James Hardie Industries plc

PROXY STATEMENT

FOR 2026 ANNUAL GENERAL MEETING

To Be Held on August 20, 2026 at 10:00 pm Dublin time / 5:00 pm New York time / August 21, 2026 at 7:00

am Sydney time

This proxy statement and the enclosed form of proxy and voting instruction form(s) are furnished in connection with the

solicitation of proxies by our board of directors (“Board”) for use at the 2026 annual general meeting of shareholders (“AGM” or

Annual General Meeting”) of James Hardie Industries plc, an Irish public limited company, and any postponements,

adjournments or continuations thereof. The AGM will be held in person on August 20, 2026 at 10:00 pm Dublin time / 5:00 pm

New York time / August 21, 2026 at 7:00 am Sydney time at our corporate hea2dquarters (which is also our principal executive

office) in Dublin at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland, The AGM will also be

accessible by teleconference. Shareholders will be able to ask questions of the Board and EY (the Company’s external auditor)

via teleconference in accordance with the details set out in this Proxy Statement. Shareholders will not, however, be able to vote

electronically by way of teleconference during the AGM. If you wish for your vote to count, you must follow the voting instructions

below.

Our Board has fixed 10:00 am Dublin time / 5:00 am New York time / 7:00 pm Sydney time on August 19, 2026 as the record

date (the “Record Date”) for the Annual General Meeting. Shareholders as of the Record Date are entitled to attend, ask

questions and vote at the Annual General Meeting. The Notice of Internet Availability of Proxy Materials (the “Notice) which

contains instructions on how to access this Proxy Statement and our annual report on Form 10-K for our fiscal year 2026 (our

“2026 Annual Report”), is first being mailed on or about July 1, 2026 to all shareholders as of June 29, 2026 (being the latest

practicable date prior to the date of this Proxy Statement). The Notice also provides instructions on how to vote via the Internet,

mobile device, or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The

Proxy Statement and our 2026 Annual Report are available at www.envisionreports.com/jhx. You will be asked to enter the

control number located on your Notice, proxy card or voting instruction form or, for Beneficial Holders, pursuant to your broker’s

instructions.

In this Proxy Statement, the terms “James Hardie,” “the Company,” “we,” “us” and “our” refer to James Hardie Industries plc. The

mailing address of our corporate headquarters is 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79,

Ireland.

Questions and answers about the proxy materials and our AGM

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the

information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on,

or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and shall

not be deemed filed under the Securities Act or the Exchange Act, and references to our website address in this proxy statement

are inactive textual references only.

How can shareholders attend the AGM?

We will be hosting the AGM in our corporate headquarters at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2,

D02 FD79, Ireland.

The AGM will also be accessible by teleconference. You may ask questions by teleconference, but you will not be able to vote

electronically or otherwise participate in the AGM by way of teleconference. To ask questions via the AGM teleconference, please

follow the steps set out below:

•Dial into the AGM using one of the following numbers:

◦Australia (toll free) 1800 809 971

◦USA (toll free) 1 855 881 1339

◦International +617 3145 4010

•Enter the passcode: 10055502

•Provide the operator with the name under which your holding is registered, along with the following information

depending on the manner in which you hold your shares:

◦Registered Holders: Please provide your account number (as shown on your most recent holding statement).

◦Beneficial Holders: Please provide your control number (as shown on your DTC voting instruction form).

◦CDI Holders: Please provide your Security Holder Reference Number (SRN) or Holder Identification Number (HIN)

(included on your CDI voting instruction form or most recent holding statement).

If you have any questions during the teleconference, follow the prompts from the teleconference operator.

Shareholders may also submit questions in writing in advance of the AGM by completing the Question Form available on the

Shareholder Meetings page on James Hardie’s Investor Relations website, to be received by no later than 10:00 pm Dublin

time / 5:00 pm New York time on August 18, 2026 / 7:00 am Sydney time on August 19, 2026.

