AGM Information • Mar 21, 2023
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser (being, in the case of shareholders in Ireland, an organisation or firm authorised or exempted pursuant to the Investment Intermediaries Act, 1995 (as amended) or the European Communities (Markets in Financial Instruments Directive) Regulations 2017 (as amended) and, in the case of shareholders in the United Kingdom, an adviser authorised pursuant to the UK Financial Services and Markets Act 2000 (as amended)) immediately.
If you have sold or transferred all of your registered holding of Ordinary Shares in CRH plc, please forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected, for delivery to the purchaser or transferee.

plc
Notice of Annual General Meeting, Thursday, 27 April 2023
A Form of Proxy for certificated shareholders for the 2023 Annual General Meeting accompanies this document. To be valid, all proxy instructions (whether submitted directly by way of a completed Form of Proxy or electronically via www.signalshares.com in the case of holders of Ordinary Shares in certificated (i.e. paper) form, or through the Euroclear System (in the case of Euroclear Bank participants), or through CREST (in the case of holders of CREST Depositary Interests ('CDIs')) must be submitted as soon as possible so as to reach the Company's Registrar, Link Registrars Limited, no later than 11.00 a.m. (Irish time) on Tuesday, 25 April 2023.
Persons holding interests in Ordinary Shares through the Euroclear System or CREST (via a holding in CDIs), will also need to comply with any additional voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

Dear Shareholder,
You will find set out on pages 3 to 7 of this document the Notice convening the Annual General Meeting of the Company (the "Meeting") to be held at the Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin at 11.00 a.m. on Thursday, 27 April 2023.
The business to be transacted at the Meeting is set out in Resolutions 1 to 10 in the Notice of Meeting, details of which are set out below and in the Directors' Report on pages 134 to 138 of the 2022 Annual Report and Form 20-F (the "Annual Report") and in the notes accompanying the Notice of Meeting.
The names of the Directors seeking re-election at the Annual General Meeting are set out in resolution 4 on page 3. The biographies of the Directors as at 1 March 2023, the date on which the Annual Report was approved, are set out on pages 82 to 84 of the Annual Report, which also includes a summary of competencies that are important to the long-term success of the Group on page 100.
Ms. C. Verchere was appointed to the Board on 20 March 2023 and is seeking re-election at the Meeting. Ms. Verchere, a dual British and United States citizen, is Chief Executive Officer of OMV Petrom S.A. (OMVP), a position she has held since 2018. OMVP is the largest integrated energy company in Southern and Eastern Europe and is active across the energy value chain from oil and gas production to power generation and supply. Prior to joining OMVP, Ms. Verchere spent over 20 years working with BP plc, a leading multinational oil and gas company, where she held a variety of senior leadership positions in the UK, the US, Canada and Indonesia, including Regional President, Asia Pacific and Regional President, Canada. Ms. Verchere holds a Master's Degree in Economics Science from the University of Aberdeen, Scotland.
We consider the current size and composition of the Board to be within a range which is appropriate. The spread of nationalities of the Directors reflects the geographical reach of the Group and we consider that the Board as a whole has the appropriate blend of skills, knowledge and experience, from a wide range of industries, regions and diverse backgrounds, necessary to lead the Group.


