CRH PLC — Proxy Solicitation & Information Statement 2021

Jan 15, 2021

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 EGM Notice and Circular to Shareholders.
		For	Against	Vote Withheld See note 4
	1. To approve the Migration of the Migrating Shares to Euroclear Bank's central securities depository.
	2. To adopt new Articles of Association of the Company.
	3. To authorise the Company to take all actions necessary to implement the Migration.
	4. To amend the Articles of Association to provide for the surrender for nil consideration, and authorise the cancellation of, the Income Shares of the Company of €0.02 each.
	5. Subject to the approval of Resolution 4, to diminish the authorised share capital of the Company by €25,000,000 from €426,297,940 to €401,297,940.
	6. To amend the Articles of Association to delete all references to the Income Shares.

A Shareholder wishing to appoint a proxy by electronic means may do so any time up to 11.00 a.m. on 7 February 2021 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 EGM Notice.

CRH plc Form of Proxy for Extraordinary General Meeting

I/We the undersigned being an Ordinary Shareholder(s) of the Company HEREBY APPOINT the chairman of the meeting with full power of substitution

........................................................................................................ as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at 11.00 a.m. on 9 February 2021 and at any adjournment thereof. I/We direct my/our proxy to vote on the resolutions set out in the EGM Notice as instructed and in respect of other resolutions that may arise at the meeting as the proxy thinks fit.

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

Signed: ......................................................................................................................Date: ............................................

IMPORTANT COVID-19 NOTICE

The well-being of Shareholders and our people is a primary concern for the Board and we are closely monitoring the COVID-19 situation and any advice by the Government of Ireland in relation to the pandemic. We will take all recommendations and applicable law into account in the arrangements for the holding of the Extraordinary General Meeting. If the current (or similarly more extensive) restrictions relating to COVID-19 are in force at the time of the Extraordinary General Meeting, the Company will be required to hold the EGM as a closed meeting (i.e. not generally open to the public). For this reason, the CRH Board encourages all shareholders to vote by proxy by appointing the chairman of the meeting as their proxy to vote on their behalf.

A live audio-cast of the meeting will be made available to shareholders, who will also have the facility to submit questions remotely.

Detailed instructions on proxy voting and how to access the audio-cast are set out in the EGM Notice.

Shareholders should monitor the Company's website, www.crh.com/investors/shareholder-centre, for update announcements regarding the meeting in the event that circumstances change.

Notes on completing proxy form:

• 1. A copy of the EGM Notice and the accompanying Circular to Shareholders are available on the CRH website, www.crh.com/investors/shareholder-centre, together with versions of the Articles of Association showing the proposed changes and various other documents being placed on display in connection with the meeting. The terms "Migration" and "Migrating Shares" used in this proxy form have the same meaning as in the shareholder Circular.
• 1. In the exceptional circumstances of the current COVID-19 pandemic, we strongly encourage you to appoint the chairman of the meeting as your proxy. 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.AShareholder 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 (Tel +353 1 553 0050), to receive an additional Proxy Form. Please note that proxies may be asked to present identification. If you appoint someone other than the chairman of the meeting to be your proxy, that person is unlikely to be able to attend if the prevailing COVID-19 measures require the Company to conduct the meeting as a closed meeting.
• 1. 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. However, in the exceptional circumstances of the current COVID-19 pandemic, the CRH Board strongly encourages you not to attend the meeting in person. Details on how you can access a live audio-cast of the meeting and submit questions in relation to the business of the meeting remotely can be found in the notes to the EGM Notice.
• 1. 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.
• 1. 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 Registrars Limited, PO Box 1110, Maynooth, Co Kildare, Ireland (if delivered by post) or at Block C, Maynooth Business Campus, Maynooth, Co. Kildare, W23 F854, Ireland (if delivered by hand) not later than 11.00 a.m. on 7 February 2021. A proxy may also be appointed electronically as explained in the EGM Notice.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. Should Shareholders (or their duly appointed proxies) attend in person despite the advice not to do so in the context of the current COVID-19 pandemic, they may not use cameras, smart phones or other audio, video or electronic recording devices, unless expressly authorised by the chairman of the meeting.
• 1. Only those members registered in the Register of Members of the Company at 7.00 p.m. on 7 February 2021 or if the EGM is adjourned, at 7.00 p.m. on the day that falls 48 hours before the time appointed for the adjourned meeting shall be entitled to access the live audio-cast of the meeting or to attend, speak, ask questions and in respect of the number of shares registered in their name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the register after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meeting or any adjournment thereof.