The AGM will begin promptly on August 20, 2026 at 10:00 pm Dublin time / 5:00 pm New York time / August 21, 2026 at 7:00 am

Sydney time. Shareholders may submit questions while attending the AGM in person or via teleconference, but only

shareholders who attend the AGM in person may vote during the meeting. We encourage those shareholders joining via

teleconference to access the meeting prior to the start time. Teleconference check-in will begin approximately thirty minutes prior

to the start of the meeting, and you should allow ample time for the check-in procedures, including logging in and ensuring that

you can hear streaming audio prior to the start of the AGM. Participants attending the AGM in person should allow plenty of time

to arrive at the corporate headquarters. If you encounter any difficulties accessing the office or the teleconference, please call the

technical support number that will be posted on the virtual meeting platform at www.envisionreports.com/jhx.

What matters am I voting on, what is the vote requirement for each matter to pass, and how does the Board recommend

that I vote?

1. ELECTION AND RE-ELECTIONS OF DIRECTORS

To consider and, if thought fit, pass each of the following resolutions as separate ordinary resolutions:

A.“That Nigel Stein, who retires by rotation in accordance with the Company’s Articles of Association, be re-elected as a

director.”

B.“That Renee Peterson, who retires by rotation in accordance with the Company’s Articles of Association, be re-elected

as a director.”

C.“That Rob Sindel be elected as a director.”

Each resolution requires that a majority of the votes be cast in favor to pass. The Board recommends you vote FOR each of

these resolutions. The vote on each of these resolutions is binding. For additional information, see “Board of Directors” and

“Proposal 1: Election and Re-election of Directors” beginning on pages 20 and 43, respectively.

2. ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

To consider and, if thought fit, pass one of the following resolutions as a non-binding ordinary resolution:

A.“That, on an advisory basis, the proposal that future shareholder votes on the compensation of our named executive

officers be held each year is approved.”

B.“That, on an advisory basis, the proposal that future shareholder votes on the compensation of our named executive

officers be held every two years is approved.”

C.“That, on an advisory basis, the proposal that future shareholder votes on the compensation of our named executive

officers be held every three years is approved.”

The alternative approved by shareholders among one year, two years or three years will be determined by the affirmative “FOR”

vote of a majority of votes cast on this resolution. In the event no alternative receives a majority of the votes cast, the frequency

that receives the most votes in favor will be considered to be the frequency recommended, on an advisory basis, by our

shareholders. The Board recommends you vote "”One Year” The vote on this resolution is advisory only. For additional

information, see “Proposal 2: Advisory Resolution on the Frequency of Future Advisory Votes to Approve Compensation of

Named Executive Officers” beginning on page 96.

3. ADVISORY RESOLUTION ON APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY-ON-PAY)

To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution:

“To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers for fiscal year

2026 as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and

Analysis, compensation tables and related narrative discussion.”

resolution. The vote on this resolution is advisory only. For additional information, see “Proposal 3: Advisory Resolution on

Approving the Compensation of our Named Executive Officers (Say-on-Pay)” beginning on page 97.

4. CEO EQUITY GRANT

“That the award to the Company’s CEO and Director, Aaron Erter, of a maximum number of performance-vesting restricted stock

units (“PRSUs”), time-vesting restricted stock units (“RSUs”) and stock options, in each case as calculated pursuant to the

formulas set forth under “Proposal 4: CEO Equity Grant—Limits” elsewhere in this Proxy Statement and his acquisition of

PRSUs, RSUs, stock options and Shares issuable thereunder is approved under and for the purposes of ASX Listing Rule 10.14

and for all other purposes, in accordance with the terms of the 2001 LTIP and 2006 LTIP, as applicable, and on the basis set out

in the Proxy Statement.”

resolution (except for the CEO, Aaron Erter, who may be taken to have a personal interest in this resolution, and therefore makes

no recommendation on whether shareholders should vote in favor of the resolution). The vote on this resolution is binding.

For additional information, see “Proposal 4: CEO Equity Grant” beginning on page 98.

