CRH PLC — Regulatory Filings 2012

Mar 30, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A - 16 OR 15D - 16 OF

THE SECURITIES EXCHANGE ACT OF 1934

28 March 2012

Commission File No. 001-32846

____ CRH public limited company

(Translation of registrant's name into English)

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Belgard Castle, Clondalkin,

Dublin 22, Ireland.

(Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports

under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(7):__

Enclosure: CRH plc - Chairman's Letter to Ordinary Shareholding and Notice of Annual General Meeting, Proxy Form and 2011 Final Scrip Dividend Documentation

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager , solicitor , accountant or other independent professional adviser immediately .

If you no longer hold any Ordinary Shares in CRH plc, you should consult the stockbroker , bank or other agent through or by whom the sale or transfer was effected without delay .

27th March 2012

To the holders of Ordinary Shares.

SCRIP DIVIDEND OFFER IN RESPECT OF THE FINAL DIVIDEND OF 44.0 CENT PER SHARE TO BE PAID ON 14th MAY 2012

Dear Shareholder ,

The choice of taking New Shares rather than cash is again being offered to Shareholders in respect of the final dividend of 44. 0 cent per share to be paid on the Ordinary Shares on 14th May 2012 , subject to the approval of the dividend at the Annual General Meeting to be held on 9th May 2012.

The price of one New Share will be €15.40 . Accordingly , your entitlement will be one New Share for every 43.75 Ordinary Shares held where dividend withholding tax applies and for every 35. 0 Ordinary Shares held where the withholding tax does not apply . Details of the calculation of the price of a New Share are set out overleaf under “Basis of Calculation”.

The opportunity to receive New Shares instead of a cash dividend enables Shareholders to increase their shareholding in CRH without incurring dealing costs or stamp duty .

The offer is made under the Terms and Conditions of the Scrip Dividend Scheme , as set out in a booklet which has been sent to all Shareholders . You are advised to consider carefully the Terms and Conditions before making a decision . In particular, your attention is drawn to Section 3 of the booklet which summarises the likely tax consequences . A copy of the booklet can be accessed on the CRH website, www.crh.com . If you require an additional paper copy please contact Capita Registrars (Ireland) Limited at +353 1 8102400.

Full details of the options available and the action to be taken are set out in the enclosed Election and Mandate Form or Notice of Entitlement.

By:___/s./K. McGowan

K. McGowan Chairman

PARTICULARS OF THE SCRIP DIVIDEND OFFER IN RESPECT OF THE FINAL DIVIDEND FOR THE YEAR ENDED 31ST DECEMBER 2011

1. Basis of Calculation

Shareholders on the Register on 9th March 2012, the Record Date, will be entitled to participate in the Scrip Dividend Offer based on their holding of Ordinary Shares at that date.

The entitlement to New Shares has been calculated on the basis of the final dividend of 44.0 cent per Ordinary Share and a value for each New Share of €15.40. In accordance with the Articles of Association, the value of a New Share has been calculated by reference to the average of the middle market quotations for the Ordinary Shares as derived from the Irish Stock Exchange Daily Official List for each of the three business days commencing on 7th March 2012, being the day on which the Ordinary Shares were first quoted ex- dividend*. The entitlement is one New Share for every 43.75 Ordinary Shares held where dividend withholding tax applies and for every 35.0 Ordinary Shares held where the withholding tax does not apply .

Fractions of a New Share will not be allotted. An election to receive New Shares which gives rise to a fractional entitlement will be rounded up to the nearest whole New Share.

The Scrip Dividend Offer is subject to admission, for which application will be made, of the New Shares to (a) the Official Lists of the U.K. Listing Authority and the Irish Stock Exchange and (b) trading on the London Stock Exchange’s market for listed securities and the Main Securities Market of the Irish Stock Exchange. The New Shares will, on issue, rank pari passu in all respects with the existing Ordinary Shares and will be entitled to rank for all subsequent dividends. Such shares may be held in certificated or uncertificated form.

If, in respect of the final dividend, all Shareholders entitled thereto elected to receive New Shares instead of cash, a total of 20,552,792 New Shares would be issued (ignoring any reductions in respect of dividend withholding tax) representing an increase of 2.86% in the Company’s existing issued Ordinary Share Capital (excluding Treasury Shares). If all Shareholders elected to receive cash the amount payable by the Company would be €316,512,999.

