CRH (CRH) Proxy filing summary

Executive summary

• Record 2025 financial results: revenues up 5% to $37.4B, net income up 8% to $3.8B, Adjusted EBITDA up 11% to $7.7B, and diluted EPS up 10% to $5.51.

• Total Shareholder Return for 2025 was 36.8%, with share price rising from $92.52 to $124.80.

• $4.1B invested in 38 acquisitions, including $2.1B for Eco Material Technologies, and $1.7B in growth capex.

• Continued long-term dividend growth policy; 2025 dividend increased 6% to $1.48 per share.

• Announced intention to delist from LSE and cancel legacy Preference Shares, subject to shareholder approval.

Voting matters and shareholder proposals

• 12 proposals at 2026 AGM: re-election of 12 directors, advisory vote on executive compensation, auditor appointment and compensation, renewal of authorities to issue shares, repurchase shares, re-issue treasury shares, and several proposals related to Preference Share cancellations and amendments to Articles.

• Preference Share cancellations involve court-approved schemes, capital reduction, and amendments to Articles.

• Shareholders to vote on removal of director qualification shareholding requirement.

Board of directors and corporate governance

• Board comprises 12 directors, 92% independent, with diverse skills in industry, finance, M&A, governance, and sustainability.

• Annual board and committee evaluations, with external facilitation in 2025.

• Board succession planning and refreshment are ongoing priorities.

• Five standing committees: Audit, Compensation, Nomination & Corporate Governance, Acquisitions/Divestments & Finance, and Safety/Environment/Social Responsibility.