5. ISSUE OF SECURITIES UNDER THE JAMES HARDIE 2020 NON-EXECUTIVE DIRECTOR EQUITY PLAN TO ROB SINDEL

“That, conditional upon the passing of Resolution 1(c), the issue of Shares to Rob Sindel under the James Hardie 2020 Non-

Executive Director Equity Plan be approved under and for the purposes of ASX Listing Rule 10.14 and for all other purposes, on

the basis set out in the Proxy Statement.”

resolution (except for Mr. Sindel, who may be taken to have a personal interest in this resolution, and therefore makes no

recommendation on whether shareholders should vote in favor of the resolution). The vote on this resolution is binding and is

conditional upon the passing of Resolution 1(c). For additional information, see “Proposal 5: Issue of Securities Under the

James Hardie 2020 Non-Executive Director Equity Plan to Rob Sindel” beginning on page 102.

6. INCREASE TO NON-EXECUTIVE DIRECTOR FEE POOL

“That, pursuant to and in accordance with ASX Listing Rule 10.17, Article 98(b) of the Company’s Articles of Association and for

all other purposes, the maximum aggregate compensation payable to non-executive directors be increased by $700,000 from the

current maximum aggregate amount of $3,800,000 per annum to $4,500,000 per annum, on the basis set out in the Proxy

Statement.”

This resolution requires that a majority of the votes be cast in favor to pass. As the directors may be taken to have a personal

interest in this resolution, they make no recommendation on whether shareholders should vote in favor of the resolution. The

vote on this resolution is binding. For additional information, see “Proposal 6: Increase to Non-Executive Director Fee Pool”

beginning on page 105.

7. APPROVAL OF FINANCIAL STATEMENTS AND REPORTS FOR FISCAL YEAR 2026

To review James Hardie’s affairs and to consider and, if thought fit, pass the following resolution as a non-binding ordinary

resolution:

“To receive and consider the financial statements of the Company and the reports of the Board and external auditor for the fiscal

year ended March 31, 2026.”

resolution. The vote on this resolution is advisory only. For additional information, see “Proposal 7: Approval of Financial

Statements and Reports for Fiscal Year 2026” beginning on page 108.

8. RATIFICATION OF APPOINTMENT OF EXTERNAL AUDITORS AND AUTHORITY TO FIX THE EXTERNAL AUDITOR’S REMUNERATION

To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions:

A.“That, in a non-binding vote, the appointment of Ernst & Young as the Company’s auditors for the fiscal year ending

March 31, 2027 is hereby ratified”; and

B.“That, in a binding vote, the Board be and is hereby authorized to fix the compensation of the external auditor of the

Company for the fiscal year ending March 31, 2027.”

Each resolution requires that a majority of the votes be cast in favor to pass. The Board recommends you vote FOR each

resolution. The vote on Resolution 8(A) is advisory only. The vote on Resolution 8(B) is binding on us. For additional

information, see “Proposal 8: Ratification of Appointment of the External Auditor and Authority to Fix the External Auditor’s

Compensation” beginning on page 109.

9. AMENDMENTS TO OUR ARTICLES OF ASSOCIATION TO APPLY THE CLASSIFIED BOARD PROVISIONS CONSISTENTLY TO ALL DIRECTORS

To consider and, if thought fit, pass the following resolution as a special resolution:

“That Articles 109(a) and 110 of the Company’s Articles of Association be and are hereby amended in the manner provided in

Annex A of this Proxy Statement.”

This resolution requires the affirmative vote of not less than 75% of the votes cast at the Annual General Meeting (being a

special resolution under the Companies Act 2014) to pass. The Board recommends you vote FOR this resolution. The vote on

this resolution is binding. For additional information, see “Proposal 9: Approval of Amendments to the Company’s Articles of

Association to Apply the Classified Board Provisions Consistently to All Directors” beginning on page 111.

Why are there two sets of Financial Statements covering the same fiscal period?

