CRH (CRH) Proxy Filing summary

Executive summary

• Delivered 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.

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

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

• Continued share buybacks ($1.2B) and increased dividend by 6% to $1.48 per share.

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

Voting matters and shareholder proposals

• 12 proposals at the 2026 AGM: re-election of 12 directors, advisory vote on executive compensation, auditor appointment and compensation, renewal of share issuance and buyback authorities, cancellation of Preference Shares, and amendments to Articles.

• Special business includes cancellation of 5% and 7% Preference Shares via court-approved schemes, with cash consideration at a significant premium to nominal value.

• Proposal to amend Articles to remove director qualification shareholding requirement.

Board of directors and corporate governance

• Board comprises 12 directors with diverse backgrounds and skills; all standing for re-election.

• Board evaluation process includes external facilitation; annual review of director performance and independence.

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

• Chair and CEO roles are separated; robust succession planning in place.