2024 Notice of Meeting

and Proxy Statement

This document is important and requires your immediate attention.

If you are in any doubt as to any aspect of the Proposals referred to in this document or as to the action you should take, you should consult your own stockbroker, bank manager, solicitor or accountant or other independent professional adviser.

This document should be read as a whole. Your attention is drawn to the letter from the Chairman, which is set out on pages 5 to 7 of this document and which recommends that you vote in favor of each of the Proposals to be proposed at the 2024 Annual General Meeting. Each Proposal will be voted on by way of a poll. We recommend that you review the further information on the process for, and deadlines applicable to, attending the 2024 AGM and appointing a proxy in the General Information section on pages 64 to 66 of this Notice of Meeting and Proxy Statement.

The future imagined. The future made.

CRH creates solutions that solve today's challenges to make a better tomorrow.

As a leading provider of building materials solutions that build, connect and improve our world, CRH helps to make construction easier, safer and more sustainable.

We are an essential partner for transportation and critical utility infrastructure projects, complex non-residential construction and outdoor living solutions.

Table of Contents

Letter from the Chairman

5

2023 Highlights

8

CRH Fiscal Year 2023 Annual Documents

12

Notice of 2024 Annual General Meeting

13

Proposals Requiring Your Vote

14

Proposal 1 - Re-election of Directors

14

Proposal 2 - Advisory Vote to Approve Executive Compensation

23

Proposal 3 - Appointment of Deloitte as Auditor and Authority to set

24

Compensation

Proposal 4 - Renewal of the Annual Authority of the Board of Directors to Issue

26

Shares

Proposal 5 - Renewal of Annual Authority of the Board of Directors to Issue

27

Shares for Cash without first Offering Shares to Existing Shareholders

Proposal 6 - Renewal of the Annual Authority of the Board of Directors to make

28

Market Purchases of the Company's Issued Share Capital

Proposal 7 - To Determine the Price Range at which the Company can Re-

29

Issue Shares that it holds as Treasury Shares

Corporate Governance

30

Compensation Discussion & Analysis (CD&A)

39

Stock Ownership Information

61

Securities Authorized for Issuance Under Equity Compensation Plans

62

Related Party Transactions

63

General Information

64

Annex A - Reconciliation of Non-GAAP Figures

67

Forward Looking Statements - Safe Harbor Provisions Under The Private Securities Litigation Reform Act Of 1995

This document contains forward-looking statements with respect to the financial condition, results of operations, business and future performance of CRH. These forward-looking statements include all matters that are not matters of fact at the date of this document and include statements about plans and expectations regarding CRH's corporate governance and executive compensation, strategic priorities, the appointment and terms of directors and officers, CRH's share buyback program and dividends, financial capacity and capital allocation, shareholder engagement, the expected benefits of CRH's primary listing on the New York Stock Exchange and transition to U.S. domestic issuer status, growth drivers and decarbonization targets, sustainability and diversity related initiatives. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future and reflect the Company's current expectations and assumptions as to such future events and circumstances that may not prove accurate. You are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of the date of this document. The Company expressly disclaims any obligation or undertaking to publicly update or revise these forward-looking statements other than as required by applicable law. For a discussion of some of the risks and important factors that could cause actual outcomes and results to differ materially different from those expressed herein, see "Risk Factors" in our Annual Report on Form 10-K.

Letter from the Chairman

Driving further shareholder value through our integrated solutions strategy

Dear Shareholder,

I am pleased to invite you to attend the Annual General Meeting of CRH plc to be held on April 25, 2024 at 11:00 a.m. (Dublin) at the Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin, Ireland (the "2024 AGM"). Details in relation to attending and voting on the Proposals on the agenda for the 2024 AGM are set out on pages 64 to 66 of this Notice of Meeting and Proxy Statement.

Performance & Strategy

CRH delivered another record result in 2023. Adjusted EBITDA* increased 15% to $6.2 billion in 2023 (2022: $5.4 billion) and Earnings per Share (EPS) increased 22% to $4.36 (2022: $3.58). Excluding the non-cash impairment charge, EPS was $4.65, 30% higher than the prior year (2022: $3.58). Our unique integrated solutions strategy, coupled with our ongoing focus on commercial and operational excellence, supported this record performance, while our strong cash generation and disciplined approach to capital allocation provides further opportunities to create value for all of our shareholders.