James Hardie’s 2026 Annual Report contains financial statements for 2026 prepared in accordance with U.S. GAAP and filed

with the SEC on Form 10-K on May 19, 2026 (“U.S. GAAP”). James Hardie also prepares Irish Statutory Accounts that contain a

Directors’ Report and audited consolidated financial statements and accompanying footnote disclosures prepared in accordance

with U.S. GAAP, modified to comply with specific provisions of Irish Company Law for the consolidated entity consisting of James

Hardie Industries plc and its direct and indirect wholly-owned subsidiaries and special purpose entity. In addition, these Irish

Statutory Accounts include the James Hardie Industries plc Company Balance Sheet and related footnotes prepared on the

going concern basis under the historical cost convention in accordance with the Companies Act 2014 and Financial Reporting

Standard 101 Reduced Disclosure Framework. A copy of the Irish Statutory Accounts for 2026 is available on the Company's

website, ir.jameshardie.com.au, and were furnished to the SEC on Form 8-K on May 20, 2026 New York time and lodged with

the ASX on May 21, 2026 Sydney time, and will be laid before the Annual General Meeting. The Irish Statutory Accounts are the

subject of Proposal 7.

Who is entitled to vote?

Holders of our ordinary shares as of 10:00 am Dublin time / 5:00 am New York time / 7:00 pm Sydney time on the Record Date

will be entitled to one vote for each Share held by them with respect to all matters to be resolved upon at the Annual General

Meeting, subject to the voting instructions and related voting deadlines described below under “How do I vote?”. As of June 1,

2026, being the latest practicable date prior to the date of this Proxy Statement, there were 580,336,768 ordinary shares

outstanding. No other classes of shares exist. Shareholders do not have cumulative voting rights for the election of directors.

How do I vote?

Registered Holders

“Registered Holder” refers to persons entered on the register of members of the Company (the “Register”) (i.e., those

shareholders whose shareholding is evidenced by their holding statement and who do not hold their interests in Shares as

Beneficial Holders or CDI Holders).

If you are a Registered Holder, you may attend the AGM to vote by ballot or vote by proxy in advance of the deadline for voting

by proxy of 10:00 am Dublin time / 5:00 am New York time / 7:00 pm Sydney time on August 19, 2026, by using one of the

following methods:

•online by visiting www.envisionreports.com/jhx or scanning the QR code and following the instructions on your form of

proxy; or

•by mail, if you are a Registered Holder that received printed AGM materials, by following the instructions on your form of

proxy and returning the completed form of proxy in the postage-paid envelope accompanying the AGM materials.

As a Registered Holder you may also appoint a proxy by completing and returning the form of proxy enclosed with this Notice of

Meeting (or a proxy in the form set out in Section 184 of the Irish Companies Act 2014) to Computershare Investor Services, PO

BOX 43101, Providence, RI 02940-5607 to be received no later than 10:00 am Dublin time / 5:00 am New York time / 7:00 pm

Sydney time on August 19, 2026. A proxy is not required to be a shareholder of the Company.

Appointment of a proxy does not preclude shareholders from subsequently attending and voting at the AGM should they wish to

do so.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the

exclusion of the votes of the other Registered Holder(s), and, for this purpose, seniority will be determined by the order in which

the names stand in the Register.

Beneficial Holders

“Beneficial Holder” refers to persons who hold their interests in Shares in a stock brokerage account or otherwise via a broker,

bank or other nominee that is a participant in DTC. If you are a Beneficial Holder, this document is being made available or

forwarded to you by or on behalf of your broker, bank or other nominee. Only those Beneficial Holders holding their interest in

