Pty Limited
V Gulia, D Le Quesne
Laminex Group (N.Z.) Limited
D Worley, W Roest
Laminex Group Pty Limited
D Worley, W Roest, L Box (A)
Laminex Inc.
W Roest, D Worley
Laminex Overseas Holdings Pty Limited
D Le Quesne, D Worley, V Gulia
Laminex US Holdings Pty Limited
D Le Quesne, V Gulia
Langford-Lee Building Supplies Limited
M Langford-Lee, D Edwards, R de Raat (A)
Laracy Building Supplies Limited
D Edwards, R de Raat (A)
McDonald Building Supplies Limited
I McDonald, D Edwards, R de Raat (A)
McGill Building Supplies Limited
J McGill, D Edwards, R de Raat (A)
McLaughlan Building Supplies Limited
D Edwards, R de Raat (A)
Meleccio Enterprises Limited
M Binns, W Roest
Mike Mattin Building Supplies Limited
D Edwards, R de Raat (A)
Minnell Building Supplies Limited
D Minnell, D Edwards, R de Raat (A)
Morinda Australia Pty Limited
T Richards
Mount Timber & Hardware Limited
W Roest, D Edwards
NCB (2006) Limited
G Florence, A Lanigan, R Scott, D Edwards
New Zealand Ceiling & Drywall Supplies Limited
D Jones, R de Raat (R)
Nick Letica Building Supplies Limited
N Letica, D Edwards, R de Raat (A)
Nock Building Supplies Limited
M Nock, D Edwards, R de Raat (A)
Pacific Trade & Export Limited
M Binns, W Roest
Perstorp Warerite Limited
M Adamson, P Alderson, P Hall
Peter Flint Building Supplies Limited
D Edwards, R de Raat (A)
PlaceMakers Limited
W Roest, D Edwards
Plaster Warehouse (Wellington) Limited
S Borrell
Powerscape Limited
D Jones, D Thomas
Raoul Holdings Limited
M Binns, W Roest
Read Building Supplies Limited
D Edwards, R de Raat (A), A Read (R)
Rocla Australia Pty Limited
M Binns, D Le Quesne, G West
Rocla Concrete Pipes Pty Limited
M Binns, D Le Quesne
Rocla Drilling Pty Limited
M Binns, D Le Quesne, G West
Rocla Group Superannuation Fund Pty Limited
J Gardiner, W Roest, L Box
Rocla Industries Pty Limited
D Le Quesne, V Gulia
Rocla Masonry Pty Limited
M Binns, D Le Quesne, G West
Rocla Materials Pty Limited
M Binns, G West
Rocla NSW Pty Limited
M Binns, D Le Quesne
Rocla Pty Limited
M Binns, G West, S Baker
Rocla SA Pty Limited
M Binns, D Le Quesne, G West
Rocla Vic Pty Limited
D Le Quesne, V Gulia
Rolleston Building Supplies Limited
R Rolleston, D Edwards, R de Raat (A)
Seabar Holdings (No 16) Limited
M Binns, W Roest
Servicios Formica de Mexico SA DE CV
J Oritz, M Adamson, L Box
Servicios Y Administraciones Apoquindo Limitada
C Eyzaguirre
Shanghai Formica Decorative Material Co., Ltd
J Hug, S Kuo, T Ren, C Wang
Shed Boss NZ Limited
M Farrell, W Roest
Sisalation Pty Limited
C Ellis, D Isaacs, D Haslett (R)
South Auckland Prenail and Truss Company Limited
D Edwards
Southbound Building Supplies Limited
A Rance, D Edwards, R de Raat (A)
Steven Marshall Building Supplies Limited
S Marshall, D Edwards, R de Raat (A)
Stichbury Building Supplies Limited
D Edwards, R de Raat (A), O Lyttelton
Stickland Building Supplies Limited
L Stickland, D Edwards, R de Raat (A)
Stramit (Preston) Pty Limited
D Le Quesne, P Zuckerman
Stramit Corporation Pty Limited
T Richards, P Zuckerman
Stramit Industries (SEA) Pte Limited
W Roest, P Dessent, D Kiew
Stramit Pty Limited
D Le Quesne, P Zuckerman
Sullivan & Armstrong Building Supplies Limited
J Sullivan, D Edwards, R de Raat (A)
Surface Materials Iki Oy
M Adamson, P Alderson, J Kerbs
Tasman Access Floors Pty Limited
D Le Quesne, C Ellis
Tasman Australia Pty Limited
D Le Quesne, V Gulia
Tasman Building Products Pty Limited
D Le Quesne, V Gulia
Tasman Insulation New Zealand Limited
W Roest, C Ellis
Tasman Investments (Netherlands Antilles) N.V.
E Rakers, M Farrell, S Coeriel, W Roest, T Mol (R)
Tasman Sinkware North America, Inc.
C Ellis
Tasman Sinkware Pty Limited
C Ellis, J Bayer, B Walters (R)
TBP Group Pty Limited
D Le Quesne, V Gulia
Ted Harper Building Supplies Limited
E Harper, D Edwards, R de Raat (A)
Tenedora Formica Mexico, S.A. de C.V.
J Oritz, M Adamson, L Box
Terrace Insurances (PCC) Limited
M Eades (£2,500), J Crowder, M Farrell, W Roest,
P Wakefield (R), J McDonald (R)
Terry Mellsop Building Supplies Limited
T Mellsop, D Edwards, R de Raat (A)
The Diller Corporation
W Roest, D Worley
The Fletcher Construction Company
Cook Islands Limited
A Brown, L Gray
The Fletcher Construction Company Limited
M Binns, W Roest
The Fletcher Organisation (Vanuatu) Limited
A Brown, L Gray, Diract Limited, Lotim Limited
The Fletcher Trust and Investment
Company Limited
M Binns, W Roest
The O’Brien Group Limited
W Roest, D Worley
Thomas Street Pty Limited
D Le Quesne, M Binns
Trade Mart Limited
W Roest, D Edwards
Trademates Limited
W Roest, D Edwards
Trevor Cockburn Building Supplies Limited
T Cockburn, D Edwards, R de Raat (A)
Unidur GmbH
M Adamson, J Schuster
Van Der Vossen Building Supplies Limited
D Edwards, R de Raat (A)
Varoy Building Supplies Limited
D Edwards, R de Raat (A)
Ward Building Supplies Limited
R Ward, D Edwards, R de Raat (A)
Waterman Building Supplies Limited
D Edwards, R de Raat (A), M Waterman (R)
Wellington Frame & Truss Limited
D Edwards
Wesfi Limited
D Le Quesne, W Roest, L Box (A), D Worley
Wesfi Manufacturing Pty Limited
W Roest, D Worley, L Box (A)
Winstone Wallboards Limited
W Roest, C Ellis