The total dividend per share for 2023 was increased by 5%, with the final dividend being accelerated and paid as a second interim dividend on January 17, 2024. The payment of the second interim dividend was to facilitate the Company's transition to a quarterly dividend cadence in 2024 following our transition to a primary listing on the New York Stock Exchange (NYSE) during 2023. As part of our ongoing share buyback program, we repurchased 54.9 million Ordinary Shares in 2023 (2022: 29.8 million) for a total consideration of $3.0 billion (2022: $1.2 billion). On December 21, 2023, the Company commenced a further tranche of $0.3 billion which completed on February 28, 2024 and the Board has extended the program with an additional

$0.3 billion tranche to be completed no later than May 9, 2024. We will continue to assess our share buyback program throughout 2024, with further updates on a quarterly basis. The increase in our dividend and share buyback program in 2023 demonstrates our confidence in the outlook for our business and our continued strong cash generation.

Listing Changes

At an Extraordinary General Meeting of the Company held on June 8, 2023, shareholders overwhelmingly approved the unanimous recommendation of the Board and management team to transition to a U.S. primary listing on the NYSE. Shareholders also approved the transfer of CRH's listing category of Ordinary Shares on the London Stock Exchange (LSE) from a premium listing to a standard listing. These listing changes, together with the cancellation of CRH's secondary listing of Ordinary Shares on Euronext Dublin, became effective on September 25, 2023.

North America currently represents approximately 75% of Adjusted EBITDA* and is expected to be a key driver of future growth for CRH. We believe a U.S. primary listing will bring increased commercial, operational and acquisition opportunities for our business, further accelerating our

* Represents a non-GAAP measure. See the discussion within 'Reconciliation of Non-GAAP Figures' on pages 67 to 69.

CRH Notice and Proxy Statement 5

successful integrated solutions strategy and delivering even higher levels of profitability, cash and returns for our shareholders.

Board Composition

Our Board consists of 13 highly experienced and diverse Directors with a balance of tenures. We have a robust process for appraising the performance of Directors and for evaluating the effectiveness of the Board and its Committees.

During 2023, Christina Verchere joined the Board as a non-management Director. Christina brings extensive operational experience within capital-intensive businesses in the geographic regions in which CRH operates, including Eastern Europe and North America, and her knowledge in the areas of energy transition and climate change enhance the skills and expertise of the Board as we continue to execute our strategy and drive shareholder value.

The biographies of the current Board members, each of whom offers their resignation at the 2024 AGM and being eligible seeks re-election, are set out on pages 17 to 20. Details of their experience, skills and diversity are set out on pages 15 and 16. Having reviewed the performance of each Board member, and the independence of the non-management Directors, the Nomination & Corporate Governance Committee and the Board recommends their re-election by shareholders.

Executive Compensation

The compensation policy approved by shareholders at the 2022 AGM under UK corporate governance norms will continue in force for 2024. During 2024, a Board approved framework in line with U.S. governance norms will be developed for introduction in 2025.

The report from the Compensation Committee on page 39 and the detailed disclosures in the "Compensation Discussion & Analysis" section on pages 39 to 60 outline how our compensation policies were applied during 2023.

The Board is satisfied that there was an appropriate alignment between strategic delivery and business performance with compensation outcomes during the year.

Reporting and Governance Arrangements

CRH's financial statements for 2023 were prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) and filed with the U.S. Securities & Exchange Commission (SEC) on Form 10-K on February 29, 2024 (the "2023 Annual Report on Form 10-K"). To comply with CRH's ongoing obligations under the Irish Companies Act 2014 (the "Companies Act 2014"), CRH will also continue to prepare financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (the "Irish Statutory Accounts"). A copy of the Irish Statutory Accounts for 2023 is available on the CRH website, www.crh.com.

During 2024, CRH will continue to qualify as a Foreign Private Issuer (FPI) as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, CRH has voluntarily chosen to file its 2023 Annual Report on Form 10-K with the SEC instead of filing on the reporting forms available to FPIs. CRH's disclosures continue to comply with the rules applicable to Irish companies under Irish company law and governance requirements.

In addition, the Board has adopted corporate governance guidelines which meet the requirements outlined in NYSE Rule 303A.09 (the "CRH Governance Guidelines"). The CRH Governance Guidelines also represent the corporate governance code that the Company has adopted in place of the 2018 UK Corporate Governance Code (the "UK Code"), which the Board ceased to apply following the listing change referred to on page 5. While the UK Code no longer applies to CRH, our governance arrangements and disclosures are generally responsive to its provisions. The CRH Governance Guidelines, together with the charters of CRH's Board committees and CRH's Code of Ethics, are available on the CRH website, www.crh.com.