Shares as of the Record Date, or, if the AGM is adjourned, on such other date as is communicated to Beneficial Holders, are

entitled to vote on the resolutions in respect of such Shares. Beneficial Holders may direct their broker, bank or other nominee on

how to vote their Shares by following the instructions for voting on the DTC voting instruction form provided by your broker, bank

or other nominee. If you are a Beneficial Holder and do not direct your broker, bank or other nominee on how to vote your Shares

on your DTC voting instruction form, your Shares will not be voted at the AGM for any matter that is considered to be “non-

routine” under the rules of the New York Stock Exchange (the “NYSE”). We believe that, under the rules of the NYSE, the only

matters of business at the AGM that will be considered “routine” and on which your broker can vote your Shares without

receiving instructions from you are Proposals 8(A) and 8(B). We believe that, under the rules of the NYSE, your broker will not

have discretionary authority to vote your Shares on any other resolutions at the AGM. We therefore encourage you to

communicate your voting instructions to your broker, bank or other nominee by the time prescribed by your broker, bank or other

nominee and in advance of the DTC voting instruction deadline for Beneficial Holders, which we expect to be 11:59 pm New York

time on August 17, 2026, to ensure that your vote will be counted.

If you are a Beneficial Holder and wish to vote in person by ballot at the AGM, you must obtain a legal proxy from your broker,

bank, or other nominee and present it, along with photographic identification, to the Company’s Secretary or other Company

representative at the AGM.

CDI Holders

“CDI Holder” refers to holders of our CDIs entered in the CDI register of the Company.

If you are a CDI Holder and wish to vote on the resolutions to be considered at the AGM, please follow one of the following

options:

Option A: If you are not attending the AGM and not appointing a proxy (other than the Chair of the AGM)

You may lodge a voting instruction form directing CHESS Depositary Nominees Pty Limited (“CDN”) to nominate the Chair of the

AGM as your proxy to vote the Shares underlying your holding of CDIs.

You can submit your CDI voting instruction form as follows:

•Complete the hard copy CDI voting instruction form and lodge it using the “Lodgement Instructions” set out below; or

•Complete a CDI voting instruction form online at www.investorvote.com.au.

You will need:

•your Control Number (located on your CDI voting instruction form);

•your security holder reference number or Holder Identification Number for your holding; and

•your postcode, as recorded in the CDI register of the Company.

If you lodge the CDI voting instruction form in accordance with these instructions, you will be taken to have signed it.

For your vote to count, your completed CDI voting instruction form must be received in advance of the CDI voting

instruction form deadline of 8:00 a.m. Dublin time / 3:00 a.m. New York time / 5:00 p.m. Sydney time on August 16, 2026.

Option B: If you are (or your proxy (other than the Chair of the AGM) is) attending the AGM

If you are a CDI Holder and you would like to attend the AGM or appoint a proxy (other than the Chair of the AGM) to attend the

AGM on your behalf, and vote in person, you may use the CDI voting instruction form to direct CDN to appoint:

•you or another person nominated by you (who does not need to be a shareholder) as a proxy; or

•the Company Secretary, in the event the nominated proxy does not attend the AGM,

as proxy to vote the Shares underlying your holding of CDIs on behalf of CDN in person at the AGM in Dublin by completing the

relevant section of the CDI voting instruction form and returning it no later than 8:00 a.m. Dublin time / 3:00 a.m. New York time /

5:00 p.m. Sydney time on August 16, 2026 in accordance with the “Lodgement Instructions” set out below.

If you are a CDI Holder with a beneficial interest in more than one Share carrying voting rights, you may instruct the appointment

of more than one proxy to attend, speak and vote at the meeting on your behalf provided each proxy is appointed to exercise

rights attached to different Shares held by you.

If your nominated proxy does not attend the AGM, the Company Secretary will vote the relevant Shares in accordance with the

instructions on the CDI voting instruction form or, for undirected proxies, in accordance with your nominated proxy’s written

instructions. If your nominated proxy does not provide written instructions to the Company Secretary care of Computershare

(Aus) by facsimile to 1800 783 447 from inside Australia, or +61 3 9473 2555 from outside Australia, or by email to

jhxmeetings@computershare.com.au by the earlier of: (i) the time of commencement of voting on the resolutions at the AGM;

and (ii) 8:00 a.m. Dublin time / 3:00 a.m. New York time / 5:00 p.m. Sydney time on August 16, 2026, then the Company

Secretary intends to vote in favor of all of the resolutions.

