NOT FOR GENERAL CIRCULATION IN THE UNITED STATES

CRH America, Inc. $1,250,000,000 3.875% Guaranteed Notes due 2025 $500,000,000 5.125% Guaranteed Notes due 2045 Fully, irrevocably and unconditionally guaranteed by CRH plc (a public limited company incorporated in Ireland with registered number 12965) CRH America, Inc. will pay interest on the Guaranteed Notes on May 18 and November 18 of each year. The 3.875% guaranteed notes due 2025 (the “2025 Guaranteed Notes”) will mature on May 18, 2025 and the 5.125% guaranteed notes due 2045 (the “2045 Guaranteed Notes” and together with the 2025 Guaranteed Notes, the “Guaranteed Notes”) will mature on May 18, 2045. Interest on the 2025 Guaranteed Notes will accrue from May 18, 2015 and the first interest payment date of the 2025 Guaranteed Notes will be November 18, 2015. Interest on the 2045 Guaranteed Notes will accrue from May 18, 2015 and the first interest payment date of the 2045 Guaranteed Notes will be November 18, 2015. The interest rate on the Guaranteed Notes may be adjusted under the circumstances described under “Description of Guaranteed Notes—Interest Rate Adjustment”. The Guaranteed Notes will be unsecured and will rank equally with all other present and future unsecured and unsubordinated obligations of CRH America, Inc. and CRH plc. We or CRH plc may redeem the Guaranteed Notes of either series in whole at any time or in part from time to time at the applicable redemption price as described in “Description of Guaranteed Notes—Optional Make-Whole Redemption” in this offering memorandum. In addition, we or CRH plc may redeem the Guaranteed Notes of either series in whole if certain tax events occur. See “Description of Guaranteed Notes—Optional Tax Redemption” in this offering memorandum. If we undergo specific kinds of changes in control, we may be required to offer to repurchase the Guaranteed Notes. See “Description of Guaranteed Notes—Change of Control Repurchase Event” in this offering memorandum. This offering memorandum comprises a Prospectus for purposes of Directive 2003/71/EC (the “Prospectus Directive”). The Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc for the Guaranteed Notes to be admitted to the official list (the “Official List”) and trading on its regulated market (the “Main Securities Market”). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). Such approval relates only to the Guaranteed Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area.

See “Risk Factors” beginning on page 7 of this offering memorandum and on page 52 of CRH plc’s 2014 Annual Report on Form 20-F, which is incorporated by reference in this offering memorandum, for a discussion of certain risks that you should consider in connection with an investment in the Guaranteed Notes.

The Guaranteed Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. Accordingly, the Guaranteed Notes are being offered and sold only to qualified institutional buyers (“QIBs”) in accordance with Rule 144A under the Securities Act (“Rule 144A”) and to persons outside the United States that are not, and are not acting for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in offshore transactions in accordance with Regulation S. Prospective purchasers that are QIBs are hereby notified that the seller of the Guaranteed Notes may be relying on the exemption from the registration requirements under the Securities Act provided by Rule 144A. The Guaranteed Notes are not transferrable except in accordance with the restrictions described in “Notice to Investors and Transfer Restrictions” in this offering memorandum.

Offering Price for the 2025 Guaranteed Notes: 99.877% plus accrued interest, if any, from May 18, 2015 Offering Price for the 2045 Guaranteed Notes: 98.777% plus accrued interest, if any, from May 18, 2015

We expect delivery of the Guaranteed Notes through the facilities of The Depository Trust Company and its direct and indirect participants (including Euroclear and Clearstream, Luxembourg) will be made to investors on or about May 18, 2015.

Joint Bookrunners BofA Merrill Lynch Barclays Credit Agricole CIB Santander May 13, 2015 IMPORTANT INFORMATION

You should rely only on the information contained or incorporated by reference in this offering memorandum (the “offering memorandum”). None of the Issuer, the Guarantor or Barclays Capital, Inc., Credit Agricole Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated or Santander Investment Securities Inc. (collectively, the “initial purchasers”) has authorized anyone to provide you with any information or represent anything about the Issuer, the Guarantor or the initial purchasers, the Issuer’s or the Guarantor’s financial results or this offering that is not contained or incorporated by reference in this offering memorandum. If given or made, any such other information or representation should not be relied upon as having been authorized by the Issuer, the Guarantor or the initial purchasers. None of the Issuer, the Guarantor or the initial purchasers is making an offering of the Guaranteed Notes in any jurisdiction where this offering is not permitted. You should not assume that the information contained or incorporated by reference in this offering memorandum is accurate as at any date other than the date on the front of this offering memorandum.

In making an investment decision, prospective investors must rely on their own examination of the Issuer and the terms of this offering, including the merits and risks involved.

This offering memorandum has been prepared by the Issuer and the Guarantor solely for use in connection with the proposed offering of the Guaranteed Notes described in this offering memorandum and for application to be approved by the Irish Stock Exchange plc for the Guaranteed Notes to be admitted to the Official List of the Irish Stock Exchange plc and to trading on its Main Securities Market. This offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire Guaranteed Notes.

In addition, none of the Issuer, the Guarantor or the initial purchasers or any of our or their respective affiliates or representatives is making any representation to you regarding the legality of an investment in the Guaranteed Notes, and you should not construe anything in this offering memorandum as legal, business or tax advice. You should consult your own advisors as to legal, tax, business, financial and related aspects of an investment in the Guaranteed Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Guaranteed Notes or possess or distribute this offering memorandum, and you must obtain all applicable consents and approvals; none of the Issuer, the Guarantor or the initial purchasers shall have any responsibility for any of the foregoing legal requirements.

The initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained or incorporated by reference in this offering memorandum. Nothing contained or incorporated by reference in this offering memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future.