Board Priority Areas

Priority Area Commentary

A key area of focus for the Board is to drive continued

shareholder value creation through the development and

Strategy

expansion of the Company's integrated solutions strategy

and by leveraging the opportunities that will arise following

CRH's transition to a primary listing on the NYSE.

The Board paid significant attention to the allocation of

capital between capital expenditure (both of a replacement

Capital

and development nature), acquisitions and disposals of

assets and businesses as part of the ongoing strategic

Allocation

configuring of CRH's portfolio and cash distributions to

shareholders through dividend payments and share

buybacks.

Succession planning continues to be a focus area for the

Board. In particular, while no decisions have been made

Succession

regarding timing or candidates, the Board has a well-defined

Planning

process for managing Chief Executive succession in the

medium-term, with plans for short-term emergency

candidates if required for any circumstances.

Very regrettably, there were 4 reportable fatalities in 2023.

The Board and the Safety, Environment and Social

Responsibility (SESR) Committee have received detailed

reports on the background circumstances of these

incidents. The SESR Committee has also received follow-up

Safety

reports on the investigations into the root causes in each

case. In addition, management with the help of external

safety consultants has commenced a project to provide

additional insights into factors that may contribute to

fatalities and accidents and to support our absolute focus on

working towards zero harm across CRH.

During 2023, the Board continued its process of

engagement with employees, through in-person and virtual

Employee

meetings, which afforded the non-management Directors

Engagement

opportunities to gain an understanding of the alignment of

the employee experience of working for CRH with the

Company's Purpose and strategy.

CRH has set an industry-leading target of a 30% reduction

in absolute carbon emissions by 2030. Among the initiatives

aimed at supporting the achievement of this goal, the Board

has approved a number of capital expenditure projects in

the Americas and Europe and has continued to invest in

ground-breaking technologies through the Company's

$250 million Venturing and Innovation Fund.

Our 2023 Sustainability Performance Report, which will

Sustainability

contain our Sustainability Accounting Standards Board

(SASB) disclosures, is expected to be published on the CRH

website, www.crh.com, in the coming weeks. Our

disclosures under the Task Force on Climate-Related

Financial Disclosures (TCFD) framework are included within

our Irish Statutory Accounts, which are available on the CRH

website, www.crh.com. Please note that the Sustainability

Performance Report and other information regarding our

sustainability practices on our website do not constitute part

of, and are not incorporated by reference into, this Notice of

Meeting and Proxy Statement.

CRH Notice and Proxy Statement 6

Shareholder Engagement

Communications with shareholders are given high priority and the Company devotes considerable time and resources each year to shareholder engagement. We recognize the importance of effective dialogue as an integral element of good corporate governance. The Investor Relations team, together with the Chief Executive, Chief Financial Officer and other senior executives, regularly meet with institutional shareholders. Detailed reports on the issues covered in those meetings and the views of shareholders are regularly circulated to the Board.

In addition, over the past year I have had considerable engagement with shareholders on governance matters. Details of the topics covered in these meetings, which include the Board's priorities summarized on page 6, are set out on page 33. The feedback from these meetings was also provided to the Board and relevant Committees.

Conclusion

On behalf of the Board, I would like to express our appreciation to all of our employees for their commitment and efforts during the year and to the management team led by our Chief Executive, Albert Manifold. I am confident that our clearly defined Purpose, which is directly aligned with our strategy, focus on operational performance and the development of our employees whilst providing commercial solutions for our customers' needs, provides a valuable underpin for CRH's evolution and the future success of your Company.

Your Board considers that all of the Proposals set out in the Notice of Meeting of the 2024 Annual General Meeting on page 13 are in the best interests of shareholders as a whole. Accordingly, the Board unanimously recommends that you vote 'FOR' each Proposal, as they intend to do in respect of their own shareholdings.

Richie Boucher

Board Chairman

March 15, 2024

CRH Notice and Proxy Statement 7

2023 Highlights

1. Record financial performance

CRH delivered a record financial performance in 2023 with further growth in profits, margins, cash and returns. This strong performance is testament to the effectiveness of CRH's differentiated solutions strategy in propelling our business to the next level of growth and performance.