For your proxy appointment to count, your completed CDI voting instruction form must be received by Computershare

(Aus) no later than 8:00 a.m. Dublin time / 3:00 a.m. New York time / 5:00 p.m. Sydney time on August 16, 2026.

To obtain a free copy of CDN’s Financial Services Guide, or any Supplementary Financial Services Guide, go to https://

www.asx.com.au/content/dam/asx/participants/cash-market/bonds/chess-depositary-interests.pdf or phone 131279 from within

Australia or +61 2 9338 0000 from outside Australia to ask to have one sent to you.

If you submit a completed CDI voting instruction form to Computershare (Aus), but fail to select either of Option A or

Option B, you will be deemed to have selected Option A.

Lodgement Instructions

Completed CDI voting instruction forms may be lodged with Computershare (Aus) using one of the following methods:

1. by post to GPO Box 242, Melbourne, Victoria 3001, Australia;

2. by delivery to Computershare at Yarra Falls, 452 Johnston Street, Abbotsford, VIC 3067, Australia;

3. online at www.investorvote.com.au; or

4. by facsimile to 1800 783 447 from inside Australia or +61 3 9473 2555 from outside Australia.

Written instructions to the Chair (if required) may be lodged by the nominated proxy with Computershare (Aus) using one of the

following methods:

1. by facsimile to 1800 783 447 from inside Australia, or +61 3 9473 2555 from outside Australia; or

2. by email to jhxmeetings@computershare.com.au.

If the nominated proxy is a corporate and the written instructions will be submitted by a representative of the corporate, the

appropriate 'Certificate of Appointment of Corporate Representative' form will also need to be provided along with the written

instructions. A Certificate of Appointment of Corporate Representative form may be obtained from Computershare (Aus) or online

at www.investorcentre.com under the help tab by clicking on “Printable Forms”. Printable Forms

How many votes are needed for approval of each proposal?

Proposal 2: The alternative among annually, two years or three years will be determined by the affirmative “FOR” vote of a

majority of votes cast on this resolution. In the event no alternative receives a majority of the votes cast, the frequency that

receives the most votes in favor will be considered to be the frequency recommended on an advisory basis by our shareholders.

Brokers do not have authority to vote on this proposal without instructions from the beneficial owner. Abstentions and broker non-

votes are not considered votes cast and will have no effect on the outcome of this proposal.

Proposal 9: As a special resolution under the Companies Act 2014, approval requires the affirmative "FOR" vote of not less than

75% of the votes cast on this resolution. Brokers do not have authority to vote on this proposal without instructions from the

beneficial owner. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this

proposal.

All other proposals (other than Proposals 2 and 9, as outlined above): The affirmative vote of a majority of votes cast in person or

represented by proxy at the AGM. Except for Proposals 8(A) and 8(B), brokers do not have authority to vote on these proposals

without instructions from the beneficial owner. Abstentions and broker non-votes are not considered votes cast and will have no

effect on the outcome of all other proposals.

Voting results will be tabulated and certified by the inspector of election appointed for the AGM.

What is a quorum?

A quorum is the minimum number of shares required to be present at the AGM either in person or by proxy in order to properly

hold the Annual General Meeting and conduct business pursuant to our Articles of Association (our “Articles”). The presence in

person or represented by proxy of one or more shareholders holding at least 5% of our issued share capital and who are entitled

to vote upon the business to be transacted at the Annual General Meeting will constitute a quorum for that matter at the AGM.

Where a separate vote by a class or classes is required for any matter, the holders of at least 5% of the outstanding shares of

such class or classes, present in person or represented by proxy or corporate representative, shall constitute a quorum to take

action with respect to that vote on that matter.

Can I change my vote?

