UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A - 16 OR 15D - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934
10
March 2017
Commission
File No. 001-32846
____________________________
CRH public limited company
(Translation of registrant's name into English)
____________________________
Belgard Castle, Clondalkin,
Dublin 22, Ireland.
(Address of principal executive offices)
________
____________________
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover of Form 20-F or Form 40-F:
Form
20-F X Form
40-F___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by
Regulation S-T Rule 101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by
Regulation
S-T Rule 101(b)(7):________
THIS DOCUMENT IS IMPORTANT AND
REQUIRES YOUR IMMEDIATE ATTENTION. 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 UKFinancial Services
and Markets Act 2000) immediately.
If you have sold or transferred all of your
registered holding of Ordinary Shares in CRH plc, please forward
this document and the accompanying Proxy Form to the purchaser or
transferee or to the stockbroker,
bank or other agent through or by whom
the sale or transfer was effected, for delivery to the purchaser or
transferee.
CRH Plc
Notice of Annual General Meeting, Thursday,
27 April 2017
A Proxy Form for use in connection with the
Resolutions to be proposed at the Meeting will be sent to
shareholders on 29 March 2017. To be valid,Proxy Forms must be
received by the Company’s Registrar,
Capita Asset Services, Shareholder
Solutions (Ireland) not later than 11.00 a.m. on 25 April 2017. The
methods by which valid Proxy Forms can be delivered are set out in
the notes to the Notice of the Meeting.
Notice of Meeting
The Annual General Meeting of CRH plc will be held
at the Royal Marine Hotel,
Marine Road,
Dun Laoghaire,
Co. Dublin at 11.00
a.m.
on Thursday,
27 April 2017 for the following
purposes:
1.
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
2016.
2.
To declare
a dividend on the Ordinary
Shares.2
3.
To consider
the 2016 Directors’ Remuneration Report (excluding the 2016
Remuneration Policy summary section), the full text of which is set
out on pages 72 to 95 of the 2016 Annual Report and Form
20-F.3
4.
To re-elect the following
Directors4:
Ms.
M.
Carton
Mr.
N.
Hartery
Mr.
P.J.
Kennedy
Mr.
D.A.
McGovern,
Jr.
Ms.
H.A.
McSharry
Mr.
A.
Manifold
Mr.
S.
Murphy
Ms.
G.L.
Platt
Ms.
L.J.
Riches
Mr.
H.Th.
Rottinghuis
Mr.
W.J.
Teuber,
Jr.
5.
To
authorise the Directors to fix the remuneration of the
Auditors.
6.
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.5
7.
To consider and,
if thought fit,
to pass as an Ordinary Resolution the
following resolution to renew the annual authority to allot
unissued share capital of the Company6:
That,
in accordance with the
powers,
provisions and limitations of Article
11(d) of the Articles of Association of the
Company,
the Directors be and they are hereby
authorised to allot relevant securities (within the meaning of
Section 1021 of the Companies Act 2014):
(a)
up
to an aggregate nominal value of €93,441,000;
and
(b)
up to a further aggregate nominal amount of
€48,000,000
provided that any Ordinary Shares
allotted pursuant to this authority are offered by way of a rights
issue or other pre-emptive issue to the holders of Ordinary Shares
to the extent permitted by paragraph (b) in Resolution 8 in the
Notice of this Meeting.
This
authority shall expire at the close of business on the earlier of
the date of the Annual General Meeting in 2018 or 26 July
2018.
8.
To consider and,
if thought fit,
to pass as a Special Resolution the
following resolution to renew the annual authority to disapply
statutory pre-emption rights to allow the Directors to allot up to
5% of the issued Ordinary Share capital as at 28 February 2017 for
cash and allow the Directors to disapply pre-emption rights in
order to accommodate any regulatory restrictions in certain
jurisdictions6:
That
the Directors be and they are hereby empowered to allot equity
securities (within the meaning of Section 1023 of the Companies Act
2014) for cash to the extent permitted by Resolution 7 in the
Notice of this Meeting provided that this authority may only be
used for:
(a)
the allotment of equity securities up to a nominal
value of €14,157,000
except that this limit shall be
reduced by the nominal value of all treasury shares (as defined in
Section 1078 of the Companies Act 2014) reissued pursuant to
Resolution 11 in the Notice of this Meeting;
and/or
(b)
the
allotment of equity securities by way of a rights issue or other
pre-emptive issue to the holders of Ordinary Shares in accordance
with Article 11(e) of the Articles of Association of the Company
except that the reference to a rights issue in Article 11(e) shall
include rights issues and other pre-emptive issues.
This
authority shall expire at the close of business on the earlier of
the date of the Annual General Meeting in 2018 or 26 July
2018.
9.
To consider and,
if thought fit,
pass as a Special Resolution the
following resolution to renew the annual authority to disapply
statutory pre-emption rights in relation to allotments of shares
for cash up to a further 5% of the issued ordinary share capital of
the Company as at 28 February 2017 in connection with an
acquisition or specified capital investment6:
That,
in addition to the authority conferred
by Resolution 8 in the Notice of this Meeting,
the Directors be and they are hereby
empowered to allot additional equity securities (within the meaning
of Section 1023 of the Companies Act 2014) for cash as permitted by
Resolution 7 in the Notice of this Meeting as if Section 1022 of
the Companies Act 2014 did not apply to any such
allotment,
provided that:
(a)
the proceeds of any such allotment are to be used
only for the purposes of financing (or
re-financing,
if the authority is to be used within
six months after the original transaction) a transaction which the
Directors determine to be an acquisition or other capital
investment of a kind contemplated by the Statement of Principles on
Disapplying Pre-emption Rights most recently published by the
Pre-Emption Group prior to the date of this Notice;
and
(b)
the
nominal value of all equity securities allotted pursuant to this
authority together with the nominal value of all treasury shares
(as defined in Section 1078 of the Companies Act 2014) reissued
pursuant to Resolution 11 in the Notice of this Meeting may not
exceed €14,157,000.
This
authority shall expire at the close of business on the earlier of
the date of the Annual General Meeting in 2018 or 26 July 2018 save
that the Company may before such expiry make an offer or agreement
which would or might require equity securities to be allotted after
such expiry date and the Directors may allot equity securities in
pursuance of such offer or agreement as if such power had not
expired.
10.
To consider and,
if thought fit,
to pass as a Special Resolution the
following resolution to renew the annual authority of the Company
to purchase up to 10% of the Company’s issued Ordinary Share
capital:
That the Company be and is hereby authorised to
purchase Ordinary Shares on a securities market (as defined in
Section 1072 of the Companies Act 2014),
at prices provided for in Article 8A
of the Articles of Association of the Company up to a maximum of
10% of the Ordinary Shares in issue at the date of the passing of
this Resolution. This authority shall expire at the close of
business on the earlier of the date of the Annual General Meeting
in 2018 or 26 July 2018.
11.
To consider and,
if thought fit,
to pass as a Special Resolution the
following resolution to renew the Director’s authority to
reissue Treasury Shares:
That the Company be and is hereby authorised to
reissue Treasury Shares (as defined in Section 1078 of the
Companies Act 2014),
in the manner provided for in Article
8B of the Articles of Association of the Company.
This authority shall expire at the
close of business on the earlier of the date of the Annual General
Meeting in 2018 or 26 July 2018.
Special
Business
12.
To consider and,
if thought fit,
to pass as an Ordinary Resolution the
following resolution to renew the Director’s authority to
make scrip dividend offers:
That the Directors be and they are hereby
authorised,
pursuant to Article 137(b) of the
Articles of Association of the Company,
to exercise the powers contained in
the said Article so that the Directors may offer to the
shareholders the right to elect to receive an allotment of
additional shares credited as fully paid instead of cash in respect
of all or part of any dividend or dividends falling to be declared
or paid by the Company.
Unless renewed at the Annual General
Meeting in 2018,
this authority shall expire at the
close of business on 26 July 2018.
For the Board,
N.
Colgan,
Company Secretary
42 Fitzwilliam Square,
Dublin 2
10
March 2017
Notes
(1)
For the purposes of Section
1373(4),
the Directors’ Report for the
year ended 31 December 2016 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 2017 Annual General
Meeting for consideration by shareholders.
(2)
The final dividend,
if approved,
will be paid on the Ordinary Shares on
5 May 2017 to persons who were registered as shareholders at the
close of business on 10
March 2017.
(3)
Resolution 3 is an advisory resolution and is not
binding on the Company.
(4)
In accordance with the provisions of the UK
Corporate Governance Code,
all Directors retire and offer
themselves for re-election. Biographical details for each Director are set out
on pages 59 to 61 of the 2016 Annual Report and Form
20-F.
(5)
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 6,
which is an advisory non-binding
resolution,
for this purpose.
(6)
Resolutions 7,
8 and 9 reflect the Pre-Emption
Group’s Statement of Principles and related
templates.
The authority in Resolution 7 is for
an amount which represents just under 50% of the issued ordinary
share capital as at 28 February 2017. Any allotment exceeding 33%
of the issued share capital will only be made pursuant to a fully
pre-emptive 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.
The
5% limit in paragraph (a) of Resolution 8 includes any Treasury
Shares reissued by the Company under the authority which is
proposed in Resolution 11.
Resolution 9 will,
if approved,
afford the Directors with an
additional power to allot shares on a non-pre-emptive basis and for
cash up to a further 5% of the issued Ordinary Share capital in
connection with an acquisition or a specified capital investment
which is announced contemporaneously with the
issue,
or which has taken place in the
preceding six month period and is disclosed in the announcement of
the issue.
The 5% limit includes any Treasury
Shares reissued by the Company under the authority which is
proposed in Resolution 11.
The Directors confirm that in respect of
Resolutions 8 and 9,
they intend to follow the Statement of
Principles updated by the Pre-Emption Group in that allotments of
shares for cash and the reissue of Treasury Shares on a
non-pre-emptive basis, other than for an open offer or 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.
(7)
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.
(8)
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, 25 April 2017. 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).
(9)
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,
25 April 2017.
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.
(10)
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.
(11)
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,
25 April 2017 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.
(12)
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 2017 Annual General
Meeting,
the latest date for submission of such
requests/ resolutions will be 16 March 2017.
Further information in relation to
shareholders’ rights can be obtained from the CRH
website, www.crh.com.
(13)
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.
(14)
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.
(15)
A copy of this Notice,
the 2016 Annual Report and Form
20-F,
the Governance Appendix and copies of
any other documentation relating to the 2017 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.
(16)
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.
(17)
Publication of the Notice of the 2017 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 UK Corporate Governance Code.
CRH plc Form of Proxy for the Annual
General Meeting to be held on 27th April 2017
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)
For
Against
Vote
Withheld see note 5
1
. 1Review
of Company’s affairs and consideration of Financial
Statements and Reports of Directors (including the Governance
Appendix) and
Auditors (see note 1)
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2
Declaration of a dividend
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3 Consideration of Directors’ Remuneration
Report
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4 Re-election of Directors:
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a) E.J.
Bärtschi
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b) M.
Carton
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c) N.
Hartery
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d) P.J.
Kennedy
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e) D.A.
McGovern, Jr.
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f) H.A.
McSharry
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g) A.
Manifold
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h) S.
Murphy
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i) G.L.
Platt
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j) L.J.
Riches
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k) H.Th.
Rottinghuis
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l) W.J. Teuber,
Jr.
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5 Remuneration of Auditors
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6 Continuation of Ernst & Young as
Auditors
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7 Authority to allot Shares
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8 Disapplication of pre-emption rights
(Re
allotment of up to 5% for cash and for regulatory
purposes)
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9 Disapplication of pre-emption rights
(Re
allotment of up to 5% for acquisitions/specified capital
investments)
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10 Authority to purchase own Ordinary
Shares
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11 Authority to reissue Treasury Shares
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12 Authority to offer Scrip Dividends
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A Shareholder wishing to appoint a proxy by
electronic means may do so any time up to 11.00
a.m.
on 25th April
2017 by accessing the Registrar's website,
www.capitashareportal.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.
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Details in relation to Directors retiring at the
2017 Annual General Meeting and seeking re-election are set out in
the 2016 Annual Report and Form 20-F.
This Report and other documentation
relating to the 2017 Annual General Meeting (including the Notice
of the 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.
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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 27th
April 2017 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 2017
Royal Marine Hotel, Marine Road, Dun Laoghaire,
Co. Dublin,
Thursday,
27th April 2017 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 2016
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 2017 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,
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.
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,
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 25th April 2017.
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.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CRH public limited company
(Registrant)
Date 10
March 2017
By:___/s/Neil
Colgan___
N.Colgan
Company Secretary