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CRH PLC Proxy Solicitation & Information Statement 2018

Mar 9, 2018

1980_agm-r_2018-03-09_e20acf88-48ce-4bf8-8d6f-01cdd7d8bb1c.pdf

Proxy Solicitation & Information Statement

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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. (See note 3) Vote
For Against Withheld See
note 4
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 2018 Annual
2. Declaration of a dividend General Meeting and seeking
re-election are set out in the
2017 Annual Report and Form
3. Consideration of Directors' Remuneration Report
4. Re-election of Directors: 20-F. This Report and other
documentation relating to the
(a) R. Boucher 2018 Annual General Meeting
(including the Notice of the
(b) N. Hartery Annual General Meeting) are
available on the CRH website,
www.crh.com.
Resolutions 3 and 6 are
advisory votes. Please refer to
the notes to the Notice of the
Annual General Meeting.
(c) P.J. Kennedy
(d) D.A. McGovern, Jr.
(e) H.A. McSharry
(f) A. Manifold
(g) S. Murphy
(h) G.L. Platt
(i) L.J. Riches
(j) H.Th. Rottinghuis A Shareholder wishing to
appoint a proxy by electronic
means may do so any time
up to 11.00 a.m. on 24th
April 2018 by accessing the
Registrar's website,
www.signalshares.com,
entering CRH plc in the
company name field and
following the instructions on
the website.
CREST members wishing to
(k) W.J. Teuber, Jr.
5. Remuneration of Auditors
6. Continuation of Ernst & Young as Auditors
7. Authority to allot Shares
8. Disapplication of pre-emption rights
(Re allotment of up to 5% for cash and for regulatory purposes)
9. Disapplication of pre-emption rights
(Re allotment of up to 5% for acquisitions/specified capital investments)
10. Authority to purchase own Ordinary Shares appoint a proxy
11. Authority to reissue Treasury Shares electronically should refer to
the notes to the Notice of the
Annual General Meeting.
12. Authority to offer Scrip Dividends
13. Amendment to Articles of Association

CRH plc Form of Proxy for Annual General Meeting

I/We the undersigned being an Ordinary Shareholder(s) of the Company HEREBY APPOINT the Chairman of the Meeting (see note 2)

........................................................................................................ 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 26th April 2018 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 4).

This proxy may be exercised in respect of all/_______________ (see note 6) shares registered in my/our name(s).

Signed: Date:

CRH plc Annual General Meeting 2018

Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin, Thursday, 26th April 2018 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 Directors' Report for the year ended 31 December 2017 includes the Governance Appendix (available on the CRH website, www.crh.com), a copy of which will be appended to the Directors' Report laid before the 2018 Annual General Meeting for consideration by shareholders.
  • 2. 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 (Trading as Link Asset Services) (Tel +353 1 553 0050) to receive an additional proxy form. Please note that proxies may be asked to present identification.
  • 3. A copy of the Notice convening the Annual General Meeting which contains explanatory notes for the agenda items is available on the CRH website, www.crh.com.
  • 4. 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.
  • 5. 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, Link Registrars Limited (Trading as LinkAsset Services), 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 24th April 2018. A proxy may also be appointed electronically as explained overleaf.
  • 6. 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.
  • 7. 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.
  • 8. 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.
  • 9. The return of a proxy form will not preclude any Shareholder from attending the Meeting, speaking, asking questions and voting in person should he/she wish to do so.
  • 10. 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.