If you are a Registered Holder and previously voted by Internet, scanning a QR Code or by mail, you may revoke your proxy or

change your vote by:

•voting at a later date by Internet or scanning the QR code in accordance with the procedures for Registered Holders

described under the sections titled “Voting on the Resolutions” above in advance of the proxy voting deadline;

•mailing a proxy card that is properly signed and dated with a later date than your previous proxy vote, in accordance

with the procedures for Registered Holders described under the sections titled “Voting on the Resolutions,” and that is

received in advance of the proxy voting deadline;

•attending the AGM in Dublin and voting during the AGM; or

•sending a written notice of revocation to the Company Secretary, James Hardie’s Corporate Headquarters, 1st Floor,

Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland or by e-mail to

aoife.rockett@jameshardie.com, which notice of revocation must be received before commencement of the AGM.

If you are a Beneficial Holder, you must contact your broker, bank or other nominee to revoke a previously authorized proxy or

DTC voting instruction form.

If you are a CDI Holder, you may revoke the CDI voting instruction form or proxy authority previously submitted by delivering to

Computershare (Aus) a written notice of revocation bearing a later date than the CDI voting instruction form or proxy authority

submitted, which must be received no later than 8:00 a.m. Dublin time / 3:00 a.m. New York time / 5:00 p.m. Sydney time on

August 16, 2026.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. The Board has designated the Chair of the Annual General Meeting as proxy

holder. When proxies are properly dated, executed and returned, the Shares represented by such proxies will be voted at the

AGM in accordance with the instructions of the shareholder. Any proxy returned signed but without a named proxy holder or

voting instructions, however, will be voted by the Chair in accordance with the Board's recommendations, or, if no such

recommendation is given, at the Chair’s discretion. If any matters not described in this proxy statement are properly presented at

the AGM, the proxy holders will use their own judgment to determine how to vote the Shares. If the AGM is postponed, adjourned

or continued, the proxy holders can vote the Shares on the new AGM date as well, unless you have properly revoked your proxy

instructions, as described above.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and as permitted by the rules of the

ASX and other applicable law, we have elected to furnish our proxy materials, including this proxy statement and our 2026

Annual Report, primarily via the Internet to all shareholders (including Registered Holders, Beneficial Holders and CDI Holders)

as at June 29, 2026 (being the latest practicable date prior to the date of this Proxy Statement). Shareholders may request to

receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the

Notice. We encourage shareholders to take advantage of the availability of our proxy materials on the Internet to help reduce the

environmental impact and the cost of our Annual General Meetings of shareholders.

How are proxies solicited for the AGM?

Our Board is soliciting proxies for use at the AGM. All expenses associated with this solicitation will be borne by us. We will

reimburse brokers, banks and other nominees for reasonable expenses that they incur in sending our proxy materials to you if a

broker, bank or other nominee holds Shares on your behalf. In addition, our directors and employees may also solicit proxies in

person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional

compensation for soliciting proxies. We have also retained Sodali & Co. to solicit proxies for a fee of $30,000 plus expenses.

How may my broker, bank or other nominee vote my Shares if I fail to provide timely directions?

Brokers, banks and other nominees holding Shares in street name for their customers are generally required to vote such Shares

in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee may in some

cases vote the Shares in their discretion but are not permitted to vote on certain proposals and may elect not to vote on any of

the proposals unless you provide voting instructions. If the broker, bank or other nominee that holds your Shares in street name

returns a proxy card without voting because it did not receive voting instructions from you on that proposal, this is referred to as a

“broker non-vote.” Broker non-votes are considered in determining whether a quorum exists at the Annual General Meeting. The

effect of broker non-votes on the outcome of each proposal to be voted on at the Annual General Meeting is explained above.

Where can I find the voting results of the Annual General Meeting?

We will announce preliminary voting results at the AGM. We will also disclose voting results on a Current Report on Form 8-K

that we will file with the SEC within four business days after the AGM and will also disclose voting results on the ASX. If final

voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the AGM, we will

file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current

Report on Form 8-K as soon as they become available.

I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I

obtain an additional copy of the proxy materials?

