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Printmgr File THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser immediately (being, in the case of Shareholders in Ireland, an organisation or firm authorised or exempted under the Investment Intermediaries Act, 1995 of Ireland (as amended) or the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007 or, in the case of Shareholders in the United Kingdom, an adviser authorised pursuant to the Financial Services and Markets Act 2000, or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom). If you sell or have sold or otherwise transferred your entire holding of Ordinary Shares in CRH, please send this Circular, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares in CRH, you should retain this Circular and the accompanying Form of Proxy and immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected. CRH plc (incorporated in Ireland with limited liability under the Companies Acts 1963 to 2013, registered number 12965) Proposed acquisition of certain assets being disposed of by Lafarge S.A. and Holcim Ltd in advance of their intended merger and Notice of Extraordinary General Meeting UBS Limited, which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively for CRH as its financial adviser and sponsor and is not acting for anyone else in relation to the matters outlined in this Circular and will not be responsible to anyone other than CRH for providing the protections afforded to clients of UBS Limited nor for giving advice in relation to the matters outlined or any matter or arrangement referred to in this Circular. Apart from the responsibilities and liabilities, if any, which may be imposed on UBS Limited by FSMA or the regulatory regimes established thereunder, UBS Limited assumes no responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this Circular, including its accuracy, completeness or verification or for any other statement made or purported to be made by CRH, or on CRH’s behalf, or by UBS Limited, or on UBS Limited’s behalf and nothing contained in this Circular is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with CRH or the matters outlined in this Circular. UBS Limited accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Circular or any such statement. The Sellers each accept no responsibility whatsoever and make no representations or warranties, express or implied, in relation to the contents of this Circular, including its accuracy, completeness or verification or for any other statement made or purported to be made by CRH or on CRH’s behalf and nothing contained in this Circular is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with CRH or the matters referred to in this Circular. This Circular should be read as a whole. Your attention is drawn to the letter from the Chairman of CRH plc, which is set out on pages 1 to 12 of this Circular and which recommends that you vote in favour of the Resolution to be proposed at the Extraordinary General Meeting referred to below. Notice of an Extraordinary General Meeting of CRH plc, to be held at 9.30 am on 19 March 2015 at the Clyde Court Hotel, Lansdowne Road, Dublin 4, Ireland is set out on pages 166 and 167 of this Circular. A Form of Proxy is enclosed for use by Shareholders in connection with the Extraordinary General Meeting. To be valid, Forms of Proxy, completed in accordance with the instructions printed thereon, must be received at the Company’s registrar, Capita Asset Services, Shareholder Solutions (Ireland), PO Box 7117, Dublin 2 (if delivered by post), or Capita Asset Services, Shareholder Solutions (Ireland), 2 Grand Canal Square, Dublin 2, Ireland (if delivered by hand) as soon as possible but in any event by no later than 9.30 am on 17 March 2015. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting at the Extraordinary General Meeting or any adjournment thereof should they wish to do so. FORWARD-LOOKING STATEMENTS This Circular contains or incorporates by reference certain “forward-looking statements” regarding the belief or current expectations of CRH, the Directors and other members of its senior management about CRH’s financial condition, results of operations and business and the transaction described in this Circular. Generally, but not always, words such as “may”, “could”, “should”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “assume”, “believe”, “plan”, “seek”, “continue”, “target”, “goal”, “would” or their negative variations or similar expressions identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of CRH and are difficult to predict, that may cause the actual results, performance, achievements or developments of the CRH Group or the industries in which it operates to differ materially from any future results, performance, achievements or developments expressed or implied from the forward-looking statements. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements – see the risk factors described in Part III (Risk Factors) for more information in this regard. In light of these risks, uncertainties and assumptions, the forward-looking events described in this Circular may not occur. Due to such uncertainties and risks, investors should not place undue reliance on such forward-looking statements, which speak only to belief or current expectations as at the date of this Circular. Except as required by the Central Bank, the Irish Stock Exchange, the FCA, the London Stock Exchange, or applicable law, CRH does not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the Central Bank, the Irish Stock Exchange, the FCA, the London Stock Exchange, or applicable law, CRH expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in CRH’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. PRESENTATION OF FINANCIAL INFORMATION Unless otherwise indicated, all references in this Circular to “€”, “euro” or “cent” are to the lawful currency of participating member states of the European Union. The financial information presented in this Circular has been rounded to the nearest whole number or the nearest decimal place. In addition, certain percentages presented in this Circular reflect calculations based upon underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers. TIME All references in this Circular to times are to Dublin, Ireland times, unless otherwise stated. DEFINITIONS Capitalised terms used in this Circular have the meaning ascribed to them in the section headed “Definitions” in this Circular. i CONTENTS Page Expected timetable of principal events iii Part I: Letter from the Chairman 1 Part II: Principal terms and conditions of the Acquisition 13 Part III: Risk Factors 16 Part IV: Historical financial information 26 Part V: Unaudited pro forma financial information of the Combined Group 145 Part VI: Additional information 154 Definitions 161 Notice of Extraordinary General Meeting 166 ii EXPECTED TIMETABLE OF PRINCIPAL EVENTS Date of issue of this Circular 20 February 2015 Announcement of CRH results for the year ended 31 December 2014 26 February 2015 Latest time and date for receipt of Forms of Proxy from Shareholders 9.30 am on 17 March 2015 Extraordinary General Meeting 9.30 am on 19 March 2015 Note: These dates are given on the basis of the Directors’ current expectations and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service of the London Stock Exchange and will be available on www.crh.com. iii PART I LETTER FROM THE CHAIRMAN CRH plc (incorporated in Ireland with limited liability under the Companies Acts 1963 to 2013, registered number 12965) Directors Registered office Nicholas Hartery* (Chairman) 42 Fitzwilliam Square Albert Manifold (Chief Executive) Dublin 2 Maeve Carton (Finance Director) Ireland Mark S. Towe (Chief Executive Officer, Oldcastle, Inc.) Ernst J. Bartschi* William P. Egan* Utz-Hellmuth Felcht* John W. Kennedy* Patrick J. Kennedy* Donald A. McGovern Jr.* Heather Ann McSharry* Daniel N. O’Connor* Henderikus Th. E.M. Rottinghuis* * denotes Non-Executive Director 20 February 2015 To the holders of Ordinary Shares of CRH plc and, for information only, to the holders of Preference Shares.
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