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(i)
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The 2014 Act adopts a new approach in regard to the articles of association of all companies.
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(ii)
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Certain parts of, and references in, the Articles need to be updated for the reasons set out in Schedule 2 in the Appendix to this letter;
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(iii)
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A new article is required to be included in the Articles for the reasons set out in Schedule 3 in the Appendix to this letter.
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Sections of the 2014 Act to be disapplied
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Currently covered in Articles
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Subject matter/reason for disapplication of provisions in 2014 Act
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77-81
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22-28
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Existing articles deal with the making of calls in respect of unpaid amounts due on issued shares.
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95(1)(a) and 95(2)(a)
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31-32
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These provisions would give the Directors an absolute discretion to refuse to register a share transfer as well as allowing the Directors to charge a fee when registering the transfer. However, this is not allowed under the Stock Exchange listing rules.
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96(2) to (11)
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35-39
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Existing articles deal with the transmission of shares.
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124
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131-139
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Existing articles deal with the declaration and payment of dividends.
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125(3)
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138
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Existing article deals with the use of cheques, negotiable instruments and bank transfers for the payment of dividends.
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144(3) and 144(4)
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107-113
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Existing articles deal with the appointment of Directors.
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148(2)
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104
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Existing article deals with the early vacation of office of Directors.
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158(3)
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91
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This section would alter the borrowing powers of Directors set out in Article 91.
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159 - 165
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97, 98, 100, 103, 114-120, 123-125
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Existing articles deal with the appointment of a Managing Director and Chief Executive, the holding of other offices by Directors, the creation and operation of Board committees, the appointment of alternate Directors and various board procedures for the operation of the Board.
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182 (2) and (5)
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62 and 64
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Existing articles deal with the quorum required for meetings of the Company.
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183(3)
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79
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This section would prohibit the appointment of multiple proxies, which is allowed under Article 79.
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187
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65-73
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Existing articles deal with the conduct of general meetings of the Company.
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188
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74-85
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Existing articles deal with the voting at general meetings of the Company.
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218(5)
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148-151
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Existing articles deal with the timing of a deemed receipt of a notice.
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229, 230 and 1113
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90, 96, 99
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Existing articles deal with the interests of Directors.
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338(5) and (6)
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129
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Existing article deals with the delivery of financial statements via the website of the Company.
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618(1)(b)
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152-153
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Existing articles deal with the distribution of property on winding-up of the Company.
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1090
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105-113
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Existing articles deal with the rotation of Directors.
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1092
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89(c), 123, 124, 126
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Existing articles deal with the remuneration and expenses of Directors.
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Update
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Reason for amendment
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Articles to be updated
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All references to sections in the existing
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To ensure that the Articles are consistent with
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Articles 2, 7, 8, 8A,
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Companies Acts, which will be repealed
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the statutory references in the 2014 Act.
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8B, 11, 14, 15, 16,
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when the 2014 Act becomes effective, are to
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34, 53, 59, 61, 91,
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be replaced by their equivalent provision in
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94, 95, 104, 112
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the 2014 Act.
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and 145
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Deletion of references to “Stock Exchange Nominee”.
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Term no longer in use following repeal of Companies (Amendment) Act 1977.
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2, 16, 32
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Change “Irish Stock Exchange Limited” references to “Irish Stock Exchange plc”.
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Reflects the current name for the Irish Stock Exchange.
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8A, 8B
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Insert references to “undenominated capital”.
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This is the terminology used in the 2014 Act, as set out in section 64.
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54, 137(b)(iv), 145
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Updating the list of ordinary business of the Annual General Meeting.
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Section 186 of the 2014 Act uses different terminology and adds to the list of items constituting the ordinary business of the Annual General Meeting.
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61(a)
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Deletion of time limits within which a proxy can be revoked before a meeting.
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Section 183(10) of the 2014 Act now governs this and allows notices of the revocation to be delivered right up to the commencement of the meeting.
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84
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Updating Article 144 to allow Directors to send shareholders summary financial statements in lieu of the full statutory financial statements of the Company. Shareholders can however request full copies of the financial statements.
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Chapter 2 of Part 6 of the 2014 Act uses new terminology and introduces some new provisions with regard to accounting records.
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140-144
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New Article
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Reason for new Article
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Section of Act requiring new Article
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96(d)
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Section 228 of the 2014 Act introduces entirely new provisions into Irish company law by prohibiting directors from entering into certain types of agreements which restrict their powers. However, section 228 provides an exception if this is expressly authorised by the company’s constitution. The purpose of the new article 96(d) is, therefore, to make it clear that agreements which have been approved by the Board, or have been approved pursuant to an authority delegated by the Board, can be entered pursuant to the exception. Article 96(d) places a duty on each Director to obtain the prior approval of the Board before entering into any commitment permitted by section 228 of the 2014 Act.
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228
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1.