The rules promulgated by the SEC permit companies, brokers, banks or other intermediaries to deliver a single copy of proxy

materials, or, where applicable, a Notice of Internet Availability of Proxy Materials, to households at which two or more

shareholders reside. Each shareholder, however, still receives a separate proxy card if they receive paper copies. This practice,

known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as

natural resources. Shareholders sharing an address who have been previously notified by their broker, bank or other nominee

and have consented to householding will receive only one copy of our proxy statement and annual report or Notice of Internet

Availability of Proxy Materials. If you would like to opt out of this practice for future mailings and receive a separate proxy

statement and annual report or Notice of Internet Availability of Proxy Materials for each shareholder sharing the same address,

please contact your broker, bank or other nominee.

You may also obtain a separate proxy statement or annual report or Notice of Internet Availability of Proxy Materials without

charge by sending a written request to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or

by calling Broadridge’s Householding Department at 1-866-540-7095. We encourage shareholders to contact us by telephone

instead of physical mail to help ensure timely receipt of any request for proxy materials. Additional copies of the proxy statement

or annual report or Notice of Internet Availability of Proxy Materials will be sent promptly upon receipt of such request.

Shareholders sharing an address that are receiving multiple copies of the proxy statement or annual report or Notice of Internet

Availability of Proxy Materials can request delivery of a single copy of the proxy statement or annual report or Notice of Internet

Availability of Proxy Materials by contacting their broker, bank or other nominee or sending a written request to Broadridge

Householding Department at the address above or by calling 1-866-540-7095.

What is the deadline to propose shareholder actions and director nominations for consideration at next year’s annual

meeting of shareholders?

Rule 14a-8 Shareholder Proposals

As prescribed by Rule 14a-8 under the Exchange Act, shareholders may present proper proposals for inclusion in our proxy

statement and for consideration at next year’s annual meeting of shareholders. For a Rule 14a-8 shareholder proposal to be

timely and considered for inclusion in our proxy statement for our 2027 annual meeting of shareholders, the proposal must

comply with all applicable requirements of Rule 14a-8, including with respect to ownership of Shares, and our Corporate

Secretary must receive the written proposal at our corporate headquarters by the deadline prescribed by Rule 14a-8 under the

Exchange Act, which will be March 3, 2027, Dublin time (provided the 2026 annual meeting of shareholders is not held more than

30 days from the first anniversary of the Annual General Meeting). SEC rules permit a proxy holder to vote in its discretion as to

proposals that do not comply with this deadline (and in certain cases notwithstanding compliance with this deadline).

Shareholder proposals should be addressed to:

James Hardie Industries plc

Attention: Company Secretary

1st Floor, Block A

One Park Place, Upper Hatch Street

Dublin 2, D02 FD79, Ireland

If a shareholder who has notified us of his, her or its intention to present a Rule 14a-8 shareholder proposal at an annual meeting

does not appear and a qualified representative of that shareholder does not appear to present his, her or its proposal at such

annual meeting, such proposal shall be disregarded and we are not required to present the proposal for a vote at such annual

meeting.

Other Shareholder Proposals

To be eligible for consideration at the 2027 AGM, any nomination or proposal of other business (other than a proposal pursuant

to Rule 14a-8) by a shareholder must comply with our Articles, as amended from time to time, including with respect to the timely

submission of any such nomination or proposal. Shareholders wishing to submit a nomination or proposal are encouraged to

review the relevant provisions of our Articles in advance. To comply with the SEC’s universal proxy rules, shareholders who

intend to solicit in support of director nominees other than our nominees and who seek to include such nominees on our proxy

card under such rules must provide a notice to us that sets forth the information required by Rule 14a-19 under the Exchange Act

by no later than June 21, 2027. Our Articles and Irish law provide other deadlines for submitting proposals including director

nominations.

Availability of Corporate Governance Documents

This Statement, as well as the Company’s Articles, Board committee charters and the other key governance and corporate

policies referenced in this Statement, as updated from time to time, are available on the Company’s investor relations website

(ir.jameshardie.com.au) or by requesting a copy from the Company Secretary at the Company’s corporate headquarters at 1st

Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland.