CRH PUBLIC LTD CO

CRH Notice and Proxy Statement 23

Proposal 4 – Approval of the CRH plc Equity Incentive Plan

The Board of Directors recommends that shareholders vote FOR the proposal to approve the CRH plc Equity Incentive Plan.

The Board believes that share-based incentives are important factors in attracting and retaining highly qualified executives and non-management Directors, and that such incentives help to align the interests of those executives and Directors with the interests of our shareholders. Following a comprehensive review of CRH’s compensation practices by the Compensation Committee over the last year, the Compensation Committee recommended to the Board that an equity incentive plan, which aligns with plans typically operated by U.S. public companies should be put in place. On March 14, 2025 the Board unanimously adopted the CRH plc Equity Incentive Plan (the “Equity Incentive Plan”), subject to its approval by our shareholders.The Equity Incentive Plan replaces the 2014 Performance Share Plan, which was approved by shareholders at the AGM in 2014 and expired in April 2024, and all other Board-approved discretionary share plans in operation (other than the Savings-related Share Option and the Share Participation Schemes for eligible employees in Ireland and the United Kingdom). Under the Equity Incentive Plan, share awards can be made to employees, consultants and non-management Directors. The total number of ordinary shares which can be used for awards under the Equity Incentive Plan is 15 million.

In line with widespread compensation practices for other U.S. public companies, the Equity Incentive Plan includes limits on the compensation of non-management Directors which, if the Equity Incentive Plan is approved, will apply to the fees (whether cash or equity) payable to non-management Directors. Furthermore, under Article 88(a) of the Company’s current Articles, shareholder approval at a general meeting is required for fees paid to non-management Directors. As a result, shareholders are being requested to approve the limits included in the Equity Incentive Plan for the purposes of Article 88(a).

Highlights of the Equity Incentive Plan

Best Practices

The Equity Incentive Plan promotes good governance and includes features that protect shareholders’ interests, including:

•No liberal share recycling. Shares subject to an award that is forfeited, expires or is settled for cash (in whole or in part), to the extent of such forfeiture, expiration or cash settlement may be reused for future grants of awards and will be added back in the same number of shares as were deducted in respect of the grant of such award.

•Forfeiture and clawback. The Compensation Committee may determine in its discretion that an award will be forfeited, cancelled or suspended and/or repaid to us upon specified terms.

•No dividends or dividend equivalents on any unvested awards. The Equity Incentive Plan provides that any dividends paid on restricted shares and any dividend equivalent rights granted in respect of other awards will accrue during the period in which such awards are unvested and will only be paid to the holder of the award if and to the extent that the award vests. No dividends or dividend equivalents may be paid prior to vesting of the applicable awards.

•No discounted share options or share appreciation rights (“SARs”). All share options and SARs granted under the Equity Incentive Plan must have a per share exercise price or base value that is not less than the fair market value of the underlying shares on the date of grant.

•No Reloads or Repricings. The Equity Incentive Plan prohibits the use of reload options or SARs and the repricing of options or SARs without shareholder approval.

•No transferability. Awards made under the Equity Incentive Plan generally may not be transferred, except by will or the laws of descent and distribution.

•No single-trigger Change in Control vesting. The Equity Incentive Plan provides for a default of double-trigger Change in Control vesting.

Burn Rate and Overhang

In determining to adopt the Equity Incentive Plan, the Board considered CRH’s historic share usage under its equity compensation plans (sometimes referred to as “burn rate”) and the potential dilution of CRH’s shareholders that could occur with respect to the Company’s equity plans (sometimes referred to as “overhang”), each of which is summarized below.

Burn Rate

Burn rate provides a measure of our annual share utilization. The three-year burn rate is calculated as the total number of shares granted under our share incentive plans as a percentage of the annual weighted average diluted shares. As shown in the following table, the Company’s three-year average burn rate was 0.42%.

