AGM Information • Jun 8, 2023
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Download Source Fileauthor: Tierney, Sandra
date: 2023-05-29 10:49:00+00:00
CRH plc
(Incorporated in Ireland with registered company number 12965)
(the “Company”)
Resolutions passed at the Extraordinary General Meeting held on 8 June 2023:
Ordinary Resolution: To approve the Scheme of Arrangement
“That, subject to the approval of the Scheme by the requisite majority at the Scheme Meeting, the Scheme (a copy of which has been produced to this meeting and for the purposes of identification signed by the Chairman thereof) in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court, be and is hereby approved and the Directors be and are hereby authorised to take all such action as they consider necessary or appropriate for carrying the Scheme into effect.”
“That, subject to the adoption of Resolutions 1, 3, 4 and 5 in the notice of this meeting, the proposed transfer of the Company’s category of Ordinary Share listing on the Official List of the Financial Conduct Authority and on the Main Market of the London Stock Exchange from a premium listing to a standard listing (the “LSE Listing Change”) be and is hereby approved and the Directors be and are hereby authorised to cause the LSE Listing Change to be effected and to do and/or procure to be done all such acts or things as they may consider necessary or desirable in connection therewith.”
“That, subject to the adoption of Resolutions 1, 2, 4 and 5 in the notice of this meeting, with effect from the Effective Time, the Articles of Association of the Company (which have been produced to this meeting and for the purposes of identification signed by the Chairman thereof) be and are hereby adopted as the new Articles of Association of the Company, in substitution for, and to the exclusion of, the existing Articles of Association of the Company.”
“That, subject to the adoption of Resolution 1, 2, 3 and 5 in the notice of this meeting, with effect from the Effective Time, the Company and/or any of its subsidiaries be and are hereby authorised to make market purchases and/or overseas market purchases (as defined in Section 1072 of the Companies Act 2014) of Ordinary Shares on such terms and conditions and in such manner as the Directors may from time to time determine but subject, however, to the provisions of the Companies Act 2014 and to the following restrictions and provisions:
(a) the maximum aggregate number of Ordinary Shares authorised to be acquired pursuant to the terms of this resolution shall be 40,000,000 Ordinary Shares;
(b) the minimum price (exclusive of taxes and expenses), which may be paid for any Ordinary Share, shall be the nominal value of the Ordinary Share;
(c) the maximum price (exclusive of taxes and expenses), which may be paid for any Ordinary Shares, shall be:
(i) for any Ordinary Share purchased on the New York Stock Exchange the maximum price to be paid shall be an amount equal to 105% of the average closing prices on the New York Stock Exchange for the Ordinary Shares for the five trading days prior to the date of purchase; or
(ii) for any Ordinary Share purchased on any trading venue other than the New York Stock Exchange the maximum price to be paid shall be the higher of:
(A) an amount equal to 105% of the average closing prices of such shares on the London Stock Exchange Daily Official List (determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent) for the five trading days prior to the date of purchase; and
(B) higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.
That, subject to the adoption of Resolutions 1, 2, 3 and 5 in the notice of this meeting, this authority shall be effective from the Effective Time (as defined in the Scheme) and shall expire on the earlier of the date of the Annual General Meeting of the Company held in 2024 or eighteen months after the date of the passing of this resolution unless previously renewed or revoked and provided that 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, subject to the adoption of Resolutions 1, 2, 3 and 5 in the notice of this meeting, this authority revokes and replaces from the Effective Time all existing authorities previously granted to the Company and its subsidiaries but without prejudice to any market purchases and/or overseas market purchases (as defined in Section 1074 of the Companies Act 2014) of Ordinary Shares which have been agreed to or executed prior to such expiry and the Company and/or its subsidiary may complete any such contract as if the authority conferred hereby had not expired.”
“That, subject to the adoption of Resolution 1, 2, 3 and 4 in the notice of this meeting, with effect from the Effective Time, the Company be and is hereby authorised to reissue Treasury Shares (as defined in Section 1078 of the Companies Act) in accordance with Article 8B of the Articles of Association approved by Resolution 3 above and subject to the following restrictions and provisions:
(a) the maximum price at which such Treasury Share may be reissued shall be an amount equal to 120% of the “market price,”;
(b) the minimum price at which a Treasury Share may be reissued shall be the nominal value of the share where such a share is required to satisfy an obligation under an employees’ share scheme operated by the Company or, in all other cases, an amount equal to 95% of the “market price”; and
(c) for the purposes of this resolution, the “market price” shall mean, in the case of (a) above, the higher of the average prices determined by (i) and (ii) below, and in the case of (b) above, the lower of the average share prices determined from (i) and (ii) below:
(i) the average closing prices per Ordinary Share of the Company on the New York Stock Exchange for the five trading days prior to the date of reissue; and
(ii) the average closing prices of such shares on the London Stock Exchange Daily Official List (determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent) for the five trading days prior to the date of re-issue.
That, subject to the adoption of Resolutions 1, 2, 3 and 4 in the notice of this of meeting, this authority shall be effective from the Effective Date (as defined in the Scheme) and shall expire on the earlier of the date of the Annual General Meeting of the Company held in 2024 or eighteen months after the date of the passing of this resolution unless previously varied or renewed in accordance with the provisions of section 109 and/or 1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot Treasury Shares on-market.”
“That, subject to the adoption of Resolutions 1, 2, 3, 4 and 5 in the notice of this of meeting, with effect from the Effective Time, the Company be and is hereby authorised to insert the new Article 4A into the Articles of Association of the Company approved by Resolution 3 above:
“Subject to the provisions of the Act, an Ordinary Share shall be deemed to be a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company and any third party pursuant to which the Company acquires or will acquire Ordinary Shares, or an interest in Ordinary Shares, from such third party. In these circumstances, the acquisition of such Ordinary Shares or an interest in such Ordinary Shares by the Company, save where acquired otherwise than for valuable consideration in accordance with the Act, shall constitute the redemption of a Redeemable Share in accordance with the Act. No resolution, whether special or otherwise, shall be required to be passed to deem any ordinary share a Redeemable Share.”
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