The Issuer and Guarantor accept responsibility for the information contained or incorporated by reference in this offering memorandum. To the best of the knowledge of the Issuer and the Guarantor, the information contained or incorporated by reference in this offering memorandum is in accordance with the facts and contains no omission likely to affect its import. However, the information set out under the headings “Exchange Rates” and “Clearance and Settlement” and elsewhere in this offering memorandum includes extracts from information and data released by publicly available sources in Europe and elsewhere. Sources have been cited where used. Any information sourced from third parties contained in this offering memorandum has been accurately reproduced and, as far as the Issuer and the Guarantor are aware and are able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. While the Issuer and the Guarantor accept responsibility for the accurate extraction and summarization of such information and data, they have not independently verified the accuracy of such information and data and accept no further responsibility in respect thereof.

i In this offering memorandum, the terms “CRH America,” “the Issuer,” “we,” “our” and “us” refer to CRH America, Inc. CRH plc and its consolidated subsidiaries taken together are referred to as “CRH” or the “Group.” CRH America, Inc. is offering the Guaranteed Notes using this offering memorandum. CRH plc is acting as the guarantor for the Guaranteed Notes offering by CRH America, Inc. using this offering memorandum.

The information set out in relation to sections of this offering memorandum describing clearing arrangements, including the section entitled “Clearance and Settlement”, is subject to any change in or reinterpretation of the rules, regulations and procedures of The Depository Trust Company (“DTC”) currently in effect. While the Issuer accepts responsibility for accurately summarizing the information concerning DTC, it accepts no further responsibility in respect of such information. In addition, this offering memorandum contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to prospective investors upon request to us or the initial purchasers.

By receiving this offering memorandum, you acknowledge that you have had an opportunity to request from the Issuer or the initial purchasers for review, and that you have received, all additional information you deem necessary to verify the accuracy and completeness of the information contained or incorporated by reference in this offering memorandum. You also acknowledge that you have not relied on the initial purchasers in connection with your investigation of the accuracy of this information or your decision whether to invest in the Guaranteed Notes.

The Issuer reserves the right to withdraw this offering at any time. The Issuer is making this offering subject to the terms described in this offering memorandum and the purchase agreement relating to the Guaranteed Notes entered into between the Issuer and the initial purchasers (the “purchase agreement”). The Issuer and the initial purchasers reserve the right to reject all or a part of any offer to purchase the Guaranteed Notes, for any reason. The Issuer and the initial purchasers also reserve the right to sell less than all of the Guaranteed Notes offered by this offering memorandum or to sell to any purchaser less than the amount of Guaranteed Notes it has offered to purchase.

None of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory authority has approved or disapproved of the Guaranteed Notes, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense in the United States and could be a criminal offense in other countries.

The Issuer and the Guarantor are not and will not be regulated by the Central Bank of Ireland as a result of issuing the Guaranteed Notes. Any investment in the Guaranteed Notes does not have the status of a bank deposit and is not within the scope of the deposit protection scheme operated by the Central Bank of Ireland.

This offering memorandum comprises a Prospectus for purposes of the Prospectus Directive. The Prospectus has been approved by the Central Bank, as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc for the Guaranteed Notes to be admitted to the Official List and trading on the Main Securities Market. The Main Securities Market is a regulated market for the purposes of the Markets in Financial Instruments Directive. Such approval relates only to the Guaranteed Notes which are to be admitted to trading on a regulated market for the purposes of the Markets in Financial Instruments Directive and/or which are to be offered to the public in any Member State of the European Economic Area.

The Guaranteed Notes are subject to restrictions on transferability and resale and may not be transferred or resold, except as permitted under the Securities Act and the applicable state securities laws, pursuant to

ii registration or exemption therefrom. As a prospective investor, you should be aware that you may be required to bear the financial risks of this investment (including the risk of a complete loss of your investment) for an indefinite period of time. Please refer to the sections in this offering memorandum entitled “Plan of Distribution” and “Notice to Investors and Transfer Restrictions”.

The distribution of this offering memorandum and the offering and sale of the Guaranteed Notes in certain jurisdictions may be restricted by law. Please see “Notice to US Investors,” “Notice to New Hampshire Residents,” “Notice to EEA Investors” and “Notice to UK Investors”.

The Guaranteed Notes will be issued in the form of two or more global notes. Please see “Description of the Guaranteed Notes”.

NOTICE TO US INVESTORS

Each purchaser of the Guaranteed Notes will be deemed to have made the representations, warranties and acknowledgements that are described in this offering memorandum under “Notice to Investors and Transfer Restrictions”.

The Guaranteed Notes offered hereby have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold in the United States, except to “qualified institutional buyers”, or QIBs, within the meaning of Rule 144A in reliance on an exemption from the registration requirements of the Securities Act provided by Rule 144A. Prospective purchasers are hereby notified that the sellers of the Guaranteed Notes may be relying on the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A. The Guaranteed Notes may be offered and sold to persons outside the United States that are not, and are not acting for the account or benefit of, “U.S. persons” (as defined in Regulation S) in reliance on Rule 903 or Rule 904 of Regulation S. For a description of certain further restrictions on resale or transfer of the Secured Notes, please see “Notice to Investors and Transfer Restrictions”.

The Guaranteed Notes described in this offering memorandum have not been registered with, recommended by or approved by the SEC, any state securities commission in the United States or any other securities commission or regulatory authority, nor has the SEC, any state securities commission in the United States or any such securities commission or authority passed upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offence.

THE GUARANTEED NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED (“RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS

iii OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO EEA INVESTORS

This offering memorandum has been prepared on the basis that all offers to the public of the Guaranteed Notes in any Member State of the European Economic Area that has implemented the Prospectus Directive (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in a Relevant Member State of Guaranteed Notes, which are the subject of the placement contemplated in this offering memorandum, may only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to publish a prospectus for such offer pursuant to Article 3 of the Prospectus Directive. Neither the Issuer nor any of the initial purchasers have authorized, nor do they authorize the making of any offer of the Guaranteed Notes through any financial intermediary other than the offers made by the initial purchasers, which constitute the final placement of the Guaranteed Notes contemplated in this offering memorandum. Neither the Issuer nor any of the initial purchasers have authorized, nor do they authorize, the making of an offer of Guaranteed Notes in circumstances in which an obligation arises for the Issuer or any of the initial purchasers to publish or supplement a prospectus for such offer.