(i)Includes awards granted under the 2014 Deferred Share Bonus Plan, which are satisfied by open market purchases and are not included in note 17 to the financial statements appended to the 2024 Annual Report, and for 2022, awards under the Savings-related Share Option Schemes.

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Overhang

Overhang provides a measure of potential dilution. The Equity Incentive Plan replaces the 2014 Performance Share Plan, which expired by its terms in May 2024, and the 2014 Deferred Share Bonus Plan and 2013 Restricted Share Plan, under which no future awards will be made unless the Equity Incentive Plan is not approved by CRH’s shareholders. Consistent with UK practice, the 2014 Performance Share Plan, the 2014 Deferred Share Bonus Plan and 2013 Restricted Share Plan are not subject to individual share limits. If the Equity Incentive Plan is approved by CRH’s shareholders, the Company will have an aggregate of 16.5 million ordinary shares available under equity compensation plans, comprised of 15 million ordinary shares available for issuance pursuant to future awards under the Equity Incentive Plan and 1.5 million available for issuance under the Savings-related Share Option Schemes described below.

The Equity Incentive Plan does not replace the Savings-related Share Option Schemes that may be offered by CRH’s Irish and UK employing entities, the last grant under which was made under the UK Savings-related Share Option Scheme in October 2022. The last grant made under the Irish Savings-related Share Option Scheme was made in 2019. As with the three plans described above, these schemes are not subject to individual share limits. In practice, the number of shares issuable pursuant to these schemes is limited by the maximum monthly savings limits that apply to participants within the terms of the schemes. If the Equity Incentive Plan is approved by CRH’s shareholders, no greater than 1.5 million shares will be issued under the Savings-related Share Option Schemes.

The Equity Incentive Plan also does not replace Irish Revenue-approved share participation schemes that are offered by CRH’s Irish employing entities, in which participating employees may elect to purchase (at the then-fair market value) shares with an aggregate value not to exceed €12,700 on annual basis, which shares are then held in a trust for a minimum holding period. As these schemes do not involve the grant or issuance of shares, or the purchase of shares at a discount, but rather the purchase of shares in the open market for the then-fair market value. CRH does not view these schemes as dilutive to shareholders and thus have not included the potential shares that may be purchased under these schemes in the future in the overhang calculation.

As of March 12, 2025, the Record Date for the 2025 AGM, we had 677,801,341 million ordinary shares outstanding. The table below sets forth, as of the Record Date for the 2025 AGM, information regarding outstanding equity awards under all of our equity compensation plans and the maximum number of shares available for future awards under all of our equity compensation plans as described above.

(i)Represents outstanding awards as of March 12, 2025 under the 2014 Performance Share Plan, the 2014 Deferred Share Bonus Plan and the 2013 Restricted Share Plan, with performance-based awards reported at maximum performance and including dividend equivalents accrued to date. All awards under the 2014 Performance Share Plan are unearned. There are no stock options or similar instruments outstanding.

(ii)The 2014 Performance Share Plan expired in May 2024 and no further grants will be made under that plan.

(iii)No further grants will be made under the 2014 Deferred Share Bonus Plan and 2013 Restricted Share Plan following the conclusion of the 2025 AGM unless the Equity Incentive Plan is not approved by CRH’s shareholders. However, to the extent that any awards were to be made under these plans in the period from March 12, 2025 to the date of approval of the Equity Incentive Plan, such awards would be deducted on a share for share basis from the 15 million shares requested under the Equity Incentive Plan. In addition, any vesting or release of outstanding awards under the 2014 Deferred Share Bonus Plan and the 2013 Restricted Share Plan will be satisfied through open market purchases.

(iv)All awards under the Irish share participation schemes are satisfied through open market purchases at the then-fair market value, with the purchase price paid by the participant.

(v)In relation to the Savings-Related Share Option Schemes (UK and Ireland) no grants have been made under these schemes since October 2022.

(vi)As discussed above, if the Equity Incentive Plan is approved by CRH’s shareholders, no greater than 1.5 million shares will be issuable under the Savings-related Share Option Schemes.

