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CRH PUBLIC LTD CO

For the period ended Dec 31, 2024. Filed Mar 28, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Mar 28, 2025

CRH$94.81-0.7%Stored close · as of Nov 6, 2026
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Contents

Proposal

Proposal 5 – Appointment of Deloitte & Touche LLP as Auditor and Authority to set the Compensation of the Auditor

The Board of Directors recommends that shareholders vote FOR the proposal to ratify the appointment of Deloitte & Touche LLP (“Deloitte U.S.”) as independent auditor of the Company and FOR the proposal to authorize the Board of Directors to fix the auditors’ compensation.

On February 24, 2025, the Audit Committee approved the appointment of Deloitte U.S. as its independent registered public accounting firm for the year ending December 31, 2025, and related interim periods, effective February 28, 2025. The decision to transition the Company’s independent registered public accounting firm follows the Company’s transfer of its primary listing to the NYSE. Deloitte Ireland LLP (“Deloitte Ireland”), the Company’s independent registered public accounting firm for the year ended December 31, 2024, will continue to serve as the Company’s statutory auditor under Irish law.

The Company requests shareholders’ non-binding ratification of the appointment of Deloitte U.S. as its independent registered public accounting firm. The Company also requests authorization for the Board to fix the compensation of Deloitte U.S., Deloitte Ireland and affiliated firms.

Representatives of Deloitte U.S. and Deloitte Ireland will be present at the 2025 AGM, will have the opportunity to make a statement if they desire to do so, and will be available to respond to questions.

Deloitte Ireland’s audit reports on CRH’s Consolidated Financial Statements as of and for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainties, audit scope or accounting principles. During the fiscal years ended December 31, 2024 and December 31, 2023 (i) there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act, as amended (“Regulation S-K”), and the instructions relating thereto, with Deloitte Ireland on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Deloitte Ireland, would have caused Deloitte Ireland to make reference to the subject matter of such disagreement(s) in connection with its audit reports on the Company’s Consolidated Financial Statements for the years ended December 31, 2024 and 2023, and (ii) there was no reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K and the instructions relating thereto.

Report of the Audit Committee

While management has the primary responsibility for the financial statements and the financial reporting process, including the system of internal controls, the Audit Committee reviews the Company’s audited financial statements and financial reporting process on behalf of the Board. The Company’s auditor, Deloitte Ireland, is responsible for performing an independent audit of the Company’s Consolidated Financial Statements in accordance with the standards of the U.S. Public Company Accounting Oversight Board (the “PCAOB”) and to issue a report thereon. The Audit Committee monitors those processes. In this context, the Audit Committee has met and held discussions with management and Deloitte Ireland regarding the fair and complete presentation of the Company’s results. The Audit Committee has discussed the significant accounting policies applied by the Company in its financial statements. Management has represented to the Audit Committee that the Company’s Consolidated Financial Statements were prepared in accordance with U.S. GAAP, and the Audit Committee has reviewed and discussed the Consolidated Financial Statements with management and the auditor. The Audit Committee has also discussed with Deloitte Ireland the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees” issued by the PCAOB.

In addition, the Audit Committee has received and reviewed the written disclosures and the letter from Deloitte Ireland required by the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence and discussed with Deloitte Ireland the auditor’s independence from the Company and its management in connection with the matters stated therein. The Audit Committee also considered whether the auditor’s provision of non-audit services to the Company and its tenure is compatible with the auditor’s independence. The Audit Committee has concluded that the auditor is independent from the Company and its management.

The Audit Committee discussed with the Company’s internal and external auditors the overall scope and plans for their respective audits. The Audit Committee meets separately with the internal and external auditors, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited Consolidated Financial Statements be included in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on February 26, 2025.

The Audit Committee and the Board believe that the appointment of Deloitte U.S. as the independent registered public accounting firm is in the best interests of the Company and its shareholders and has recommended that shareholders ratify the appointment of Deloitte U.S. as our independent auditor for the fiscal year ending December 31, 2025.

Submitted by the Audit Committee of the Board.

Shaun Kelly (Chair)

Richard Fearon

Badar Khan

Siobhán Talbot

Christina Verchere

CRH Notice and Proxy Statement 29

Fees of the Auditors

The Audit Committee is responsible for assessing the compensation of the independent registered public accounting firm in light of, among other things, the firm's qualifications and performance.

Deloitte Ireland has been the Company’s independent registered public accounting firm since April 23, 2020. The following table sets forth the aggregate fees for professional services rendered by Deloitte Ireland, the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates (together “Deloitte”), for the periods indicated in respect of the following categories. The Company did not pay any other fees to its auditors during the periods indicated below.

Deloitte
For the Year Ended December 31,
in $ millions20242023
Audit fees (i)3132
Audit-related fees (ii)12
Tax fees--
All other fees--
Total3234

(i)Represents the aggregate fees for professional services performed by Deloitte for the audit of our annual financial statements, internal control attestation procedures, statutory audits of our parent company and subsidiary financial statements and other services that are normally provided in connection with statutory and regulatory filings or engagements.

(ii)Represents fees for assurance and related services performed by Deloitte that are reasonably related to the performance of the audit or review of our financial statements. This includes employee benefit plan audits, agreed-upon procedures reports, and services in connection with the Company’s potential divestitures.

Pre-Approval Policies and Procedures

In order to ensure auditor independence and objectivity, the Audit Committee has adopted a policy which sets out the types of permitted and non-permitted non-audit services and those which require explicit prior approval. The policy of our Audit Committee is to pre-approve all audit and non-audit services provided by Deloitte. On an annual basis the Audit Committee will review and pre-approve the services which may be provided by the independent auditor. All of the audit and non-audit services carried out in the years ended December 31, 2024 and 2023 were pre-approved by the Audit Committee.

The fees paid to Deloitte for non-audit work in 2024, amounted to $1.3 million and represented approximately 4% of the total audit fees for the year.

The Audit Committee and the Board of Directors believe that the appointment of Deloitte U.S. as the independent registered public accounting firm is in the best interests of the Company and its shareholders and have recommended that shareholders authorize the Board of Directors to fix the compensation of Deloitte for the fiscal year ending December 31, 2025.

The resolutions in respect of Proposal 5(a) (the ratification of the appointment of Deloitte U.S., in a non-binding vote) and Proposal 5(b) (the authorization of the Board of Directors to fix Deloitte’s compensation, in a binding vote, which is an ordinary resolution under Irish company law), require that more than half the votes cast on this resolution must be cast “FOR” the resolutions. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of the vote on this Proposal.

As an advisory vote, the outcome of the vote on the appointment of Deloitte U.S. (Proposal 5(a)) will not be binding on CRH. However, the Board of Directors values the opinions and views of shareholders and will consider the outcome of the vote when making future decisions regarding the appointment of the auditor.

The text of the resolution in respect of Proposal 5 is as follows:

“That, by separate resolutions:

(a) in a non-binding vote, the appointment of Deloitte & Touche LLP as independent auditor of CRH plc is ratified; and

(b) in a binding vote, the Board of Directors is authorized to fix the compensation of Deloitte & Touche LLP, Deloitte Ireland LLP and affiliated firms.”

CRH Notice and Proxy Statement 30

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