ATTENDANCE CARD
CRH plc Extraordinary General Meeting 2023 Please detach and bring this card with you if you attend the General Meeting
Attendance Form Ordinary Shareholders
Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin, A96 K063, Ireland, Thursday, 8 June 2023 at 10.15 a.m. (Irish time). Please do not post this section of the form but present it personally to gain admittance to the meeting
CRH plc Form of Proxy for Extraordinary General Meeting (EGM) to be held on 8 June 2023 |
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I/We the undersigned being an Ordinary Shareholder(s) of the Company HEREBY APPOINT the chairman of the meeting with full power of substitution (see note 2) |
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as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at 10.15 a.m. (Irish time) on 8 June 2023 and at any adjournment thereof. I/We direct my/our proxy to vote on the resolutions set out in the EGM Notice as instructed and in respect of other resolutions that may arise at the meeting as the proxy thinks fit (see note 4). This proxy may be exercised in respect of all/______ (see note 6) shares registered in my/our name(s). |
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Resolutions to be voted on are set out in detail in the EGM Notice and Circular to Shareholders. |
Please indicate with an "X" in the boxes provided how you wish your votes to be cast. (See notes overleaf) |
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Against For |
Withheld See note 4 Vote |
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| 1. To approve the Scheme of Arrangement |
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XXX |
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| 2. To approve the LSE Listing Change |
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XXX |
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| 3. To adopt new Articles of Association of the Company |
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XXX |
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| 4. To authorise the Company to make Market Purchases and Overseas Market Purchases of Ordinary Shares |
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| 5. To authorise the Company to reissue Treasury Shares |
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XXX XXX |
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| 6. To adopt new Article 4A |
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XXX |
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Shareholders holding shares in certificated form wishing to appoint a proxy by electronic means may do so any time up to 10.15 a.m. (Irish time) on Tuesday, 6 June 2023 by accessing the Registrar's website, https://www.signalshares.com, and entering CRH plc in the company name field and following the instructions on the website. |
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| Details on how Shareholders holding shares in uncertificated form can vote electronically at the EGM are set out in the EGM Notice. |
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Details on how Shareholders holding shares in uncertificated form can vote electronically at the EGM are set out in the EGM Notice.
Black&Callow c120288
Notes on completing proxy form:
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- A copy of the Shareholder Circular, which contains the EGM Notice, is available on the CRH website, https://www.crh.com/ investors/shareholder-centre/egm, together with a copy of the Articles of Association showing the proposed changes. The terms "Scheme of Arrangement" and "LSE Listing Change" used in this proxy form have the same meaning as in the Shareholder Circular.
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- If it is desired to appoint another person as proxy, the words "the chairman of the meeting" should be deleted and the name of the proxy, who need not be a Shareholder of the Company, inserted instead. A Shareholder may appoint one or more proxies. If you would like to appoint more than one proxy, please contact the Company's Registrars, Link Registrars Limited (Tel +353 1 553 0050), to receive an additional Proxy Form. Please note that proxies may be asked to present identification.
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- The return of a Proxy Form will not preclude any registered Shareholder from attending the meeting, speaking, asking questions and voting in person should he/she wish to do so.
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- Please indicate how you wish your proxy to vote by placing an "X" in the appropriate box. A proxy is required to vote in accordance with any instructions given to him/her. The Vote Withheld option is provided to enable you to abstain on any particular resolution. It should be noted, however, that it is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against the resolution. Unless otherwise directed, and in respect of any other resolutions proposed during the meeting, the proxy will vote as he/she thinks fit or abstain from voting.
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- This Proxy Form must be delivered in writing, together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof to the Company's Registrar, by post to PO Box 7117, Dublin 2, Ireland or by hand during normal business hours to Link Registrars Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland not later than 10.15 a.m. on 6 June 2023. A proxy may also be appointed by shareholders electronically as explained overleaf.
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- If a proxy is not to have the authority to vote all shares registered in the name of the Shareholder, the Shareholder should specify the number of shares which may be voted by the proxy, where indicated overleaf. Where the number of shares is not inserted, a proxy will be deemed to have authority to vote all of the shares registered in the Shareholder's name.
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- Where the appointer is a body corporate this form must be under seal or signed by a duly authorised officer or attorney of the body corporate.
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- Where there are joint holders, the vote of the senior shall be accepted to the exclusion of the votes of the other registered holders of the shares and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.
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- Should registered Shareholders (or their duly appointed proxies) attend in person, they may not use cameras, smart phones or other audio, video or electronic recording devices, unless expressly authorised by the chairman of the meeting.
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- Only those members registered in the Register of Members of the Company at 7.00 p.m. (Irish time) on 4 June 2023 or if the EGM is adjourned, at the close of business 4 days before the time appointed for the adjourned meeting shall be entitled to attend, speak, ask questions and in respect of the number of shares registered in their name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the register after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meeting or any adjournment thereof.