1. Mandate Scheme

A Mandate may only be given in respect of all and not part of a shareholding. Once a Mandate is effected, it will apply to all subsequently acquired Ordinary Shares, including future New Shares acquired, until revoked in accordance with the Terms and Conditions.

Completed Election and Mandate Forms must be received by Capita Registrars (Ireland) Limited by 12 noon on 26th April 2012 in order to effect a Mandate in respect of future Scrip Dividend Offers.

Shareholders with a Mandate in place will be notified in writing of each Scrip Dividend Offer and will receive a Notice of Entitlement setting out details of their entitlement to New Shares.

A notice of revocation of a Mandate will take effect from date of receipt by Capita Registrars (Ireland) Limited, save in respect of a particular Scrip Dividend Offer where it is received after the final date for receipt of such for that dividend, in which case it will apply in respect of all subsequent Scrip Dividend Offers. In the case of the 2011 final dividend the latest time and date is 12 noon on 26th April 2012.

1. If you have sold or transferred Ordinary Shares

If you have sold or transferred all or part of your registered holding of Ordinary Shares prior to 7th March 2012 and those shares are nonetheless included in the number of shares stated in Box A on the Election and Mandate Form or Notice of Entitlement you should immediately consult your stockbroker , bank or other agent through or by whom the sale or transfer was effected.

1. Timetable of Events

Ordinary Shares quoted ex-dividend	7th March 2012
Record Date for Dividend	9th March 2012
Despatch of this document with Election and Mandate Forms or Notices of Entitlement	29th March 2012
Latest date for receipt of completed Election and Mandate Forms	26th April 2012
Latest date for receipt of notices of revocation	26th April 2012
Annual General Meeting	9th May 2012
Despatch of dividend warrants in respect of dividends paid on Ordinary Shares	11th May 2012
Despatch of definitive Share Certificates for New Shares	11th May 2012
Dividend payment date	14th May 2012
CREST accounts credited with New Shares	14th May 2012
Dealings expected to commence in the New Shares	14th May 2012

• For reference purposes only , the equivalent price in Sterling would be £12.91.

THIS DOCUMENT IS IMPO R T ANT AND REQUIRES Y OUR IMMEDI A TE A TTENTION. 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 or the European Communities (Markets in Financial Instruments Directive) Regulations 2007 Nos. 1 to 3 (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) immediately.

If you have sold or transferred all of your registered holding of Ordinary Shares in CRH plc, please forward this document and the accompanying Proxy Form 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.

CRH plc

Chairman’s Letter to Ordinary Shareholders and

Notice of Annual General Meeting, Wednesday, 9th May 2012

The Notice of the Annual General Meeting of CRH plc, to be held at the Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin at 11.00 a.m. on Wednesday, 9th May 2012, is set out on pages 4 to 8 of this document.

A Form of Proxy for use in connection with the Resolutions at the Meeting accompanies this document. To be valid, Forms of Proxy must be received by the Company’s Registrar, Capita Registrars (Ireland) Limited, not later than 11.00 a.m. on 7th May 2012. Valid proxy forms can be delivered by post or electronically in accordance with the notes to the Notice of the Meeting and the notes to the Proxy Form.

To the holders of Ordinary Shares and, for information only, to the holders of Preference Shares.

27th March 2012

Dear Shareholder,

You will find set out on pages 4 to 8 of this document the Notice convening the Annual General Meeting of the Company (the "Notice”) to be held at 11.00 a.m. on 9th May 2012.

Amendments to Articles of Association

In addition to the Ordinary Business to be transacted at the Meeting (see Resolutions 1 to 8 in the Notice), your Board proposes amendments to the Articles of Association as set out in Resolutions 9 and 10. An updated copy of the Articles of Association, highlighting the proposed changes, is available on the CRH website, www.crh.com. To access this document, select “AGM” under ”Equity Investors” in the Investors section of the website.

