CRH PLC — Proxy Solicitation & Information Statement 2019

Mar 8, 2019

CRH plc Form of Proxy for the Annual General Meeting to be held on 25th April 2019

CRH

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 1)

	For	Against	Vote 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 2)
2. Declaration of a dividend
3. Consideration of Directors' Remuneration Report
4. Approval of new Remuneration Policy
5. Director's fees
6. Re-election of Directors:
(a) R. Boucher
(b) N. Hartery
(c) P.J. Kennedy
(d) H.A. McSharry
(e) A. Manifold
(f) S. Murphy
(g) G.L. Platt
(h) M.K. Rhinehart
(i) L.J. Riches
(j) H.Th. Rottinghuis
(k) S. Talbot
(l) W.J. Teuber, Jr.
7. Remuneration of Auditors
8. Continuation of Ernst & Young as Auditors
9. Authority to allot Shares
10. Disapplication of pre-emption rights (Re allotment of up to 5% for cash and for regulatory purposes)
11. Disapplication of pre-emption rights (Re allotment of up to 5% for acquisitions/specified capital investments)
12. Authority to purchase own Ordinary Shares
13. Authority to reissue Treasury Shares
14. Authority to offer Scrip Dividends

Details in relation to Directors retiring at the 2019 Annual General Meeting and seeking re-election are set out in the 2018 Annual Report and Form 20-F. This Report and other documentation relating to the 2019 Annual General Meeting (including the Notice of the Annual General Meeting) are available on the CRH website, www.crh.com.

A Shareholder wishing to appoint a proxy by electronic means may do so any time up to 11.00 a.m. on 23rd April 2019 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 appoint a proxy electronically should refer to the notes to the Notice of the Annual General Meeting.

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 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 25th April 2019 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 2019

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

Thursday, 25th April 2019 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

Signed

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CRH

CRH plc Form of Proxy for the Annual General Meeting to be held on 25th April 2019

Notes on completing Proxy Form:

1. 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.
2. For the purposes of Section 1373(4), the Directors' Report for the year ended 31 December 2018 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 2019 Annual General Meeting for consideration by Shareholders.
3. 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 Asset Services (Tel +353 1 553 0050), to receive an additional Proxy Form. Please note that proxies may be asked to present identification.
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 Proxy Form 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 Asset 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 23rd April 2019. 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. Please note such equipment may capture personal data. Such personal data shall be used for the purpose of the Annual General Meeting and in full compliance with applicable data protection law. In addition, we may process your personal data to meet further legal obligations.