For the purposes of this section, the expression an “offer to the public” in relation to any Guaranteed Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Guaranteed Notes to be offered to enable an investor to decide to purchase or subscribe for any Guaranteed Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in that Relevant Member State.

NOTICE TO UK INVESTORS

This offering memorandum is only being distributed to and is only directed at, (i) persons who are outside of the U.K., or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Guaranteed Notes will only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Guaranteed Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this offering memorandum or any of its contents.

NOTICE TO IRISH INVESTORS

No action may be taken with respect to the Guaranteed Notes in Ireland otherwise than in conformity with the provisions of (a) the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (as amended), including, without limitation, Regulations 7 and 152 thereof or any codes of conduct used in connection therewith and the provisions of the Investor Compensation Act 1998; (b) the Companies Acts 1963 to 2013 of Ireland (as amended and/or superseded by the Companies Act 2014 of Ireland, which is expected to be commenced by statutory instrument with effect from 1 June 2015), the Central Bank Acts 1942 to 2014 (as

iv amended) and any codes of conduct rules made under Section 117(1) of the Central Bank Act 1989; (c) the Market Abuse (Directive 2003/6/EC) Regulations 2005 (as amended) of Ireland; and (d) the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) of Ireland and any rules issued under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005, by the Central Bank of Ireland.

STABILIZATION

In connection with the offering of the Guaranteed Notes, Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Stabilizing Manager”) (or persons acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Guaranteed Notes at a level higher than that which might otherwise prevail. However, there is no assurance and may be no obligation on the Stabilizing Manager that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offering of the Guaranteed Notes is made and, if begun, may be ended at any time, but it must end no later than 30 days after the date on which the Issuer receives the proceeds of the issue, or no later than 60 days after the date of the allotment of the Guaranteed Notes, whichever is the earlier. Any stabilization action or over-allotment must be conducted by the Stabilizing Manager (or persons acting on its behalf) in accordance with all applicable laws and rules.

FORWARD-LOOKING STATEMENTS

In order to utilize the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, CRH plc is providing the following cautionary statement.

This offering memorandum, which includes the documents incorporated by reference, contains certain forward-looking statements with respect to the financial condition, results of operations and business of CRH and certain of the plans and objectives of CRH plc including the statements in the 2014 Form 20-F under “Strategy Review—Chief Executive’s Introduction—Outlook for 2015;” in “Business Performance Review—Finance Director’s Introduction” with respect to CRH plc’s belief that the Group has sufficient resources to meet its debt obligations and capital and other expenditure requirements in 2015; in the “Business Performance Review” section with respect to CRH plc’s expectations regarding economic activity and fiscal developments in its operating regions; CRH plc’s expectations for the residential, non-residential and infrastructure markets; CRH plc’s expectation for operating profits and/or margins in 2015 under the heading “Outlook” in each of the six operating segment reviews; under the heading “Strategy Review—Proposed Acquisition—Announced February 2015” with respect to the expected benefits and reasons for the proposed Acquisition, the timing of regulatory approvals and other conditions and the timing for completion of the proposed Acquisition; under the heading “China and India—Equity Accounted Investments—Outlook” with respect to future market conditions in China and India; under the heading “Risk Factors—Financial Instruments” with respect to expectations regarding PBITDA/net interest cover as a result of the proposed Acquisition; and also including the statements in the section of this offering memorandum entitled “Recent Developments—2015 Interim Management Statement”, including under the headings “Trading Backdrop and Outlook” and “Cost Reduction Program”, in particular with respect to CRH plc’s expectations regarding performance and results for the first half and second half of 2015, further cost savings in 2015, consumer sentiment, monetary policy in Europe, housing trends and infrastructure activity. These forward-looking statements may generally, but not always, be identified by the use of words such as “will,” “anticipates,” “should,” “expects,” “is expected to,” “estimates,” “believes,” “intends” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future and reflect our and CRH plc’s current expectations and assumptions as to such future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including those discussed in “Strategy Review—Risk Factors” in the 2014 Form 20-F, and under the heading “Risk Factors” in this offering memorandum.

v Any forward-looking statements made by us or the Guarantor or on our or its behalf speak only as of the date they are made. We and the Guarantor do not undertake to update forward-looking statements to reflect any changes to our or its expectations or any changes in events, conditions or circumstances on which any such statement is based.

WHERE YOU CAN FIND MORE INFORMATION ABOUT CRH

CRH plc files, on Form 6-K, special reports and other information with the SEC. CRH plc also files its annual report on Form 20-F with the SEC. You may read and copy any document that CRH plc files at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. The SEC filings are also available to the public from commercial document retrieval services and at the Internet World Wide Web site maintained by the SEC at http://www.sec.gov/. CRH plc’s ordinary shares are listed on the Irish Stock Exchange plc and the London Stock Exchange and, since March 31, 2006, CRH plc’s American depositary shares, representing ordinary shares of CRH plc, are quoted on the New York Stock Exchange. You can consult reports and other information about CRH plc that it has filed pursuant to the rules of the New York Stock Exchange, the Irish Stock Exchange plc and the London Stock Exchange at those exchanges.

Copies of all documents incorporated by reference in this offering memorandum are available on the website of the Irish Stock Exchange plc at www.ise.ie. In addition, prior to issuance of the Guaranteed Notes and for the life of the offering memorandum, copies of the documents incorporated by reference, as well as the Memorandums and Articles of Association of the Guarantor and the Issuer, the Indenture and specimens of the Global Securities will be made available in physical form, at no cost, upon written or telephonic request to CRH plc at the following address:

CRH plc Belgard Castle, Belgard Road Clondalkin, Dublin 22 Ireland Tel. No.: 011 353 1 404 1000

Certain documents relating to this offering memorandum are available on CRH plc’s website, http://www.crh.com. Information on or accessible through CRH plc’s website, other than the documents specifically incorporated by reference below, does not form part of and is not incorporated into this document. References in this document to other documents on the CRH plc website are included only as an aid to their location.

If at any time while the Guaranteed Notes constitute “restricted securities” within the meaning of the Securities Act, CRH plc is not subject to the informational requirements of Sections 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), CRH plc will furnish to holders of the Guaranteed Notes and prospective purchasers thereof the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the Guaranteed Notes.

INCORPORATION BY REFERENCE

We are incorporating by reference into this offering memorandum certain information we file or furnish to the SEC and/or submit to the Irish Stock Exchange plc, which means that we are disclosing important information to you by referring to that information. The information incorporated by reference is considered to be a part of this offering memorandum. We incorporate by reference the documents listed below: • CRH plc’s 2014 Annual Report on Form 20-F (the “2014 Form 20-F”) dated March 12, 2015, filed with the SEC on March 12, 2015;

vi • the historical financial information on pages 27 to 35, 39 to 63, 67 to 79, 83 to 94, 98 to 122 and 126 to 144 of the Circular to Shareholders dated February 20, 2015 (the “EGM Circular”) related to the Extraordinary General Meeting held on March 19, 2015 to approve the proposed acquisition of certain assets being disposed of by Lafarge S.A. and Holcim Ltd, contained in a Report on Form 6-K of CRH plc furnished to the SEC on February 23, 2015 (in respect of this information, please see the important notice contained in the bold paragraph immediately below); • report on Form 6-K of CRH plc dated April 27, 2015, which contains a News Release (the “News Release”) regarding changes in management, filed with the SEC on April 29, 2015 (the “April 29 Form 6-K”); and • the Consolidated Financial Statements of CRH America, Inc. for the years ended December 31, 2014 and 2013 prepared on the basis of U.S. GAAP, furnished by CRH America, Inc. to the Irish Stock Exchange by means of an Announcement on April 27, 2015, available at http://www.rns-pdf.londonstockexchange.com/rns/4117L_-2015-4-27.pdf.

The historical financial information provided in the EGM Circular, incorporated by reference herein, was provided by Lafarge and Holcim for use in the preparation of the EGM Circular, is based on third party information and is unaudited for purposes of this offering memorandum. See “Risk Factors—Risks Relating to the Proposed Acquisition” and “Recent Developments—Proposed Acquisition” for further information relating to the compilation and presentation of this information.

Where any information incorporated by reference constitutes only certain parts of a document, the parts of such document not incorporated into this offering memorandum are either (i) not relevant to an investor in the Guaranteed Notes or (ii) covered elsewhere in this offering memorandum.

The documents incorporated by reference in this offering memorandum have been filed with the Central Bank of Ireland in connection with our application for admission to the Official List of the Irish Stock Exchange plc and for trading on its Main Securities Market.

CRH plc’s 2014 Form 20-F contains a summary description of CRH plc’s business and audited consolidated financial statements with a report by our independent auditors. These financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. We refer to these accounting principles as IFRS in this offering memorandum.

The documents incorporated by reference herein are available for review on the website of the Irish Stock Exchange plc: • Consolidated Financial Statements of CRH America, Inc. for the years ended December 31, 2014 and 2013, available at http://www.rns-pdf.londonstockexchange.com/rns/4117L_-2015-4-27.pdf. • 2014 Form 20-F, available at http://www.ise.ie/debt_documents/CRH%202014-annual-report-on-form- 20-f(16926386_1)_7020b7a9-25e9-4f41-8f5e-74ad47350eb3.PDF?v=1142015; • The historical financial information on pages 27 to 35, 39 to 63, 68 to 79, 83 to 94, 98 to 122 and 126 to 144 of the EGM Circular, available at http://www.ise.ie/debt_documents/ EGM%20Circular(16926370_1)_2a65428f-0e5b-4d81-b43b-6788d3f04dde.PDF?v=1142015; and • News Release regarding changes in management, included in the April 29 Form 6-K, available at http://www.ise.ie/app/announcementDetails.aspx?ID=12329805.

You should rely only on the information that we and CRH plc incorporate by reference or provide in this offering memorandum. Neither we nor CRH plc has authorized anyone to provide you with different information. We are not making an offer of these Guaranteed Notes in any jurisdiction where the offer is not permitted. You should not assume that the information in this offering memorandum is accurate as of any date other than the date on the front of those documents.

vii TABLE OF CONTENTS

Offering Memorandum

Important Information ...... i Notice to US Investors ...... iii Notice to New Hampshire Residents ...... iii Notice to EEA Investors ...... iv Notice to UK Investors ...... iv Notice to Irish Investors ...... iv Stabilization ...... v Forward-Looking Statements ...... v Where You Can Find More Information About CRH ...... vi Incorporation by Reference ...... vi Overview ...... 1 Risk Factors ...... 7 Recent Developments ...... 10 Use of Proceeds ...... 18 Capitalization and Indebtedness of CRH PLC ...... 19 Exchange Rates ...... 20 Description of Guaranteed Notes ...... 21 Clearance and Settlement ...... 39 Taxation ...... 42 ERISA Considerations ...... 47 Plan of Distribution ...... 49 General information ...... 52 Notice to Investors and Transfer Restrictions ...... 53 Validity of Guaranteed Notes and Guarantees ...... 56 Experts ...... 56 OVERVIEW

This overview does not contain all of the information that is important to you. You should read carefully the entire offering memorandum and the documents incorporated by reference herein, for more information on this offering and CRH plc.

The Company and the Guarantor

CRH plc is the parent company for an international group of companies engaged in the manufacture and supply of a wide range of building materials and in the operation of builders’ merchanting and “Do-It-Yourself” stores. CRH plc, which has its primary listing on The London Stock Exchange, is also one of the largest companies, based on market capitalization, quoted on The Irish Stock Exchange plc in Dublin. CRH plc’s American Depositary Shares are listed on the New York Stock Exchange in the United States. CRH plc has operations in 34 countries, mainly in Western Europe and North America as well as, to a lesser degree, in developing markets in Eastern Europe, South America, the Mediterranean basin, China, India, Malaysia and Australia, employing approximately 76,000 people at over 3,300 locations.

CRH plc is a public limited company incorporated in Ireland with registered number 12965 operating under the Companies Acts of Ireland, 1963 to 2013 and the Investment Funds, Companies and Miscellaneous Provisions Act, 2006, each as amended. Roadstone, Limited, which later became CRH plc, was incorporated on June 20, 1949. It has its principal executive offices at Belgard Castle, Clondalkin, Dublin 22, Ireland, Tel. No.: + 353 1 404 1000.

You can find a more detailed description of CRH plc’s business in CRH plc’s 2014 Form 20-F and other documents incorporated by reference into this offering memorandum.

We are an indirect wholly-owned operating subsidiary of CRH plc, and were registered as a corporation under the General Corporation Law of the State of Delaware on December 10, 1981 (registration no. 0928127). We act as a holding company for certain U.S. operating subsidiaries engaged in the production and sale of precast concrete products but we are primarily a financing vehicle for CRH plc’s U.S. operating companies and, other than as described above, have no independent operations, other than holding cash and U.S. government securities from time to time. Our sole shareholder is Americas Products & Distribution, Inc. The rights of Americas Products & Distribution, Inc. as our shareholder are contained in our articles of association. We will be managed in accordance with those articles and the provisions of the Delaware General Corporation Law. Our principal executive offices are located at 900 Ashwood Parkway, Suite 600, Atlanta, Georgia 30338, Tel. No.: + 1 770 804 3363.

We are a 100% owned operating subsidiary of CRH plc, and the debt securities we may issue under this offering memorandum will be fully and unconditionally guaranteed by CRH plc. Note 34 to the Consolidated Financial Statements of the 2014 Form 20-F presents consolidating information for the Condensed Balance Sheets as at December 31, 2014 and 2013 and Condensed Group Income Statements and Group Cash Flows for the years ended December 31, 2014, 2013 and 2012 of us and CRH plc on the basis of IFRS. Our separate audited consolidated financial statements prepared on the basis of U.S. GAAP are incorporated by reference in this offering memorandum. There are significant differences between IFRS and U.S. GAAP. Please see the notes to our audited financial statements and those of CRH plc, incorporated by reference herein, for summaries of our significant accounting policies and those of CRH plc.

1 Concurrent Debt Tender Offers

Concurrent with this offering and conditional on completion of the offering in an aggregate principal amount of no less than $1,000,000,000 of Guaranteed Notes (unless waived) we have made offers to purchase for cash (together, the “Offer to Purchase”) any and all of the $350,000,000 aggregate outstanding principal amount of 4.125% Notes due 2016 and the $1,250,000,000 outstanding principal amount of 6.000% Notes due 2016, respectively (together, the “Tender Offer Notes”), issued in each case by us and guaranteed by CRH plc, including the payment of interest and applicable premiums. One or more of the initial purchasers may own Tender Offer Notes and be eligible to participate in the Offer to Purchase. The Offer to Purchase is conditioned upon the satisfaction or waiver of certain specified conditions, and we cannot assure you that the Offer to Purchase will be consummated in accordance with its respective terms, or at all, or that the Tender Offer Notes will be tendered and purchased in the Offer to Purchase. This offering is not conditioned upon the consummation of the Offer to Purchase.

In addition, we or CRH plc may from time to time elect to redeem any or all of the Tender Offer Notes not purchased pursuant to the Offer to Purchase (the “Redemption notes”). The Redemption notes will be redeemed at the amount specified in the indenture governing them, which includes a make-whole amount. This offering memorandum is not a notice of redemption. Any notice of redemption will be made in accordance with the applicable provisions of the indenture governing the Redemption notes.

2 The Offering

Issuer ...... CRHAmerica, Inc.

Guarantor ...... CRHplc

Guaranteed Notes ...... $1,250,000,000 initial principal amount of 3.875% Guaranteed Notes due 2025. $500,000,000 initial principal amount of 5.125% Guaranteed Notes due 2045.

Guarantee ...... Full, irrevocable and unconditional guarantees of the principal, interest, premium, if any, and any other amounts payable in respect of the Guaranteed Notes are given by CRH plc.

Maturity ...... Wewill repay the 2025 Guaranteed Notes at 100% of their principal amount plus accrued and unpaid interest on May 18, 2025. We will repay the 2045 Guaranteed Notes at 100% of their principal amount plus accrued and unpaid interest on May 18, 2045.

Interest Payment Dates ...... May18andNovember 18, commencing November 18, 2015.

Calculation of Interest ...... Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Interest Rate Adjustment ...... Theinterest rate payable on the Guaranteed Notes will be subject to adjustments from time to time if Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services downgrades (or if either subsequently upgrades) the rating on the Guaranteed Notes as described under “Description of Guaranteed Notes—Interest Rate Adjustment.”

Issue Price ...... 99.877% for the 2025 Guaranteed Notes

98.777% for the 2045 Guaranteed Notes

Form and Denomination ...... Wewill issue the Guaranteed Notes in fully registered form in denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Guaranteed Notes of each series will be represented by one or more global securities registered in the name of a nominee of The Depository Trust Company, or DTC. You will hold beneficial interests in the Guaranteed Notes through DTC, and DTC and its direct and indirect participants (including Euroclear and Clearstream, Luxembourg) will record your beneficial interest on their books. We will not issue certificated Guaranteed Notes except in the limited circumstances that we explain in this offering memorandum. Settlement of the Guaranteed Notes will occur through DTC in same day funds.

3 Further Issues ...... Wemayfrom time to time without the consent of the holders of Guaranteed Notes create and issue further Guaranteed Notes of the applicable series having the same terms and conditions as the Guaranteed Notes of the relevant series so that the further issue is consolidated and forms a single series with such series of Guaranteed Notes, provided that such additional Guaranteed Notes will be fungible with the Guaranteed Notes for U.S. federal income tax purposes.

Settlement ...... Payment for the Guaranteed Notes shall be made against delivery to Cede & Co., as nominee for DTC, on May 18, 2015 (T+4). Trades of securities in the secondary market generally are required to settle in three business days, referred to as T+3, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the Guaranteed Notes will not be made on a T+3 basis, investors who wish to trade the Guaranteed Notes before a final settlement will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.

Optional Make-Whole Redemption of the 2025 Guaranteed Notes ...... The2025 Guaranteed Notes will be redeemable at our option or at the option of CRH plc, in whole at any time or in part from time to time. See “Description of Guaranteed Notes—Optional Make-Whole Redemption” in this offering memorandum.

Upon redemption prior to February 18, 2025 (three months before maturity), we or CRH plc will pay a redemption price equal to the greater of (1) 100% of the principal amount of the 2025 Guaranteed Notes to be redeemed plus accrued and unpaid interest to the date of redemption and (2)(a) the sum of the present values of the remaining scheduled payments of principal and interest on such 2025 Guaranteed Notes (excluding any interest accrued as of the date of the redemption) plus (b) accrued and unpaid interest to the date of redemption. The present value will be determined by discounting the remaining principal and interest payments to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the Treasury Rate plus 25 basis points in the case of the 2025 Guaranteed Notes.

Upon redemption on or after February 18, 2025 (three months before maturity), we or CRH plc will pay a redemption price equal to 100% of the principal amount of the 2025 Guaranteed Notes to be redeemed plus accrued and unpaid interest to the date of redemption. See “Description of Guaranteed Notes—Optional Make-Whole Redemption” in this offering memorandum.

Optional Make-Whole Redemption of the 2045 Guaranteed Notes ...... The2045 Guaranteed Notes will be redeemable at our option or at the option of CRH plc, in whole at any time or in part from time to time. See “Description of Guaranteed Notes—Optional Make-Whole Redemption” in this offering memorandum.

4 Upon redemption prior to November 18, 2044 (six months before maturity), we or CRH plc will pay a redemption price equal to the greater of (1) 100% of the principal amount of the 2045 Guaranteed Notes to be redeemed plus accrued and unpaid interest to the date of redemption and (2)(a) the sum of the present values of the remaining scheduled payments of principal and interest on such 2045 Guaranteed Notes (excluding any interest accrued as of the date of the redemption) plus (b) accrued and unpaid interest to the date of redemption. The present value will be determined by discounting the remaining principal and interest payments to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the Treasury Rate plus 35 basis points in the case of the 2045 Guaranteed Notes. Upon redemption on or after November 18, 2044 (six months before maturity), we or CRH plc will pay a redemption price equal to 100% of the principal amount of the 2045 Guaranteed Notes to be redeemed plus accrued and unpaid interest to the date of redemption. See “Description of Guaranteed Notes—Optional Make-Whole Redemption” in this offering memorandum. Payment of Additional Amounts ..... Allpayments by us of the principal or interest on the Guaranteed Notes and all payments by CRH plc under the guarantees will be made free and clear of any withholding for taxes or any other governmental charge, unless such withholding is required by the laws of any jurisdiction where we or CRH plc are incorporated or tax resident. In the event that CRH plc is required to withhold such taxes, CRH plc will be required, subject to certain exceptions, to pay you an additional amount so that the net amount you receive is the amount specified in the Guaranteed Note to which you are entitled. No additional amounts will be payable in respect of any withholding for taxes or governmental charges imposed by the United States government or any political subdivision of the United States government or on payments by us. Please see “Description of Guaranteed Notes—Payment of Additional Amounts”. Tax Redemption ...... Intheevent of certain changes in tax law that would require CRH plc to pay additional amounts or withhold taxes from payments to us in respect of a series of Guaranteed Notes or in certain other circumstances as described in “Description of Guaranteed Notes—Payment of Additional Amounts”, we or CRH plc may call all, but not less than all, of the Guaranteed Notes of the relevant series for redemption at the principal amount thereof, together with accrued and unpaid interest to the date of redemption. We discuss our ability to redeem the Guaranteed Notes in greater detail in “Description of Guaranteed Notes—Optional Tax Redemption”. Risk Factors ...... Youshould carefully consider all of the information in this offering memorandum, which includes information incorporated by reference. In particular, you should evaluate the specific factors under “Risk Factors” in this offering memorandum and beginning on page 52 of the 2014 Form 20-F for risks involved with an investment in the Guaranteed Notes.

5 Transfer Restrictions ...... TheGuaranteed Notes have not and will not be registered under the Securities Act. You may only offer or sell Guaranteed Notes in a transaction exempt from or not subject to the registration requirements of the Securities Act. Please see “Notice to Investors.”

Use of Proceeds ...... Thenetproceeds, after deducting the initial purchasers’ discount and other estimated offering expenses payable by us, from the sale of the Guaranteed Notes offered hereby will be approximately $1,734,702,500. We intend to use the net proceeds from this offering, together with cash on hand, as necessary, to fund offers to purchase for cash any and all of the $350,000,000 aggregate outstanding principal amount of 4.125% Notes due 2016 and the $1,250,000,000 outstanding principal amount of 6.000% Notes due 2016, issued in each case by us and guaranteed by CRH plc, including the payment of interest and applicable premiums. We intend to use any net proceeds remaining from this offering, including if the Offer to Purchase is not consummated, for general corporate purposes, which may include repayment of upcoming maturities of outstanding debt. See “Overview—Concurrent Debt Tender Offers”.

Change of Control Repurchase Event ...... Ifachange of control repurchase event occurs, unless we or CRH plc have exercised our right to redeem the Guaranteed Notes in full as described above, we will make an offer to each holder of Guaranteed Notes to repurchase all or, at the holders’ option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Guaranteed Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Guaranteed Notes repurchased, plus any accrued and unpaid interest on the Guaranteed Notes repurchased to the date of purchase. See “Description of Guaranteed Notes—Change of Control Repurchase Event” in this offering memorandum.

Listing ...... Wewill apply to list the Guaranteed Notes on the Main Securities Market of the Irish Stock Exchange plc.

Expected Ratings ...... 2025 Guaranteed Notes: Baa2 (Moody’s) / BBB+ (S&P) 2045 Guaranteed Notes: Baa2 (Moody’s) / BBB+ (S&P)

Trustee and Principal Paying Agent ...... TheBank of New York Mellon

Ranking ...... TheGuaranteed Notes and the guarantees are not secured by any of our or CRH plc’s property or assets and will rank equally with all of our and CRH plc’s other present and future unsecured and unsubordinated indebtedness.

Governing Law ...... TheGuaranteed Notes will be governed by the laws of the State of New York.

6 RISK FACTORS

Investing in the Guaranteed Notes offered using this offering memorandum involves risk. You should consider carefully the risks described below before you decide to buy the Guaranteed Notes. If any of the following risks actually occurs, CRH plc’s business, financial condition and results of operations would likely suffer. In this case, the trading price and liquidity of the Guaranteed Notes could decline, and you may lose all or part of your investment.

Risks Relating to CRH America, Inc. and CRH plc’s Business You should read “Risk Factors” in CRH plc’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, which is incorporated by reference in this offering memorandum for information on risks relating to CRH America, Inc. and CRH plc’s business.

Risks Relating to the Guaranteed Notes Since we and CRH plc are holding companies and currently conduct our operations through subsidiaries, your right to receive payments on the Guaranteed Notes is subordinated to the other liabilities of our subsidiaries and CRH plc’s subsidiaries. We and CRH plc are organized as holding companies, and substantially all of our operations are carried on through subsidiaries. Our and CRH plc’s principal source of income is the dividends and distributions received from our subsidiaries. CRH plc has given guarantees to secure obligations of consolidated subsidiary undertakings amounting to €5.8 billion in respect of loans, bank advances, derivative obligations and future lease obligations, €288 million in respect of letters of credit, and €5 million in respect of other obligations, as of December 31, 2014. Our and CRH plc’s ability to meet our financial obligations is dependent upon the availability of cash flows from domestic and, in the case of CRH plc, foreign subsidiaries and affiliated companies through dividends, intercompany advances, management fees and other payments. Our subsidiaries and the subsidiaries of CRH plc are not guarantors of the Guaranteed Notes that we are offering in this offering memorandum. Moreover, these subsidiaries and affiliated companies are not required and may not be able to pay dividends to us or CRH plc. Claims of the creditors of our subsidiaries or the creditors of CRH plc’s subsidiaries have priority as to the assets of such subsidiaries over the claims of our creditors or the creditors of CRH plc. Consequently, holders of our notes that are guaranteed by CRH plc are structurally subordinated, on our or CRH plc’s insolvency, to the prior claims of the creditors of our or CRH plc’s subsidiaries.

In addition, some of CRH plc’s subsidiaries are subject to laws restricting the amount of dividends they may pay. For example, these laws may prohibit dividend payments when net assets would fall below subscribed share capital, when the subsidiary lacks available profits or when the subsidiary fails to meet certain capital and reserve requirements. These profits consist of accumulated, realized profits, which have not been previously utilized, less accumulated, realized losses, which have not been previously written off. Other statutory and general law obligations also affect the ability of directors of CRH plc’s subsidiaries to declare dividends and the ability of our subsidiaries to make payments to us on account of intercompany loans.

Since the Guaranteed Notes are unsecured, your right to receive payments may be adversely affected. The Guaranteed Notes that we are offering will be unsecured. The Guaranteed Notes are not subordinated to any of our other debt obligations and therefore they will rank equally with all of our other unsecured and unsubordinated indebtedness. As of December 31, 2014, we had no secured indebtedness for borrowed money outstanding. As of December 31, 2014, €1 million of the Group’s debt was secured on specific items of property, plant and equipment. If we default on the Guaranteed Notes or CRH plc defaults on the guarantees, or after bankruptcy, examinership, liquidation or reorganization, then, to the extent that we or CRH plc have granted security over our or its assets, the assets that secure these debts will be used to satisfy the obligations under that secured debt before we or CRH plc can make payment on the Guaranteed Notes or the guarantees. There may only be limited assets available to make payments on the Guaranteed Notes or the guarantees in the event of an

7 acceleration of the Guaranteed Notes. If there is not enough collateral to satisfy the obligations of the secured debt, then the remaining amounts on the secured debt would share equally with all unsubordinated unsecured indebtedness.

One or more independent credit rating agencies may assign credit ratings to the Guaranteed Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Guaranteed Notes. A credit rating is not a recommendation to buy, sell or hold securities, may be revised or withdrawn by the rating agency at any time, and each such rating should be evaluated independently of any other rating. Purchasers of the Guaranteed Notes rely on our creditworthiness and the creditworthiness of CRH plc and no other person. Investment in the Guaranteed Notes involves the risk that subsequent changes in our actual or perceived creditworthiness may adversely affect the market value of the Guaranteed Notes.

Your rights as a holder of Guaranteed Notes may be inferior to the rights of holders of debt securities issued under a different series pursuant to the Indenture. The Guaranteed Notes are governed by a document called an indenture. The indenture relating to our Guaranteed Notes (the “Indenture”) is a contract among us, CRH plc and The Bank of New York Mellon, as trustee. We may issue as many distinct series of debt securities under our Indenture as we wish. We may also issue series of debt securities under our Indenture that provide holders with rights superior to the rights already granted or that may be granted in the future to note holders of other series. You should read carefully the specific terms of each series of Guaranteed Notes which are set out below under “Description of Guaranteed Notes.”

Should CRH plc default on its guarantees, your right to receive payments on the guarantees may be adversely affected by Irish insolvency laws. CRH plc has its registered office in Ireland and consequently it is likely that any insolvency proceedings applicable to it would be governed by Irish law. If an Irish company is unable, or likely to be unable, to pay its debts, an examiner may be appointed to facilitate the survival of the company and the whole or any part of its business. If an examiner is appointed, a protection period will be imposed so that the examiner can formulate and implement his proposals for a compromise or scheme of arrangement. During the protection period, any enforcement action by a creditor of the Irish company is prohibited. In addition, the Irish company would be prohibited from paying any debts existing at the time of the presentation of the petition to appoint an examiner.

In an insolvency of CRH plc, the claims of certain preferential creditors (including the Irish Revenue Commissioners for certain unpaid taxes) will rank in priority to claims of unsecured creditors.

If CRH plc becomes subject to an insolvency proceeding and CRH plc has obligations to creditors that are treated under Irish law as creditors that are senior relative to the holders of the Guaranteed Notes (including secured creditors), the holders of the Guaranteed Notes may suffer losses as a result of their subordinated status during such insolvency proceeding.