Resolution 9

In November 2011, CRH announced the re-classification of its Ordinary Shares from being primary-listed to being secondary-listed on the Irish Stock Exchange (the “Re- classification”). The Group retained its premium listing on the London Stock Exchange, which it has had since the 1970s, although with effect from 9th November 2011 CRH Ordinary Shares listed in London are traded in Sterling (GB) pence rather than in euro. These changes facilitated the inclusion of CRH in the FTSE 100 and the FTSE All Share indices. Trading continues in euro on the Irish Stock Exchange and CRH continues to be a constituent of the Dow Jones EURO STOXX 50 Index which comprises 50 of the leading blue chip companies in the Eurozone.

The changes represent a logical progression for CRH given the international nature of our business and the fact that the majority of trading in the Group’s shares has been on the London Stock Exchange for some years. I believe the new listing arrangements will increase the Group’s attractiveness to a wider international investor base.

The Company’s Articles of Association need to be updated to reflect the Re-classification and recent changes in Irish company law relating to the purchase of own shares. In

addition, a minor amendment to Article 145 is required.

If approved, the amendments set out in Resolution 9 will:

(i) update Article 8A to enable the Company to purchase its own shares on the London Stock Exchange, which is now a prescribed Stock Exchange for the purpose of

Section 212 of the Companies Act 1990. The Directors do not have any current intention of exercising the power to purchase the Company’s own shares and will only do so if they consider it to be in the best interests of the Company and its shareholders;

(ii) update Article 8B so that the minimum and maximum prices at which Treasury Shares may be re- issued can also be calculated in Sterling (GB) pence by reference to trading on the

London Stock Exchange. Currently, these prices can only be calculated in euro by reference to trading on the Irish Stock Exchange;

(iii) provide the Directors with the flexibility, if they determine that it is appropriate, to set the price for scrip shares, issued in lieu of cash dividends, in Sterling (GB) pence by reference to

trading on the London Stock Exchange. However, as dividends are declared in euro, it is envisaged that the Directors will continue to set the price in euro by reference to trading on the Irish Stock Exchange. The proposed amendment will also provide a standard formula for calculating the price of scrip shares on both Exchanges;

(iv) update Article 145 to reflect the broader requirements to make the Company’s annual report available than is covered by the wording of the existing Article.

Resolution 10

Under Article 91 of the Articles of Association, no person can be appointed as a Director if they have reached age 65 and the office of Director must be vacated on reaching age 68, unless the Directors pass a resolution to waive these requirements. If approved, the amendment set out in Resolution 10 will delete Article 91, thereby removing a restriction that applies solely to a person’s age, and reflect the fact that, in accordance with modern governance practice, all Directors go forward for re-election at each Annual General Meeting.

Recommendation

Your Directors believe that all of the Resolutions to be proposed at the Meeting are in the best interests of the Company and its Shareholders as a whole and, therefore, recommend you

to vote in favour of the Resolutions. Your Directors intend to vote in favour of the Resolutions in respect of their own beneficial holdings of Ordinary Shares, amounting in total, on 9th March 2012, to 614,793 Ordinary Shares, representing approximately 0.09% of the issued Ordinary share capital of your Company.

Yours faithfully,

By:___/s./K. McGowan

K. McGowan

Chairman

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, 9th May 2012 for the following purposes:

1. To consider the Company’s financial statements and the Reports of the Directors and Auditors for the year ended 31st December 2011.

2. To declare a dividend on the Ordinary Shares.

3. To consider the Report on Directors’ Remuneration for the year ended 31st December 2011.

4. To re-elect the following Directors: 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

5. To authorise the Directors to fix the remuneration of the Auditors.

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

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 the 2012 Annual General Meeting shall not exceed an aggregate nominal value of €12,374,000. This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2013 or 8th August 2013.

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 the existing Article 8A of the Articles of Association of the Company or, if passed by shareholders, in accordance with Article 8A as amended by Resolution 9 in the Notice of the 2012 Annual General Meeting, 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 2013 or 8th August 2013.

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 the existing Article 8B of the Articles of Association of the Company or, if passed by shareholders, in accordance with the new Article 8B set out in Resolution 10 in the Notice of the 2012 Annual General Meeting. This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2013 or 8th August

2013.

Special Business

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

That the Articles of Association of the Company be and are hereby amended by:-

(i) deleting Article 8A(e) and replacing it with the following new Article 8A(e):

“(e) the authority conferred by any special resolution referring to this Article shall include authority to make market purchases of Relevant Shares on the London Stock Exchange provided that the maximum price which may be paid for any Relevant Shares so purchased shall be the higher of:

(i) an amount equal to the higher of the last independent trade in the Company’s shares and the highest current independent bid for a Relevant Share on the London Stock Exchange; and

(ii) an amount determined in accordance with sub-paragraph (d) above but deleting from that paragraph the reference to The Irish Stock Exchange Limited and inserting instead reference to the London Stock Exchange and deleting from that paragraph sub-paragraph (iii) thereof and the words appearing after sub-paragraph (iii) and forming the rest of the first sentence of sub-paragraph (d) and inserting instead the following:-

“(iii) if there shall not be any dealing reported for the day, the average of the prices under the heading "Quotation" in respect of that share for the day and if there shall not be any Quotation reported for any particular day then that day shall not count as one of the said five business days for the purposes of determining the maximum price;”

and deleting from the last line thereof the reference to The Irish Stock Exchange Limited and inserting instead reference to the London Stock Exchange.”

(ii) deleting the existing Article 8B and replacing it with the following new Article 8B:

“8B Where the Company has been authorised by a special resolution passed in general meeting to re-issue treasury shares (as defined in Section 209 of the 1990 Act) in accordance with this Article 8B, the maximum and minimum prices at which any treasury shares may be re-issued off-market shall be as follows:-

(a) the maximum price shall be an amount equal to 120% of the Appropriate Price (as defined in paragraph (c)); and

(b) the minimum price shall be:

(i) in the case of an Employee Share Scheme (as defined in paragraph (d) below), an amount equal to the price as provided for in such Employee Share Scheme, or

(ii) in all other cases and circumstances where treasury shares are re-issued off market, an amount equal to 95% of the Appropriate Price (as defined in paragraph (c)); and

(c) “Appropriate Price” means, in the case of paragraph (a) above, the higher of the average share prices determined from (i) or (ii) below and, in the case of paragraph (b) above, the lower of the average share prices determined from (i) or (ii) below;

(i) the average of the five amounts resulting from determining whichever of the following ((A), (B) or (C) specified below) in relation to shares of the class of which such treasury share is to be re-issued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is re-issued, as determined from information published by or under the authority of The Irish Stock Exchange Limited reporting the business done on each of those five business days:-

(A) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

(B) if there shall be only one dealing reported for the day, the price at which such dealing took place; or

(C) if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day;

and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported for any particular day, then that day shall not count as one of the said five business days for the purposes of determining the Appropriate Price; if the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on The Irish Stock Exchange Limited or its equivalent;

(ii) the average share price determined as provided in sub-paragraph (i) above but deleting from that paragraph the reference to The Irish Stock Exchange Limited and inserting instead reference to the London Stock Exchange and deleting from that paragraph sub-paragraph (C) thereof and all of the words appearing thereafter and inserting instead the following:-

“(C) if there shall not be any dealing reported for the day, the average of the prices under the heading "Quotation" in respect of that share for the day;

and if there shall not be any Quotation reported for any particular day then that day shall not count as one of the said five business days for the purposes of determining the Appropriate Price; if the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be 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”;

(d) “Employee Share Scheme” means any scheme or plan which involves the appropriation or issue of Ordinary Shares or the issue of options to acquire Ordinary Shares in the Company and which has been approved by the Company’s shareholders in General Meeting; and

(e) the Directors may resolve to permit the re-issue of treasury shares to be paid for in a currency or currencies other than euro and, in such cases, the payment shall be subject to the conversion rate or rates as may be determined by the Directors in relation thereto.”

(iii) deleting Article 138(b)(ii) and replacing it with the following new Article 138(b)(ii):

“(ii) The basis of allotment shall be determined by the Directors so that, as nearly as may be considered convenient, the value (calculated by reference to the average price) of the additional Ordinary Shares (excluding any fractional entitlement) to be allotted in lieu of any amount of dividend shall equal such amount. For such purpose the "average price" of an Ordinary Share shall be the average of the daily high and daily low share prices as derived from the information published in the Irish Stock Exchange Daily Official List (where the Directors resolve that the issue price of the shares is to be denominated in euro) or the Daily Official List of the London Stock Exchange (where the Directors resolve that the issue price of the shares is to be denominated in Sterling (GB) pence) reporting the business done on each of the first three business days on which the Ordinary Shares are quoted "ex" the relevant dividend.”