Accordingly, our fully diluted overhang as of the Record Date of the 2025 AGM was 3.4%.

Key Terms of the Equity Incentive Plan

The following summary of the material terms of the Equity Incentive Plan is qualified in its entirety by reference to the complete text of the Equity Incentive Plan, which is attached hereto as Annex B.

Purpose

The purpose of the Equity Incentive Plan is to: (1) attract, retain and motivate eligible employees, non-management Directors and consultants of CRH; (2) provide an opportunity for such individuals to acquire our ordinary shares; and (3) align the interests of such persons with CRH’s shareholders.

Eligible Recipients of Awards

Grantees under the Equity Incentive Plan may include: (1) employees, (2) non-management Directors, and (3) consultants. As of December 31, 2024, it is expected that approximately 79,800 employees and all of our non-management Directors (11 as of December 31, 2024) will be eligible to participate in the Equity Incentive Plan.

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Ordinary Shares Subject to the Equity Incentive Plan

The aggregate number of ordinary shares for which grants of awards may be made under the Equity Incentive Plan is 15 million. Shares granted pursuant to an award under the Equity Incentive Plan that are cancelled, terminate, expire or are forfeited without having been exercised, or are settled in cash, will again be available for grants under the Equity Incentive Plan. Awards granted in substitution for awards of an acquired company will not be included for the purposes of calculating the total number shares available under the Equity Incentive Plan.

Limits on Non-management Director Awards and Cash Fees

The maximum value of awards under the Equity Incentive Plan that can be granted during any calendar year to any non-management Director, together with any cash fees paid to such Director, solely with respect to his or her service as a member of the Board, is $950,000.

Other Limitations of Awards

Except to the extent provided in an award agreement under the Equity Incentive Plan and as it relates to transfers by will or under the laws of descent and distribution, awards are not transferable.

Administration

The Equity Incentive Plan will generally be administered by the Compensation Committee. Subject to the terms of the Equity Incentive Plan, the Compensation Committee has authority to interpret the Equity Incentive Plan, determine the recipients of awards, grant awards thereunder and prescribe terms and conditions of the awards granted (including setting forth provisions with regard to termination of employment or service) and waive any restrictions, conditions or limitations imposed on an award at the time the award is granted or at any time thereafter. The Compensation Committee can also delegate any of its powers, responsibilities and duties in accordance with applicable law and subject to the terms of the Company’s Articles, after assessing the extent to which any delegation may cause awards to fail to meet the requirements of Rules 16(b)-3(d)(1) or 16(b)-3(e) under the Exchange Act.

Types of Awards

Each award granted under the Equity Incentive Plan will be evidenced by an award agreement that will contain such terms and conditions as the Compensation Committee deems appropriate. The types of awards that may be granted under the Equity Incentive Plan are:

•Performance Share Units. Performance share units (“PSUs”) are a right to receive ordinary shares, or an equivalent amount in cash, based on the achievement during a specified performance period (the length of which will be determined by the Compensation Committee) of certain performance goals determined by the Compensation Committee. Any PSUs that are granted with dividend equivalents will accrue dividend equivalents at the time and at the same rate as dividends are paid on our ordinary shares, and such dividend equivalents will be released to the recipient if and to the extent that the PSUs vest.

•Restricted Share Units. Restricted share units (“RSUs”) are unfunded, unsecured rights to receive ordinary shares, or an equivalent amount in cash, on the delivery date. The RSUs are subject to transfer and/or other restrictions, including forfeiture conditions, as set forth in the applicable award agreement. The holder of RSUs will not have any of the rights of a shareholder until such time as ordinary shares, if any, are actually issued. Any RSUs that are granted with dividend equivalents will accrue dividend equivalents at the time and at the same rate as dividends are paid on our ordinary shares, and such dividend equivalents will be released to the recipient if and to the extent that the RSUs vest.

•Share Options. Share options may be granted as incentive share options (“ISOs”) (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) or non-statutory share options. A share option entitles the grantee to purchase our ordinary shares at a fixed exercise price, which will not be less than 100% of the fair market value of our ordinary shares (or, in the case of an ISO granted to a person owning shares possessing more than 10% of the combined voting power of all classes of shares of us, any of our subsidiaries or parents, 110% of the fair market value of our ordinary shares) on the date the option is granted. No share option can be exercised more than ten years (or, in the case of any ISO granted to 10% shareholders described in the preceding sentence, five years) after the date of grant and no reload option rights may be granted in connection with share options.

•SARs. SARs entitle the grantee to receive a number of our ordinary shares, cash or other property, equal to the excess of the fair market value of our ordinary shares over the exercise price of the SAR. The exercise price of a SAR will be not less than 100% of the fair market value of our ordinary shares on the date the SAR is granted. No SARs can be exercised more than ten years after the date of grant.

•Restricted Shares. Restricted shares are shares of our ordinary shares that are subject to certain restrictions as set forth in the applicable award agreement. A holder of restricted shares has all the rights of a shareholder with respect to such shares, including voting and dividend rights (provided that dividends on unvested restricted shares will be paid only if and when the restriction period lapses).

•Other Share-based or Cash-based Awards. The Compensation Committee may grant other equity-based, equity-related or cash-based awards. Such awards are subject to criteria determined by the Compensation Committee and may be subject to the achievement of performance goals approved by the Compensation Committee. Any other share-based awards or cash awards that are granted with dividend equivalents will accrue dividend equivalents at the time and at the same rate as dividends are paid on our ordinary shares, and such dividend equivalents will be released to the recipient if and to the extent that the award vests.

Change in Control (“CIC”)

Except as otherwise expressly provided to the contrary in an award agreement or determined by the Compensation Committee, in the event the employment of a grantee is terminated without cause or due to a resignation by the grantee for good reason within two years after a CIC, such grantee’s awards granted pursuant to the Equity Incentive Plan that were assumed, continued or substituted in connection with the CIC will fully vest and, if applicable, become exercisable. Any shares deliverable pursuant to RSUs will be delivered promptly (but no later than 15 days) following the grantee’s termination of employment. As of the CIC, any outstanding awards subject to performance conditions will be deemed earned at the greater of the target level and the actual performance level as of the date of the CIC with respect to all open performance periods and will cease to be subject to any further performance conditions but will continue to be subject to time-based vesting following the CIC in accordance with the original performance period.

In addition, except as otherwise expressly provided to the contrary in an award agreement or as determined by the Compensation Committee, in the event a grantee’s awards granted pursuant to the Equity Incentive Plan are not assumed, continued or substituted in connection with a CIC, such grantee’s awards will vest immediately prior to the CIC with any performance-based awards deemed earned at the greater of the target level and the actual performance level as of the date of the CIC with respect to all open performance periods.

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To the extent not otherwise addressed by the preceding paragraph, in the event of a CIC, the Compensation Committee may (i) settle awards for an amount, as determined in the sole discretion of the Compensation Committee, of cash or securities (in the case of share options and SARs that are settled in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards), (ii) provide for the assumption of, continuation of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of, any affected awards, (iii) modify the terms of awards to add events or conditions upon which the vesting of such awards will accelerate, or (iv) provide that for a period of at least 20 days prior to the CIC, share options or SARs that would not otherwise become exercisable prior to a CIC will be exercisable as to all ordinary shares, as the case may be, subject thereto and that any share options or SARs not exercised prior to the consummation of the CIC will terminate and be of no further force or effect as of the consummation of the CIC.

