CRH PLC — Proxy Solicitation & Information Statement 2016

Mar 17, 2016

Please indicate with an "X" in the boxes below how you wish your votes to be cast. (See notes overleaf)

Resolutions to be voted on are set out in detail in the Notice of the Meeting.			Vote
	For	Against	Withheld See note 5
1. Review of Company's affairs and consideration of Financial Statements and Reports of Directors (including the Governance Appendix) and Auditors (see note 1)				Details in relation to Directors retiring at the 2016 Annual General Meeting and seeking re-election are set out in the 2015 Annual Report. This Report and other documentation relat
2. Declaration of a dividend
3. Consideration of Directors' Remuneration Report
4. Consideration of new Remuneration Policy (see note 2)
5. Directors' Fees				ing to the 2016 Annual General Meeting (including
6. Re-election of Directors:				the Notice of the Annual General Meeting) are avail able on the CRH website, www.crh.com.
(a) E.J. Bärtschi
(b) M. Carton
(c) N. Hartery				Resolutions 3, 4 and 8 are advisory votes. Please refer to notes 3, 4 and 7 to the Notice of the Annual General Meeting.
(d) P.J. Kennedy
(e) R. McDonald
D.A. McGovern, Jr. (f)
(g) H.A. McSharry
(h) A. Manifold				A Shareholder wishing to appoint a proxy by electronic means may do so any time up to 11.00 a.m. on 26th April 2016 by accessing the Registrar's website, www.capitashareportal.com, entering CRH plc in the company name field and following the instructions on the website.
(i) S. Murphy
(j) L.J. Riches
(k) H.Th. Rottinghuis
W.J. Teuber, Jr. (l)
(m) M.S. Towe
7. Remuneration of Auditors
8. Continuation of Ernst & Young as Auditors				CREST members wishing
9. Authority to allot Shares				to appoint a proxy elec tronically should refer to the notes to the Notice of the Annual General Meeting.
10. Disapplication of pre-emption rights
11. Authority to purchase own Ordinary Shares
12. Authority to re-issue Treasury Shares
13. Authority to offer Scrip Dividends

CRH plc Form of Proxy for Annual General Meeting

I/We the undersigned being an Ordinary Shareholder(s) of the Company HEREBY APPOINT the duly appointed Chairman of the Meeting (see note 3)

........................................................................................................ as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 11.00 a.m. on 28th April 2016 and at any adjournment thereof. I/We direct my/our proxy to vote on the resolutions set out in the Notice convening the Meeting as instructed and in respect of other resolutions that may arise at the Meeting as the proxy thinks fit (see note 5).

This proxy may be exercised in respect of all/_______________ (see note 7) shares registered in my/our name(s).

Signed: Date:

✁

CRH plc Annual General Meeting 2016

Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin, Thursday, 28th April 2016 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:

Notes on completing proxy form:

• 1. For the purposes of Section 1373(4), the Director's Report for the year ended 31 December 2015 includes the Governance Appendix (available on the CRH website, www.crh.com), a copy of which will be appended to the Director's Report laid before the 2016 Annual General Meeting for consideration by shareholders.
• 2. In 2014, the Board determined that the Company should seek to apply the 2013 Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment Regulations) Regulations (the "2013 UK Regulations"), which apply to UK-incorporated companies listed on the London Stock Exchange, to the extent possible under Irish law. Under the 2013 UK Regulations, shareholder votes on remuneration policies are binding. However, as an Irish-incorporated company, CRH cannot rely on the statutory provisions applicable to UK companies under the 2013 UK Regulations which, in certain circumstances, can resolve any inconsistency between a remuneration policy and any contractual or other right of a Director. The remuneration policy will provide the framework for remuneration decisions made by the Remuneration Committee from the date of the 2016 Annual General Meeting. If the remuneration policy is approved by shareholders, the individual limit specified in Rule 6 of the rules of the 2014 Performance Share Plan, approved by shareholders at the 2014 Annual General Meeting, will be increased to 365% of salary. In all other respects, the remuneration policy is being submitted to shareholders as an advisory resolution.
• 3. If it is desired to appoint another person as proxy the words "the duly appointed 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, Capita Asset Services, Shareholder Solutions (Ireland) (Tel +353 1 553 0050) to receive an additional proxy form. Please note that proxies may be asked to present identification.
• 4. A copy of the Notice convening the Annual General Meeting and the accompanying Circular to Shareholders are available on the CRH website, www.crh.com.
• 5. 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 moved during the Meeting, the proxy will vote as he/she thinks fit or abstain from voting.
• 6. This form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be received by the Company's Registrars, Capita Asset Services, Shareholder Solutions (Ireland), P.O. Box 7117, Dublin 2 (if delivered by post) or at 2 Grand Canal Square, Dublin 2 (if delivered by hand) not later than 11.00 a.m. on 26th April 2016. A proxy may also be appointed electronically as explained overleaf.
• 7. 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.
• 8. Where the appointer is a body corporate this form must be under seal or under the hand of a duly authorised officer or attorney.
• 9. In joint accounts the names of all joint holders should be stated. However, 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.
• 10. The return of a proxy form will not preclude any member from attending the Meeting, speaking, asking questions and voting in person should he/she wish to do so.
• 11. During the meeting, Shareholders (or their duly appointed proxies) may not use cameras, smart phones or other audio, video or electronic recording devices, unless expressly authorised by the Chairman of the Meeting.This prohibition shall not apply to equipment being used by the Company for the purpose of projecting the Meeting onto screens during the Meeting or to photographs taken by accredited press photographers admitted to the Meeting.