I have evaluated the performance of each Director over the past year and am satisfied that each is committed to their role, provides constructive challenge and devotes sufficient time and energy to contribute effectively to the performance of the Board. I, therefore, recommend that Shareholders vote in favour of the re-appointment of each Director seeking re-election.
The Meeting will take place at the Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin at 11.00 a.m. (Irish time) on Thursday, 27 April 2023, and shareholders have the right to attend, speak and ask questions at the Meeting.
Shareholders who cannot attend in person are encouraged to appoint a proxy to attend and vote on their behalf. Such shareholders can also submit questions in writing in advance of the Meeting, to be received at least two business days before the meeting by post to the Company Secretary, CRH plc, 42 Fitzwilliam Square, Dublin 2, Ireland or by email to [email protected]. Further details on how to submit proxies and ask questions in advance of the Meeting are included in the notes accompanying the Notice of Meeting on pages 5 to 7. Please check the Company's website in advance of the Meeting in case there are any changes made to the arrangements for the Meeting.
CRH plc offers shareholders the facility to receive email notifications and alerts when certain documents, such as the Annual Report and Meeting Notices, are available electronically. Registering for this facility is very straight forward and can be done through the Registrar's website, www.signalshares.com, by selecting CRH plc and following the online instructions. The benefit of registering for electronic communications is that shareholders receive notice of important information / documentation as soon as it is available and avoid any risk associated with potential postal delays. It also helps the environment by reducing the amount of paper used to communicate with shareholders and reduces the associated printing, mailing and distributions costs of the Company.
The Board of Directors believes that the Resolutions to be proposed at the Meeting are in the best interests of the Company and its Shareholders as a whole and, therefore, unanimously recommends that you vote in favour of each of the Resolutions, as they intend to do so themselves in respect of all of the 224,107 Shares (representing approximately 0.03% of the issued ordinary share capital of the Company on 21 March 2023) held or beneficially owned by them.
Yours faithfully,
R. Boucher Chairman

The Annual General Meeting of CRH plc will be held at the Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin at 11.00 a.m. (Irish time) on Thursday, 27 April 2023 for the following purposes:
Mr. R. Boucher Ms. C. Dowling Mr. R. Fearon Mr. J. Karlström Mr. S. Kelly Mr. B. Khan Mr. L. McKay Mr. A. Manifold Mr. J. Mintern Ms. G.L. Platt Ms. M.K. Rhinehart Ms. S. Talbot Ms. C. Verchere
That, in accordance with the powers, provisions and limitations of Article 11(d) of the Articles of Association of the Company, the Directors be and they are hereby authorised to allot relevant securities (within the meaning of Section 1021 of the Companies Act 2014):
This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2024 or 26 July 2024.

That the Directors be and they are hereby empowered to allot equity securities (within the meaning of Section 1023 of the Companies Act 2014) for cash provided that this authority may only be used for:
This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2024 or 26 July 2024 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry date and the Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired.
That the Company and/or any of its subsidiaries be and is hereby authorised to make market purchases and overseas market purchases (as defined in Section 1072 of the Companies Act 2014) of Ordinary Shares, at the prices provided for in Article 8A of the Articles of Association of the Company up to a maximum of 10% of the Ordinary Shares in issue at the date of the passing of this Resolution. This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2024 or 26 July 2024. The Company or any subsidiary may, before such expiry, make an offer or agreement which would or might be wholly executed after such expiry and may complete any such contract as if the authority conferred hereby had not expired.
That the Company be and is hereby authorised to reissue Treasury Shares (as defined in Section 1078 of the Companies Act 2014), in the manner provided for in Article 8B of the Articles of Association of the Company. This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2024 or 26 July 2024.
For the Board, N. Colgan Company Secretary 42 Fitzwilliam Square, Dublin 2 21 March 2023

In November 2022, the Pre-Emption Group published a revised Statement of Principles (the "PEG Principles"), which increased the guideline threshold for the annual disapplication of pre-emption rights authorities from 10% to 20% of a company's issued share capital, with some additional flexibility for follow-on offers of up to a maximum of an additional 4% of a company's issued share capital in specified circumstances. However, the Board has decided to seek authority under Resolution 8 for the disapplication of pre-emption rights only up to a maximum of 10% of the Company's issued share capital on an unrestricted basis in 2023, and will keep this under review in future years. Resolution 8 reflects the PEG Principles and related templates, and is in line with the authorities received by the Company in prior years. If the Company issues shares non-pre-emptively for cash, it will follow the shareholder protections in Part 2B of the PEG Principles. The 10% limit in paragraph (a) of Resolution 8 includes any Treasury Shares reissued by the Company while the authority in Resolution 8 remains operable.
The information set out in the Notice of Meeting in respect of voting procedures for persons who hold their interests in the Shares of the Company as Belgian law rights through the EB System or as CDIs is for guidance only and such persons should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxies and voting instructions for the Meeting through the respective systems. For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian. 5