Revenues

Adjusted EBITDA*1

Adjusted EBITDA Margin*2

$34.9bn

$6.2bn

17.7%

+7% p

+15% p

+120bps p

$34.9bn

$5.4bn

$6.2bn

17.7%

$32.7bn

16.5%

16.5%

$29.2bn

$4.8bn

2021

2022

2023

2021

2022

2023

2021

2022

2023

Operating Cash Flow*3

Return on Net Assets

Earnings Per Share (EPS)

$5.0bn

(RONA)*4

Pre-impairment*5

15.3%

$4.65

+32% p

+200bps p

+30% p

$4.0bn

$3.8bn

$5.0bn

13.3%

15.3%

$3.58

$4.65

12.7%

$3.12

2021

2022

2023

2021

2022

2023

2021

2022

2023

  • Represents a non-GAAP measure. See the discussion within 'Reconciliation of Non-GAAP Figures' on pages 67 to 69.
    1 Net income $3.1 billion (2022: $3.9 billion) is the GAAP figure which is most comparable to Adjusted EBITDA.
    2 The GAAP figures which are most comparable to Adjusted EBITDA margin are: Net income $3.1 billion (2022: $3.9 billion)/total revenues $34.9 billion (2022: $32.7 billion).
    3 Operating cash flow refers to net cash provided by operating activities as reported in the Consolidated Statements of Cash Flows in the 2023 Annual Report on Form 10-K.4 Return on Net Segment Assets 14.4% (2022: 13.1%) is the GAAP figure which is most comparable to Return on Net Assets.
    5 EPS $4.36 (2022: $3.58) is the GAAP figure which is most comparable to EPS Pre-Impairment.

CRH Notice and Proxy Statement 8

2. Share price reached a new high

The CRH share price performed strongly in 2023, significantly outperforming the S&P 500 over the 12 months to December 31, 2023. In addition, in the five years since 2018 CRH's cumulative total shareholder return has outperformed both the S&P 500 Index and the S&P 500 Materials Index.

CRH Share Price Performance in 12 months to December 31, 2023

5 Year Comparative Total Return to Shareholders 2018 - 20236

$350

$300

$250

CRH plc

$200

S&P 500

S&P 500 Materials

$150

$100

$50

2018

2019

2020

2021

2022

2023

  • The graph assumes that the initial investment in our Ordinary Shares and each index was $100, with reinvestment of dividends. Performance data for the Company is provided as of the last trading day of each relevant fiscal year.

CRH Notice and Proxy Statement 9

3. Progress on sustainability

Sustainability is deeply embedded in all aspects of our business and in 2023, CRH continued to make progress on our key priorities - water, circularity and decarbonization. This includes our industry-leading target to deliver a 30% reduction in absolute carbon emissions by 2030, keeping us on the path to achieving our overall ambition of becoming a net-zero business by 2050. The Science Based Targets initiative (SBTi) has validated our 2030 emissions reduction targets, to be in line with a 1.5°C trajectory. CRH continues to make progress against these targets, reducing Scope 1 and 2 CO2e emissions by 8% in 2023.

Creating value through our sustainable solutions

Revenue from products with enhanced sustainability attributes7 ($ billion)

11.4

12.6

13.9

#1

43.9m tonnes

9.4

The largest recycler in

wastes and by-products from

North America

other industries recycled in 2023

(2022: 42.4mt)

2020

2021

2022

2023

0.9kg/$ Revenue

CO2e emissions per dollar of revenue in 20238 (2022: 1.0kg/ $ Revenue)

Executing against our 2030 target to deliver a 30% reduction in absolute CO2e emissions

Total CO2e emissions (mt)

48

47

44

34

8%

36%

1.5°C

reduction in Scope 1

alternative fuels used in our

aligned 2030 targets validated

and 2 CO2e

cement plants

by SBTi

emissions in 2023

2021

2022

2023

2030 target

  • Revenue derived from products that incorporate any, or a combination of; recycled materials; are produced using alternative energy and fuel sources; have a lower-carbon footprint as compared to those produced using traditional manufacturing processes; and/or are designed to specifically benefit the environment (i.e. water treatment and management systems, products with strong thermal mass/U-values).
  • Scope 1 and 2 CO2e emissions (kg/$ revenue). CO2e emissions subject to final verification under the European Union Emissions Trading System (EU ETS).

CRH Notice and Proxy Statement 10

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CRH plc published this content on 15 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2024 15:00:19 UTC.