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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.
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1
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2
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(i)
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Resolution 3: relates to the Directors’ Remuneration Report which sets out how the remuneration policy approved by shareholders in 2014 has been implemented in 2015 and how the Remuneration Committee plans to implement the new proposed Remuneration Policy in 2016, if approved (see Resolution 4);
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(ii)
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Resolution 4: seeks approval for a new Remuneration Policy in 2016 (the “2016 Policy”). If approved by shareholders, the 2016 Policy will apply for up to three years from the date of the Meeting; and
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(iii)
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Resolution 5: seeks approval to increase the limit of the aggregate fees for non-executive Directors to €875,000. The current limit, approved at the 2005 Annual General Meeting, is
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1.
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To review the Company’s affairs and consider the Company’s financial statements and the Reports of the Directors (including the Governance Appendix1) and Auditors for the year ended 31 December 2015.
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2.
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To declare a dividend on the Ordinary Shares.2
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3.
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To consider the 2015 Directors’ Remuneration Report (excluding the Remuneration Policy), the full text of which is set out on pages 70 to 93 of the 2015 Annual Report.3
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4.
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To consider the new Remuneration Policy, which is set out on pages 95 to 106 of the 2015 Annual Report.4
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5.
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To consider and, if thought fit, to pass as an Ordinary Resolution:
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6.
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To re-elect the following Directors6: Mr. E.J. Bärtschi
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7.
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To authorise the Directors to fix the remuneration of the Auditors.
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8.
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To consider the continuation in office of Ernst & Young as auditors of the Company until the conclusion of the next Annual General Meeting of the Company.7
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9.
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To consider and, if thought fit, to pass as an Ordinary Resolution8:
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(a)
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up to an aggregate nominal value of €92,442,000. This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2017 or 27 July 2017; and
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(b)
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up to a further aggregate nominal amount of €52,696,000 provided that any Ordinary Shares allotted pursuant to this authority are offered by way of a rights issue to holders of Ordinary Shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on any such record dates, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with legal or practical problems in respect of overseas shareholders, fractional entitlements or otherwise.
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10.
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To consider and, if thought fit, to pass as a Special Resolution9:
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11.
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To consider and, if thought fit, to pass as a Special Resolution:
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12.
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To consider and, if thought fit, to pass as a Special Resolution:
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13.
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To consider and, if thought fit, to pass as a Special Resolution:
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Notes
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(1)
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For the purposes of Section 1373(4), the Directors’ 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 Directors’ Report laid before the 2016 Annual General Meeting for consideration by shareholders.
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(2)
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The final dividend, if approved, will be paid on the Ordinary Shares on 6 May 2016 to persons who were registered as shareholders at the close of business on 11 March 2016.
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(3)
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Resolution 3 is an advisory resolution and is not binding on the Company.
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(4)
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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. It is the Company’s intention that this will apply until the 2019 Annual General Meeting, unless the Remuneration Committee seeks shareholder approval for a renewed policy at an earlier date. If the new 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.
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(5)
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Resolution 5 proposes to increase the limit of the aggregate fees for non-executive Directors to €875,000.
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(6)
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In accordance with the provisions of the 2014 UK Corporate Governance Code, all Directors retire and offer themselves for re-election, with the exception of Mr. W.P. Egan and Mr. U-H Felcht, who are retiring and are not seeking re-election. Biographical details for each Director are set out on pages 52 to 55 of the 2015 Annual Report.
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(7)
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Section 383 of the Companies Act 2014 provides for the automatic re-appointment of the auditor of an Irish company at a company’s annual general meeting unless the auditor has given notice in writing of his unwillingness to be re-appointed or a resolution has been passed at that meeting appointing someone else or providing expressly that the incumbent auditor shall not be re-appointed. The Auditors, Ernst & Young, Chartered Accountants, are willing to continue in office. However, the Directors believe that it is important that shareholders are provided with an opportunity to have a say on the continuation in office of Ernst & Young and have included Resolution 8, which is an advisory non-binding resolution, for this purpose.
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(8)
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Resolution 9 proposes to renew the Directors’ authority to allot shares. The authority is for the total amount of the available unissued share capital, which represents 51.86% of the issued share capital as at 2 March 2016. Any allotment exceeding 33% of the issued share capital will only be made pursuant to a fully pre- emptive rights issue and no issue of shares will be made which could effectively alter control of the Company without prior approval of the Company in General Meeting.