Shareholders whose names appear on the Register of Members of the Company (i.e. those Shareholders who hold their Shares in certificated form and who therefore do not hold their interests in Shares through the EB System or as CDIs through CREST) may appoint a proxy by completing the enclosed Form of Proxy. To be valid, Proxy Forms must be delivered in writing, together with any power of attorney or other authority under which it is signed or a certified copy thereof, to the Company's Registrar, Link Registrars, (the "Registrars"), to PO Box 7117, Dublin 2, Ireland (if delivered by post) or Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland, (if delivered by hand during normal business hours), not later than 11.00 a.m. (Irish time) on Tuesday, 25 April 2023.
Shareholders who wish to submit proxies by electronic means may do so up to the same deadline (i.e. not later than 11.00 a.m. (Irish time) on Tuesday, 25 April 2023) by accessing the Registrars' website, www.signalshares.com and entering CRH plc in the company name field. Shareholders who have any queries in relation to the proxy appointment process, do not receive a Proxy Form by post, or who wish to be sent paper copies of documents relating to the Meeting, should contact the Registrars (Tel. +353 1 553 0050).
The Registrars have also recently launched a new shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.
| Apple App Store | GooglePlay |
|---|---|
Persons who hold their interests in the Company's Shares through a participant account in the EB System ("EB Participants") can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank in January 2023 and entitled "Euroclear Bank as issuer CSD for Irish corporate securities" (the "Euroclear Bank Service Description"). EB Participants can either send:
Euroclear Bank will, wherever practical, aim to have a voting instruction deadline of one (1) hour prior to the Company's proxy appointment deadline, which, in the case of the Meeting, would be a deadline of 10.00 am (Irish time) on Tuesday, 25 April 2023.
Voting instructions cannot be changed or cancelled after Euroclear Bank's voting deadline. There is no facility to offer a letter of representation other than through the submission of third party proxy appointment instructions.
EB Participants are strongly encouraged to familiarise themselves with the arrangements with Euroclear Bank, including the voting deadlines and procedures.
For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.
Further Information for the holders of CDIs ("CDI Holders")
Euroclear UK & International Limited ("EUI"), the operator of CREST, has arranged for voting instructions relating to the CDIs held in CREST to be received via a third‐party service provider, Broadridge. Further details on this service are set out on the "All you need to

know about SRD II" in Euroclear UK & International webpage (see section CREST International Service – Proxy voting).
If you hold CDIs and wish to submit electronic voting instructions or proxy appointment instructions you must use the Broadridge Global Proxy Voting service. To avail of the voting service, you will need to complete the Meetings and Voting Client Set-up Form (CRT408) prescribed by Broadridge. Completed application forms should be returned to EUI (signed by an authorised signatory with another relevant authorised signatory copied for verification purposes) to the following email address: [email protected]. Fully completed application forms will be shared by EUI with Broadridge. This will enable Broadridge to contact you and share further detailed information on the service offering and initiate the process for granting your access to the Broadridge platform. Broadridge will set a voting deadline by which time electronic voting instructions or proxy appointment instructions must be received by it for use at the Annual General Meeting. Broadridge's voting deadline will be earlier than Euroclear Bank's voting instruction deadline. Voting instructions cannot be changed or cancelled after Broadridge's voting deadline. There is no facility to offer a letter of representation/ appoint a corporate representative other than through the submission of third‐party proxy appointment instructions through Broadridge.
CDI holders are strongly encouraged to familiarise themselves with the arrangements with Broadridge, including the voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge in order that they may avail of this voting service.
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