CRH PLC — AGM Information 2013

Mar 28, 2013

NOTICE OF MEETING

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. on Wednesday, 8 May 2013 for the following purposes:

• 1. To consider the Company's financial statements and the Reports of the Directors and Auditors for the year ended 31 December 2012.
• 1. To declare a dividend on the Ordinary Shares1.
• 1. To consider the Report on Directors' Remuneration for the year ended 31 December 20122.
• 1. To re-elect the following Directors3:
• Mr. E.J. Bärtschi Ms. M.C. Carton Mr. W.P. Egan Mr. U-H. Felcht Mr. N. Hartery Mr. J.M. de Jong Mr. J.W. Kennedy Mr. M. Lee Ms. H.A. McSharry Mr. A. Manifold Mr. D.N. O'Connor Mr. M.S. Towe
• 1. To authorise the Directors to fix the remuneration of the Auditors4.
• 1. To consider and, if thought fit, to pass as a Special Resolution5:

That, in accordance with the powers, provisions and limitations of Article 11(e) of the Articles of Association of the Company, the Directors be and they are hereby empowered to allot equity securities for cash provided that the sum of the nominal value of all allotments made pursuant to this authority in accordance with sub-paragraph (iii) of Article 11(e) and all Treasury Shares (as defined in Section 209 of the Companies Act, 1990) re-issued pursuant to Resolution 8 in the Notice of this meeting shall not exceed an aggregate nominal value of €12,474,000. This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2014 or 7 August 2014.

1. To consider and, if thought fit, to pass as a Special Resolution:

That the Company be and is hereby authorised to purchase Ordinary Shares on the market (as defined in Section 212 of the Companies Act, 1990), in the manner 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 2014 or 7 August 2014.

1. To consider and, if thought fit, to pass as a Special Resolution:

That the Company be and is hereby authorised to re-issue Treasury Shares (as defined in Section 209 of the Companies Act, 1990), 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 2014 or 7 August 2014.

For the Board, N. Colgan, Company Secretary, 42 Fitzwilliam Square, Dublin 2. 25 March 2013

Notes

• (1) The final dividend, if approved, will be paid on the Ordinary Shares on 13 May 2013 to persons who were registered as shareholders at the close of business on 8 March 2013.
• (2) Resolution 3 is an advisory resolution and is not binding on the Company.
• (3) In accordance with the provisions of the U.K. Corporate Governance Code, all Directors retire and offer themselves for re-election. Biographical details for each Director are set out on pages 11, 36 and 37 in the 2012 Annual Report.
• (4) Resolution 5 authorises the Directors to fix the remuneration of the Auditors. Section 162(2) of the Companies Act, 1963 provides that the auditor of an Irish company shall be automatically re-appointed at a company's annual general meeting unless the auditor has given notice in writing of his unwillingness to be re-appointed or a resolution has been passed at that meeting appointing someone else or providing expressly that the incumbent auditor shall not be re-appointed. The Auditors, Ernst & Young, Chartered Accountants, are willing to continue in office and, accordingly, will be automatically re-appointed at the conclusion of the 2013 Annual General Meeting.
• (5) Resolution 6 proposes to renew the Directors' authority to dis-apply statutory pre-emption rights in relation to allotments of shares up to a maximum of 5% of the issued Ordinary/Income share capital of the Company at 25 February 2013. This limit is in accordance with generally accepted best practice. The Directors intend to follow the Pre-Emption Group's Statement of Principles in that allotments of shares for cash and the re-issue of Treasury Shares on a non pre-emptive basis, other than for rights issues to ordinary shareholders and employee share schemes, will not exceed 7.5% of the issued Ordinary/Income share capital within a rolling three year period without prior consultation with shareholders.
• (6) Any member entitled to attend, speak, ask questions and vote at this Meeting may exercise his or her right to vote by appointing one or more proxies. A member may appoint the Chairman or another person, who need not be a member(s) of the Company, as a proxy, by electronic means or in writing, to vote some or all of their shares. A proxy form is enclosed. Appointment of a proxy does not preclude a member from attending, speaking and asking questions at the meeting should they subsequently wish to do so.
• (7) 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, Capita Registrars (Ireland) Limited ("Capita Registrars"), to P.O. Box 7117, Dublin 2 (if delivered by post) or to 2 Grand Canal Square, Dublin 2 (if delivered by hand), not later than 11.00 a.m. on Monday, 6 May 2013. Shareholders who wish to submit proxies by electronic means may do so up to the same deadline by accessing the Registrars' website, www.capitaregistrars.ie and selecting "Shareholder Portal". Shareholders who do not receive a proxy form by post, or who wish to be sent paper copies of documents relating to the meeting, should contact Capita Registrars (Tel. +353 1 553 0050).
• (8) CREST members may appoint one or more proxies through the CREST electronic proxy appointment service in accordance with the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Further information on CREST procedures and requirements is contained in the CREST Manual. The message appointing a proxy(ies) must be received by the Registrar (ID 7RA08) not later than 11.00 a.m. on Monday, 6 May 2013. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996.
• (9) ADR holders wishing to attend the meeting must obtain a proxy form from The Bank of New York Mellon (BNY), which will enable them to attend and vote on the business to be transacted. ADR holders may instruct BNY as to the way in which the shares represented by their ADRs should be voted by completing and returning the voting card provided by BNY in accordance with the instructions given.
• (10) Pursuant to Section 134A of the Companies Act, 1963 and Regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996, the Company hereby specifies that only those shareholders registered in the Register of Members of the Company as at 6.00 p.m. on Monday, 6 May 2013 shall be entitled to attend, speak, ask questions and vote at the Annual General Meeting in respect of the number of shares registered in their name at that time.
• (11) Pursuant to Section 133B(1)(a) of the Companies Act, 1963 and subject to any contrary provision in company law, shareholders, holding at least 3% of the Company's issued share capital, or at least 3% of the voting rights, have the right to put an item on the agenda, or table a draft resolution for an item on the agenda, of a general meeting. In the case of the 2013 Annual General Meeting, the latest date for submission of such requests/resolutions will be 27 March 2013. Further information in relation to shareholders' rights can be obtained from the CRH website, www.crh.com.
• (12) Shareholders entitled to attend the Annual General Meeting have the right to ask questions relating to items on the agenda.
• (13) Pursuant to Section 138 of the Companies Act, 1963, where a poll is taken at the Annual General Meeting, a shareholder, present in person or by proxy, holding more than one share need not cast all his/her votes in the same way.
• (14) A copy of this Notice and copies of documentation relating to the 2013 Annual General Meeting, including proxy forms, are available on the CRH website, www.crh.com. To access these documents, select AGM under "Equity Investors" in the Investors section of the website.