For the purposes of the Equity Incentive Plan, a CIC generally means, with certain limited exceptions: (i) during any period of not more than 36 months, a change in the majority of the Board that is not approved by at least two-thirds of the incumbent Board, (ii) a transaction in which any person becomes the beneficial owner of 30% or more of the Company’s voting securities, (iii) a business combination (including a sale of substantially all of the Company’s assets) in which the Company’s shareholders do not continue to own more than 50% of the combined voting power of the surviving entity (or, if applicable, ultimate parent thereof), or (iv) approval by the Company’s shareholders of a plan of complete liquidation or dissolution of the Company.

Amendment and Termination

The Board may from time to time suspend, discontinue, revise or amend the Equity Incentive Plan, provided that no such action may materially adversely impair the rights of a grantee without such grantee’s consent. Unless the Board determines otherwise, shareholder approval of any suspension, discontinuance, revision or amendment is required only to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange or self-regulatory agency, provided that, if the Board determines it is necessary for compliance with Section 422 of the Code, no approval that would require shareholder approval under Section 422 of the Code will be effective without such shareholder approval.

The Equity Incentive Plan may be terminated at any time and, in any case, will terminate on the day before the 10 th anniversary of the date of approval of the Equity Incentive Plan by shareholders. All awards granted before termination will remain in effect until such awards have been satisfied or terminated in accordance with the terms and provisions of the Equity Incentive Plan and the applicable award agreements.

Clawback of Awards

Awards under the Equity Incentive Plan will be subject to any “clawback” policy that we or any of our subsidiaries may adopt from time to time.

U.S. Federal Income Tax Consequences

The following is a brief description of the U.S. federal income tax consequences generally arising with respect to grants of awards under the Equity Incentive Plan. This description is not intended to, and does not, provide or supplement tax advice to award grantees. Grantees are advised to consult with their own independent tax advisors with respect to the specific tax consequences that, in light of their particular circumstances, might arise in connection with their receipt of awards under the Equity Incentive Plan, including any state, local or foreign tax consequences and the effect, if any, of gift, estate and inheritance taxes.

PSUs/RSUs

A grantee of a PSU or RSU (whether time-vested or subject to achievement of performance goals) will generally not be subject to income taxation at grant. Instead, the grantee will be subject to income tax at ordinary rates on the fair market value of the shares (or the amount of cash) received on the date of delivery. The recipient will be subject to FICA (Social Security and Medicare) and FUTA taxes (“employment taxes”) at the time any portion of such award is deemed vested for tax purposes. If any dividend equivalent amounts are paid to the grantee, they will be included in the grantee’s income as additional compensation (and not as dividend income) and will be subject to income and employment tax withholding.

ISOs

The grant of an ISO will create no tax consequences at the grant date for the grantee or the Company. A grantee will not recognize taxable income upon exercising an ISO except that the alternative minimum tax may apply. Upon a disposition of shares acquired upon exercise of an ISO before the end of the applicable ISO holding periods, the grantee generally will recognize ordinary income equal to the lesser of (1) the excess of the fair market value of the shares at the date of exercise of the ISO over the exercise price or (2) the amount realized upon the disposition of the ISO shares over the exercise price. Otherwise, a grantee’s disposition of shares acquired upon the exercise of an ISO for which the statutory holding periods (defined as on or after the later of (a) the second anniversary of the date of grant of the ISO and (b) the first anniversary of the date of exercise of the ISO) are met generally will result in long-term capital gain or loss measured by the difference between the sale price and the grantee’s tax basis in such shares (the tax basis in the acquired shares for which the ISO holding periods are met generally being the exercise price of the ISO).

Non-statutory Share Options and SARs

The grant of a non-statutory share option or SAR will create no tax consequences at the grant date for the grantee or the Company. Upon exercising such an option or SAR, the grantee will recognize ordinary income equal to the excess of the fair market value of the vested shares (and/or cash or other property) acquired on the date of exercise over the exercise price and will be subject to employment taxes in respect of such amounts. A grantee’s disposition of shares acquired upon the exercise of a non-statutory share option or SAR generally will result in long- or short-term capital gain or loss measured by the difference between the sale price and the grantee’s tax basis in such shares (the tax basis in the acquired shares generally being the exercise price plus any amount recognized as ordinary income in connection with the exercise of the option).

Restricted Shares

A grantee of restricted shares will generally not be subject to income taxation with respect to the shares at the time of grant. Instead, the grantee is subject to income taxation and employment taxes with respect to such shares in the taxable year in which the shares are no longer subject to such substantial risk of forfeiture. The amount that the grantee must include in gross income with respect to the restricted shares is the excess of the fair market value of the restricted shares at the time it is transferable or no longer subject to a substantial risk of forfeiture, whichever is applicable, over the amount (if any) that was paid for the shares. If any dividends are paid on such restricted shares prior to the lapse of the restrictions they will be included in income during the restricted period as additional compensation (and not as dividend income) and will be subject to income and employment tax withholding.

In lieu of the foregoing, a grantee of restricted shares can make a special election under Section 83(b) of the Code to include in gross income, for the taxable year in which the restricted shares are granted, the excess of the fair market value of the shares at the time of grant over the amount (if any) paid for the share. Such income will be subject to income and employment tax withholding at such time. If this election is made, dividends paid on the shares will be

CRH Notice and Proxy Statement 27 subject to the normal rules regarding distributions on shares and no additional income will be recognized by the grantee upon the lapse of the restrictions. If the restricted shares are forfeited before the restrictions lapse, no deduction or capital loss will be available to the grantee.

Disposition of Shares

Unless stated otherwise above, upon the subsequent disposition of shares acquired under any of the preceding awards, a grantee will recognize capital gain or loss based upon the difference between the amount realized on such disposition and the grantee’s basis in the shares, and such amount will be the long-term capital gain or loss if such shares were held for more than 12 months.

Cash Awards

Any cash received pursuant to a cash award will be treated as compensation income received by the grantee generally in the year in which the grantee receives such cash.

Additional Medicare Tax

The grantee will also be subject to a 3.8% tax on the lesser of (i) the grantee’s “net investment income” for the relevant taxable year and (ii) the excess of the grantee’s modified adjusted gross income for the taxable year over a certain threshold (between $125,000 and $250,000, depending on the grantee’s circumstances). The grantee’s net investment income generally includes net gains from the disposition of shares.

Deduction

The Company generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the recipient in connection with the delivery of shares pursuant to an RSU or a PSU, the exercise of an option or SAR or the lapse of restrictions on restricted shares. The Company will not be entitled to any tax deduction with respect to an ISO if the recipient holds the shares for the ISO holding periods prior to disposition of shares, and is generally not entitled to a tax deduction for any award with respect to any amount that represents compensation in excess of $1 million paid to “covered employees” under Section 162(m) of the Code.

Section 409A

All awards under the Equity Incentive Plan may be considered to be deferred compensation subject to special U.S. federal income tax rules (Section 409A of the Code). Failure to satisfy the applicable requirements under these provisions for awards considered deferred compensation would result in the acceleration of income and additional income tax liability to the recipient, including certain penalties. The Equity Incentive Plan and awards under the Equity Incentive Plan are intended to be designed and administered so that any awards under the Equity Incentive Plan will not give rise to any negative tax consequences to the recipient under these provisions.

New Plan Benefits

The amount of each participant’s awards, if any, for 2025 will be determined in the discretion of the Compensation Committee and therefore cannot be calculated. As a result, the benefits that will be awarded or paid under the Equity Incentive Plan are not currently determinable. The equity-based awards granted for the 2024 year are set forth in the following table:

(i) Dollar value reflects the grant date fair value of PSUs granted in 2024.

Approval of Proposal 4, which is an ordinary resolution under Irish company law, requires that more than half the votes cast on this resolution must be cast “FOR” the resolution. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of the vote on this Proposal.

The text of the resolution in respect of Proposal 4 is as follows:

“That the CRH plc Equity Incentive Plan as disclosed in the Notice of General Meeting and Proxy Statement for the 2025 AGM under Annex B is approved.”

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