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To consider the Company’s financial statements and the Reports of the Directors and Auditors for the year ended 31 December 2014.
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2.
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To declare a dividend on the Ordinary Shares.1
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3.
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To consider the 2014 Directors’ Remuneration Report (excluding the Remuneration policy summary), the full text of which is set out in the 2014 Annual Report.2
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4.
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To re-elect the following Directors3:
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5.
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To authorise the Directors to fix the remuneration of the Auditors.
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6.
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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.4
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7.
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To consider and, if thought fit, to pass as an Ordinary Resolution5:
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8.
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To consider and, if thought fit, to pass as a Special Resolution6:
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9.
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To consider and, if thought fit, to pass as a Special Resolution:
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10.
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To consider and, if thought fit, to pass as a Special Resolution:
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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 an Ordinary Resolution:
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13.
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To consider and, if thought fit, to pass as an Ordinary Resolution:
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14.
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To consider and, if thought fit, to pass as a Special Resolution:
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(a)
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by the deletion in Clause 2 of the words “The Company is to be a public limited company” and the substitution therefor of the words “The Company is a public limited company for the purposes of Part 17 of the Companies Act 2014”; and
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(b)
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by the deletion in Clause 4(21) of the words “section 155 of the Companies Act 1963 and in any statutory modification or re-enactment thereof, or subsidiary (as defined by the said section 155)” and the substitution therefor of the words “the Companies Act 2014 and in any statutory modification or re-enactment thereof, or subsidiary (as defined in the Companies Act 2014)”.
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15.
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To consider and, if thought fit, to pass as a Special Resolution:
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(1)
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The final dividend, if approved, will be paid on the Ordinary Shares on 12 May 2015 to persons who were registered as shareholders at the close of business on 6 March 2015.
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(2)
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Resolution 3 is an advisory resolution and is not binding on the Company.
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(3)
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In accordance with the provisions of the U.K. Corporate Governance Code, all Directors retire and offer themselves for re-election, with the exception of Mr. J.W. Kennedy and Mr. D.N O’Connor, who are retiring and are not seeking re-election. Biographical details for each Director are set out on pages 51 to 53 in the 2014 Annual Report.
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(4)
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Section 160(2) of the Companies Act, 1963 provides that the auditor of an Irish company shall be automatically re-appointed 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. Having had regard to recent developments in corporate governance practice, the Directors have decided to provide shareholders with an opportunity to have a say on the continuation in office of Ernst & Young by way of an advisory, non-binding vote.
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(5)
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Resolution 7 proposes to renew the Directors’ authority to allot Ordinary/Income shares up to a maximum of 33% of the issued share capital of the Company at 25 February 2015.
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(6)
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Resolution 8 proposes to renew the Directors’ authority to disapply statutory pre-emption rights in relation to allotments of shares up to a maximum of 5% of the issued Ordinary/Income share capital of the Company at 25 February 2015. This limit is in accordance with generally accepted best practice.
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(7)
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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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(8)
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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, 5 May 2015. 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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(9)
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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, 5 May 2015. 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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(10)
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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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(11)
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Pursuant to Section 134A of the Companies Act, 1963 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, 5 May 2015 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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(12)
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Pursuant to Section 133B(1)(a) of the Companies Act, 1963 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 2015 Annual General Meeting, the latest date for submission of such requests/resolutions will be 26 March 2015. Further information in relation to shareholders’ rights can be obtained from the CRH website, www.crh.com.
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(13)
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Pursuant to Section 134C of the Companies Act 1963, 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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(14)
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Pursuant to Section 138 of the Companies Act, 1963, 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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(15)
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A copy of this Notice, the 2014 Annual Report and copies of documentation relating to the 2015 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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(16)
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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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(17)
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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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1.
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Consideration of financial statements and Reports of Directors and Auditors
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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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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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W.P. Egan
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(d)
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U-H. Felcht
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(e)
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N. Hartery
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(f)
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P.J. Kennedy
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(g)
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D.A. McGovern, Jr.
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(h)
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H.A. McSharry
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(i)
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A. Manifold
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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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M.S. Towe
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5.
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Remuneration of Auditors
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6.
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Continuation of Ernst & Young as Auditors
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7.
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Authority to allot Shares
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8.
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Disapplication of pre-emption rights
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9.
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Authority to purchase own Ordinary Shares
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10.
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Authority to re-issue Treasury Shares
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11.
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Notice Period for Extraordinary General Meetings
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12.
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Authority to offer Scrip Dividends
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13.
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Increase in Authorised Share Capital
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14.
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Amendments to Memorandum of Association
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15.
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Amendments to Articles of Association
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1.
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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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2.
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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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3.
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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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4.
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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 5th May 2015. A proxy may also be appointed electronically as explained overleaf.
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5.
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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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6.
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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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7.
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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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8.
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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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9.
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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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