09206edb-da67-4914-b813-5b1a33843a9f.pdf

8 July 2016‌‌‌‌‌‌

The Manager

Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street

SYDNEY NSW 2000

James Hardie Industries plc Europa House 2nd Floor, Harcourt Centre

Harcourt Street, Dublin 2, Ireland

T: +353 (0) 1 411 6924

F: +353 (0) 1 479 1128

Dear Sir/Madam

James Hardie 2016 Annual General Meeting pack

I enclose a copy of the following documents, which will be sent to shareholders over the next few days:

  • 2016 AGM Notice of Meeting, Voting Instruction Form and Question Form;

  • 2016 Annual Report; and

  • 2016 Annual Review.

    Yours faithfully

    Natasha Mercer

    Company Secretary

    James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland.

    Directors: Michael Hammes (Chairman, USA), Brian Anderson (USA), Russell Chenu (Australia),

    Andrea Gisle Joosen (Sweden), David Harrison (USA), Alison Littley (United Kingdom), Donald McGauchie (Australia), James Osborne, Rudy van der Meer (Netherlands).

    Chief Executive Officer and Director: Louis Gries (USA)

    Company number: 485719

    ARBN: 097 829 895

    ®

    JAMES HARDIE INDUSTRIES PLC

    NOTICE OF 2016

    ANNUAL GENERAL

    MEETING

    NOTICE OF 2016

    ANNUAL GENERAL MEETING

    Notice is given that the Annual General Meeting (AGM) of James Hardie Industries plc (James Hardie or the Company) will be held on Thursday, 11 August 2016 in James Hardie's Corporate Headquarters, The Cork Room, Europa House, 2nd Floor, Harcourt Centre (Block 9), Harcourt Street, Dublin 2, Ireland at 7:00am (Dublin time).

    ATTENDANCE AT AGM

    Persons registered as shareholders as at 7:00pm (Sydney time) / 10:00am (Dublin time) on Tuesday, 9 August 2016 may attend the AGM in person in Dublin.

    Shareholders wishing to participate in the AGM can also participate remotely via teleconference, during which they will have the same opportunities to ask questions as people attending the AGM in person.

    Shareholders or proxies will all be able to ask questions of the Board of Directors of James Hardie (Board) and the Company's external auditor, Ernst & Young LLP. To enable more questions to be answered, enclosed is a form that you can use to submit questions in advance of the AGM, whether or not you will

    be attending.

    Shareholders or proxies not present at the AGM wishing to ask questions can do so in the manner described on page 4 of this booklet.

    CONTENTS OF THIS BOOKLET

    This booklet contains:

    • the Agenda for the AGM setting out the resolutions proposed to be put to the meeting;

    • Explanatory Notes describing the business to be conducted at the meeting;

    • information about who may vote at the AGM and how they may cast their vote;

    • details of how shareholders can attend the meeting in person in Dublin; and

    • details of how shareholders can participate in the meeting remotely by teleconference.

      NOTICE AVAILABILITY

      Additional copies of this booklet can be downloaded from James Hardie's Investor Relations website (http://www.ir.jameshardie. com.au/jh/shareholder_meetings.jsp) or they can be obtained

      by contacting the Company's registrar, Computershare Investor Services Pty Limited (Computershare), by calling:

    • 1300 855 080 from within Australia; or

§ +61 3 9415 4000 from outside Australia.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should immediately consult your investment or other professional advisor.

James Hardie Industries plc ARBN 097 829 895, with registered office at Second Floor, Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland and registered in Ireland under company number 485719.

The liability of its members is limited.

2

AGENDA AND BUSINESS

OF THE ANNUAL GENERAL MEETING

Explanations of the background, rationale and further information for each proposed resolution are set out in the Explanatory Notes on pages 6 to 10 of this Notice of Meeting.

The following are items of ordinary business:

  1. Financial statements and reports for fiscal year 2016

    To review James Hardie's affairs and to consider and, if thought fit, pass the following resolution as an ordinary resolution:

    To receive and consider the financial statements and the reports of the Board and external auditor for the fiscal year ended 31 March 2016.

    The vote on this resolution is advisory only.

  2. Remuneration Report for fiscal year 2016

    To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution:

    To receive and consider the Remuneration Report of the Company for the fiscal year ended 31 March 2016.

    The vote on this resolution is advisory only.

  3. Re-election of Directors

    To consider and, if thought fit, pass each of the following resolutions as separate ordinary resolutions:

  4. That Michael Hammes, who retires by rotation in accordance with the Company's Constitution, be re-elected as a director.

  5. That David Harrison, who retires by rotation in accordance with the Company's Constitution, be re-elected as a director.

  6. Authority to fix the External Auditor's Remuneration

    To consider and, if thought fit, pass the following resolution as an ordinary resolution:

    That the Board be authorised to fix the remuneration of the external auditor for the fiscal year ended 31 March 2017.

    The following are items of special business:

  7. Grant of Return on Capital Employed Restricted Stock Units

    To consider and, if thought fit, pass the following resolution as an ordinary resolution:

    That the award to Louis Gries, James Hardie's Chief Executive Officer, of up to a maximum of 336,470 return on capital employed (ROCE) restricted stock units (ROCE RSUs), and his acquisition of ROCE RSUs

    and ordinary shares of James Hardie (Shares) issuable thereunder, up to that number, be approved for all purposes in accordance with the terms of the 2006 Long Term Incentive Plan (as amended) (2006 LTIP) and on the basis set out in the Explanatory Notes.

  8. Grant of Relative Total Shareholder Return Restricted Stock Units

  9. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

    That the award to Louis Gries of up to a maximum of 380,079 relative total shareholder return (TSR) restricted stock units (Relative TSR RSUs), and his acquisition

    of Relative TSR RSUs and Shares issuable thereunder, up to that number, be approved for all purposes in accordance with the terms of the 2006 LTIP and

    on the basis set out in the Explanatory Notes.

    VOTING EXCLUSION STATEMENT

    In accordance with the ASX Listing Rules, James Hardie will disregard any votes cast on Resolutions 5 and 6 of this Notice of Meeting if they are cast by Louis Gries (who is eligible to participate in the employee incentive schemes which are the subject of Resolutions 5 and 6) or his associates. Mr Gries and his associates will not have their votes disregarded if: (i) they are acting as a proxy for a person who is entitled to vote, in accordance with the directions on a Voting Instruction Form; or (ii) they are chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on a Voting Instruction Form to vote as the proxy decides.

    Notes on voting and Explanatory Notes follow, and a Voting Instruction Form and Question Form are enclosed.

    By order of the Board.

    Natasha Mercer Company Secretary 8 July 2016

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    JAMES HARDIE NOTICE OF MEETING 2016

James Hardie Industries plc published this content on 08 July 2016 and is solely responsible for the information contained herein.
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