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(9)
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In respect of Resolution 10, the Directors intend to follow the Statement of Principles updated by the Pre- emption Group in March 2015 in that allotments of shares for cash and the re-issue of Treasury Shares on a non-pre-emptive basis, other than for rights issues to ordinary shareholders and employees’ share schemes or in connection with an acquisition or specified capital investment, will not exceed 7.5% of the issued Ordinary/Income share capital within a rolling three-year period without prior consultation with shareholders.
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(10)
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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. Please note, that proxies may be required to provide identification to attend the Meeting.
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(11)
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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 Asset Services, Shareholder Solutions (Ireland) (the “Registrars”), to P.O. Box 7117, Dublin 2 (if delivered by post) or to 2 Grand Canal Square, Dublin 2 (if delivered by hand), not later than 11.00 a.m. on Tuesday, 26 April 2016. Shareholders who wish to submit proxies by electronic means may do so up to the same deadline by accessing the Registrars’ website, www.capitashareportal.com and entering CRH plc in the company name field. 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 the Registrars (Tel. +353 1 553 0050).
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(12)
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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 Tuesday, 26 April 2016. 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.
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(13)
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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.
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(14)
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Pursuant to Section 1105(2) of the Companies Act 2014 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 Tuesday, 26 April 2016 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.
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(15)
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Pursuant to Section 1104 of the Companies Act 2014 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 2016 Annual General Meeting, the latest date for submission of such requests/ resolutions will be 17 March 2016. Further information in relation to shareholders’ rights can be obtained from the CRH website, www.crh.com.
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(16)
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Pursuant to Section 1107 of the Companies Act 2014, shareholders have a right to ask questions related to items on the Annual General Meeting agenda and to have such questions answered by the Company subject to any reasonable measures the Company may take to ensure the identification of shareholders. An answer is not required if (a) an answer has already been given on the Company’s website in the form of a “Q&A” or (b) it would interfere unduly with preparation for the meeting or the confidentiality or business interests of the Company or (c) it appears to the Chairman that it is undesirable in the interests of good order of the meeting that the question be answered.
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(17)
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Pursuant to Section 190(b) of the Companies Act 2014, 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.
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(18)
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A copy of this Notice, the 2015 Annual Report, the Governance Appendix and copies of any other documentation relating to the 2016 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.
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(19)
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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.
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(20)
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Publication of the Notice of the 2016 Annual General Meeting (and all notices thereafter) on the CRH website, www.crh.com, will be deemed to be the publication date for the purposes of the 2014 UK Corporate Governance Code.
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12
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1.
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Review of Company’s affairs and consideration of Financial Statements and Reports of Directors (including the Governance Appendix)
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2.
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Declaration of a dividend
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3.
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Consideration of Directors’ Remuneration Report
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4.
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Consideration of new Remuneration Policy (see note 2)
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5.
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Directors’ Fees
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6.
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Re-election of Directors:
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(a)
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E.J. Bärtschi
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(b)
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M. Carton
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(c)
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N. Hartery
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(d)
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P.J. Kennedy
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(e)
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R. McDonald
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(f)
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D.A. McGovern, Jr.
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(g)
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H.A. McSharry
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(h)
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A. Manifold
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(i)
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S. Murphy
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(j)
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L.J. Riches
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(k)
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H.Th. Rottinghuis
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(l)
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W.J. Teuber, Jr.
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(m)
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M.S. Towe
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7.
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Remuneration of Auditors
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8.
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Continuation of Ernst & Young as Auditors
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9.
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Authority to allot Shares
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10.
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Disapplication of pre-emption rights
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11.
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Authority to purchase own Ordinary Shares
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12.
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Authority to re-issue Treasury Shares
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13.
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Authority to offer Scrip Dividends
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1.
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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.
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2.
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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.
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3.
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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.
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4.
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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.
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5.
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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.
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6.
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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.
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7.
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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.
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8.
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Where the appointer is a body corporate this form must be under seal or under the hand of a duly authorised officer or attorney.
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9.
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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.
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10.
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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.
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11.
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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.
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