(iv) deleting the words “at the same time be forwarded to the appropriate officer of the Stock Exchange” in Article 145 and inserting in their place the words “be made available as required by law and the rules of the stock exchanges on which the Company is listed”.

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

That the Articles of Association of the Company be and are hereby amended by deleting the existing Article 91 and renumbering the Articles of Association and all cross references therein to reflect this amendment.

For the Board, N. Colgan, Company Secretary,

42 Fitzwilliam Square, Dublin 2. 27th March 2012

Notes

(1) The final dividend, if approved, will be paid on the Ordinary Shares on 14th May 2012.

(2) Resolution 3 is an advisory resolution and is not binding on the Company.

(3) In accordance with the provisions of the 2010 U.K. Corporate Governance Code, all Directors, with the exception of Mr. K. McGowan who is retiring and is not seeking re-election, retire and offer themselves for re-election. Biographical details for each Director are set out on pages 24, 25 and 38 in the 2011 Annual Report.

(4) 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.

(5) 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 Unit 5, Manor Street Business Park, Manor Street, Dublin 7 (if delivered by hand), not later than 11.00 a.m. on Monday, 7th May 2012. Shareholders who wish to submit proxies by electronic means may do so 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 1 810 2400).

(6) 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, 7th May 2012. 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.

(7) 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.

(8) 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, 7th May 2012 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.

(9) 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 2012 Annual General Meeting, the latest date for submission of such requests/resolutions will be 28th March 2012. Further information in relation to shareholders’ rights can be obtained from the CRH website, www.crh.com.

(10) Shareholders entitled to attend the Annual General Meeting have the right to ask questions relating to items on the agenda.

(11) 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.

(12) A copy of this Notice, an updated copy of the Articles of Association, highlighting the proposed changes outlined in Resolutions 9 and 10, details of the total number of shares and voting rights at the date of this Notice, and copies of documentation relating to the 2012 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.

THIS DOCUMENT WHICH IS PERSONAL TO THE SHAREHOLDER(S) NAMED BELOW AND WHICH IS NOT TRANSFERABLE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION . If you are in any doubt as to the action you should take , you should consult your stockbroker , bank manager, solicitor , accountant or other professional adviser immediately . If you have sold or transferred all or part of your registered holding of Ordinary Shares prior to 7th March 2012 and those Shares are nonetheless included in the number of shares stated in Box A , you should consult your stockbroker , bank or other agent through or by whom the sale or transfer was effected immediately .

CRH PLC

Registered in Dublin No. 12965. Registered Office: 42 Fitzwilliam Square, Dublin 2.

2011 FINAL DIVIDEND - SCRIP DIVIDEND OFFER

Election and Mandate F o r m or Notice of Entitlement (see notes below)

Box A Registered holding of Ordinary Shares on 9th March 2012 Box B Net cash dividend entitlement * € Box C Maximum number of New Shares to which you are entitled Box D Number of New Shares which you wish to receive if less than your maximum entitlement shown in Box C Box E Mark with an “X” to effect a mandate in respect of future dividends

*Net cash dividend entitlement is shown after the deduction of Dividend Withholding Tax, where applicable.

The Chairman's Letter dated 27th March 2012 (the "Circular") and the Terms and Conditions booklet should be carefully considered before any action is taken. Certain words and expressions defined in the Terms and Conditions bear the same meanings when used in this Election and Mandate Form or Notice of Entitlement, unless the context otherwise requires .

HOW TO DEAL WITH THIS FORM

1 If the words “Already Mandated” are printed across Boxes D and E above , a Mandate to take New Shares instead of cash is already in place , this is a Notice of Entitlement and your options are:

(i) T o receive y our maxi m um entitlement to N e w Shares in respect of the final dividend: take no action;

or

(ii) T o receive y our dividend in cash: you must revoke the existing mandate in writing. (All joint holders must sign.)

2 If the words “Already Mandated” are not printed across Boxes D and E above , this is an Election and Mandate Form and your options are:

(i) T o receive y our maxi m um entitlement to N e w Shares instead of cash f or the final dividend: sign and date this Form;

or

(ii) T o receive y our maxi m um entitlement to N e w Shares in respect of the final dividend and under a n y future Scrip Dividend Of f er: place an “X” in Box E, sign and date this Form;

or

(iii) T o receive a combination of N e w Shares and cash in respect of the final dividend: insert in Box D the number of New Shares you wish to receive (which must be less than the number shown in Box C), sign and date this Form. The final dividend will be paid in cash in respect of the Ordinary Shares on which no election is made;

or

(iv) T o receive y our total final dividend in cash: take no action. Do not return this Form. The final dividend will be paid in the usual way .

If you elect to receive New Shares in accordance with 2(i) , (ii) or (iii) or if you wish to revoke your Mandate in accordance with 1(ii) , your completed Form or your notice of revocation, as the case may be , should be sent to Capita Registrars (Ireland) Limited , in the prepaid envelope provided , so as to arrive no later than 1 2 noo n o n 26t h Apri l 2012.

To: The Directors of CRH plc

I/We , being the holder(s) , at the close of business on 9th March 2012 , of the number of Ordinary Shares in the Company set out in Box A above , hereby give notice that , in lieu of payment in cash in respect of the final dividend for the year ended 31st December 2011 , I/we irrevocably elect to receive an allotment of the number of New Shares shown in Box C above or , if less , the number of New Shares shown in Box D above credited as fully paid on the terms and conditions of the Scrip Dividend Offer , as set out in the Circular, the Terms and Conditions and the Memorandum and Articles of Association of the Company as from time to time varied.

If so indicated in Box E above , I/we wish my/our election to apply in respect of my/our entire holding of Ordinary Shares on the appropriate Record Date(s) , for and on the same terms as any Scrip Dividend Offers made to other Shareholders until revoked by me/us . Completion of the Mandate by marking Box E automatically replaces any other election.

I/We acknowledge that the Company reserves the right to treat any election not strictly complying with the terms and conditions of the Scrip Dividend Offer as nevertheless valid.

I/We request and authorise the Company to procure my/our name(s) be placed on the Register of Members of the Company as holder(s) of the New Shares and to send to me/us a definitive certificate in respect of the said New Shares for which this application is accepted , by post at my/our risk to the address given above (unless I/we direct otherwise) or, if my/our shares are held in uncertificated form to credit my/our CREST account with the New Shares .

I/We represent and warrant that I am/we are not , and that I am/we are not applying on behalf of , a Non-eligible Shareholder , and am/are not applying with a view to the re-offer, re-sale , transfer or delivery of any of the New Shares which are the subject of this election , directly or indirectly , to or for the benefit of any Non-eligible Shareholder .

Sign here ONLY if you are the person(s) named above .
(1) Signature: ................................................................................................	(2) Signature: ................................................................................................
(3) Signature: ................................................................................................	(4) Signature: ................................................................................................
Dated:	Daytime Tel. No ......................................................................................... (in case of queries)
Notes: 1. All joint holders must sign. 2. A corporation should affix its common seal or sign under the hand of a duly authorised official who should state his/her capacity . 3. If this Election and Mandate Form is signed under a power of attorney , such power of attorney or a duly certified copy thereof must accompany this Form.

All enquiries regarding this Form should be addressed to Capita Registrars (Ireland) Limited , P . O . Box 7117 , Dublin 2 . Tel . +353 1 8102400 , Fax +353 1 8102422 . Completed Forms should be sent by post (in the prepaid envelope provided) to the same address or delivered by hand to Unit 5 , Manor Street Business Park , Manor Street , Dublin 7 , Ireland.

CRH plc Form of P r oxy for the Annual General Meeting to be held on 9th May 2012

Please indicate with an “X” in the boxes below how you wish your votes to be cast.

Resolutions to be voted on are set out in detail in the Notice of the Meeting.
Vote For Against Withheld See Note 3 1. Consideration of financial statements and Reports of Directors and Auditors [ ] [ ] [ ] 2. Declaration of a dividend [ ] [ ] [ ] 3. Consideration of Report on Directors’ Remuneration [ ] [ ] [ ] 4. Re-election of Directors: (a) E.J. Bärtschi [ ] [ ] [ ] (b) M.C. Carton [ ] [ ] [ ] (c) W.P. Egan [ ] [ ] [ ] (d) U-H. Felcht [ ] [ ] [ ] (e) N. Hartery [ ] [ ] [ ] (f) J.M. de Jong [ ] [ ] [ ] (g) J.W . Kennedy [ ] [ ] [ ] (h) M. Lee [ ] [ ] [ ] (i) H.A. McSharry [ ] [ ] [ ] (j) A. Manifold [ ] [ ] [ ] (k) D.N. O'Connor [ ] [ ] [ ] (l) M.S. Towe [ ] [ ] [ ] 5. Remuneration of Auditors [ ] [ ] [ ] 6. Disapplication of pre-emption rights [ ] [ ] [ ] 7. Authority to purchase own Ordinary Shares [ ] [ ] [ ] 8. Authority to re-issue Treasury Shares [ ] [ ] [ ] 9 . Amendments to Articles of Association (1) [ ] [ ] [ ] 10 . Amendments to Articles of Association (2) [ ] [ ] [ ] *See Shareholder Circular dated 27th March 2012 for explanation of changes to the Articles of Association proposed in resolutions 9 and 10.
Notes on completing proxy form: 1 . If it is desired to appoint another person as proxy the words “the duly appointed Chairman Capita Registrars (Ireland) Limited , at P.O . Box 7117 , Dublin 2 (if delivered by post) or at of the Meeting” should be deleted and the name of the proxy, who need not be a Unit 5 , Manor Street Business Park , Manor Street , Dublin 7 (if delivered by hand) not Shareholder of the Company , inserted instead . A Shareholder may appoint one or more later than 11.0 0 a.m . on 7th May 2012 . A proxy may also be appointed electronically as proxies . If you would like to appoint more than one proxy , please contact the Company’s explained above. Registrars , Capita Registrars (Ireland) Limited , to receive an additional proxy form. 5 . If a proxy is not to have the authority to vote all shares registered in the name of the 2 . Details in relation to Directors retiring at the 2012 Annual General Meeting and seeking Shareholder , the Shareholder should specify the number of shares which may be voted re-election are set out in the Chairman's Statement and in the Directors' Report in the by the proxy , where indicated above . Where the number of shares is not inserted , a 2011 Annual Report . This Report and other documentation relating to the 2012 Annual proxy will be deemed to have authority to vote all of the shares registered in the General Meeting (including the Notice of the Annual General Meeting) are available on Shareholder's name. the CRH website , www.crh.com. 6 . CREST members wishing to appoint a proxy electronically should refer to the notes to 3 . Please indicate how you wish your proxy to vote by placing an “x” in the appropriate box . the Notice of the Annual General Meeting. A proxy is required to vote in accordance with any instructions given to him/her . The Vote 7 . Where the appointer is a body corporate this form must be under seal or under the Withheld option is provided to enable you to abstain on any particular resolution . It hand of a duly authorised officer or attorney . should be noted , however , that it is not a vote in law and will not be counted in the 8 . In joint accounts the names of all joint holders should be stated . However , the vote of calculation of the proportion of the votes for and against the resolution . Unless otherwise the senior shall be accepted to the exclusion of the votes of the other registered holders directed, and in respect of any other resolutions moved during the Meeting , the proxy will of the shares and for this purpose seniority shall be determined by the order in which vote as he/she thinks fit or abstain from voting. the names stand in the Register of Members. 4 . This form of proxy together with the power of attorney or other authority, if any , under 9 . The return of a proxy form will not preclude any member from attending the Meeting, which it is signed or a certified copy thereof must be received by the Company's Registrars, speaking , asking questions and voting in person should he/she wish to do so.

CRH plc Annual General Meeting 2012 Holder Ref:

Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin,

9th May 2012 at 11.00 a.m.

Attendance Form Ordinary Shareholders

Please do not post this section of the form but present it personally to gain admittance to the meeting

Signature:

..........................................................................................

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CRH public limited company

(Registrant )

Date 28 March, 2012

By:/s/Maeve Carton

M. Carton

Finance Director