Since CRH plc is an Irish company and a substantial portion of its assets and key personnel are located outside the United States, you may not be able to enforce any U.S. judgment for claims you may bring against CRH plc or its key personnel both in and outside the United States. CRH plc is organized under the laws of Ireland. Many of its assets are located outside the United States. In addition, some of the members of CRH plc’s board of directors and officers are residents of countries other than the United States. As a result, it may not be possible for you to effect service of process within the United States upon CRH plc or these persons or to enforce against CRH plc or these persons any judgments in civil and commercial matters, including judgments under United States federal securities laws. There are doubts as to the enforceability in Ireland, in original U.S. court actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities whether solely based on U.S. federal securities laws or otherwise. Therefore you may have difficulty enforcing any U.S. judgment against CRH plc or its non-U.S. resident directors and officers both in and outside the United States.

8 The Guaranteed Notes may lack a developed trading market and such a market may never develop. The Guaranteed Notes issued by us may be listed on the Irish Stock Exchange plc or another recognized stock exchange. However, there can be no assurance that an active trading market will develop for either series of the Guaranteed Notes even if the series is listed on a securities exchange. There can also be no assurance regarding the ability of holders of our Guaranteed Notes to sell their Guaranteed Notes or the price at which such holders may be able to sell their Guaranteed Notes. If a trading market were to develop, the Guaranteed Notes could trade at prices that may be higher or lower than the initial offering price and this may result in a return that is greater or less than the interest rate on the Guaranteed Notes, depending on many factors, including, among other things, prevailing interest rates, CRH plc’s financial results, any decline in CRH plc’s credit-worthiness and the market for similar securities.

The initial purchasers may make a market in the Guaranteed Notes as permitted by applicable laws and regulations but will have no obligation to do so, and any such market-making activities may be discontinued at any time. Therefore, there can be no assurance as to the liquidity of any trading market for the securities or that an active public market for the securities will develop.

Risks Relating to the Proposed Acquisition You should read “Risk Factors—Risks and Uncertainties Related to the Proposed Acquisition” in CRH plc’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, which is incorporated by reference in this offering memorandum for information on risks relating to the proposed acquisition.

The financial information in respect of certain assets being acquired by CRH plc from Lafarge S.A. and Holcim Ltd presented in this offering memorandum and incorporated by reference herein was prepared by third parties and not from CRH plc’s systems, does not comply with Regulation S-X and is unaudited for purposes of this offering memorandum. The financial information in respect of the newly incorporated and pre-existing subsidiaries that hold the assets being acquired by CRH plc (the “NewCo Group”) from Lafarge S.A. (“Lafarge”) and Holcim Ltd (“Holcim”) in advance of their proposed merger (the “Acquisition”) presented in this offering memorandum and incorporated herein by reference from the EGM Circular is unaudited for purposes of this offering memorandum and does not comply with the requirements of Rule 3-05 of Regulation S-X promulgated by the SEC, does not give pro forma effect to the Acquisition or meet certain other requirements that would apply if the Guaranteed Notes were being sold in a transaction subject to the registration requirements of the Securities Act. In considering an investment in the Guaranteed Notes, you should be aware that we have not included the annual historical financial information for the NewCo Group that would be required by Regulation S-X or any pro forma financial information related to the Acquisition in this offering memorandum.

You should also note the bases of compilation of the financial information with respect to the NewCo Group as set forth in “Recent Developments—Proposed Acquisition” and in the financial statements and financial information incorporated by reference herein and should take into account the limitations inherent in such financial information when considering the financial information of the NewCo Group. Financial information regarding the NewCo Group has been prepared by CRH plc on the basis of information which has been provided to CRH plc by Lafarge and Holcim and their advisors with respect to the NewCo Group. Although CRH plc has no knowledge that would indicate that any such financial information is inaccurate, incomplete or untrue, CRH plc has not verified for purposes of this offering memorandum the accuracy, completeness or truth of the financial statements and information which it has received from Lafarge and Holcim. Any failure by Lafarge or Holcim to disclose matters of which CRH plc is unaware may affect the significance or accuracy of such information. Undisclosed or undiscovered matters may exist that are adverse to the NewCo Group and which may have a material adverse effect on the financial condition of and results of operations and/or may result in additional costs or liabilities to CRH plc and its subsidiaries following completion of the Acquisition.

9 RECENT DEVELOPMENTS

2015 Interim Management Statement On May 6, 2015, CRH plc published its 2015 Interim Management Statement for the period January 1, 2015 to April 30, 2015 (“IMS”). The IMS includes figures given on a “constant currency” basis, which excludes the impact of foreign currency conversion to euro when comparing financial results in two different financial periods. Management believes that “constant currency” figures enable users to focus on the performance of the business which is common to both financial periods and which represents those measures that local managers are most directly able to influence.

See also “Forward-Looking Statements” for a cautionary statement relating to the statements regarding the Group’s expectations regarding prospects for the first half and second half of 2015 and cost savings.

The following is derived from the IMS:

Trading Backdrop and Outlook Group sales from continuing operations for the first four months of 2015 increased by 2.5% compared with the same period last year. This performance was largely driven by continued positive momentum in the Americas, where the economic and business environment remains upbeat and sales from continuing operations were up 8%. In Europe sales from continuing operations were down 2%. While prior year comparatives, which benefitted from particularly mild weather conditions experienced in the first four months of 2014, were challenging, trends are improving across the Group’s main markets.

Sales from continuing operations exclude the impact of divested entities; changes are stated on a constant currency basis.

The Group’s businesses have made satisfactory progress in the first four months of the year and, assuming normal weather conditions prevail during May and June, CRH expects this trend to continue for the remainder of the first half.

Looking ahead to the second half of the year, CRH expects improving consumer sentiment and favorable monetary policy in Europe to support further organic improvement across the Group’s main markets. In the United States, CRH expects housing and non-residential construction to continue to improve in 2015, with infrastructure activity likely to remain broadly stable; with continued improvement in the overall economic environment, CRH expects further progress in the Americas in the second half of 2015.

The impact of the proposed acquisition by CRH of selected assets from Lafarge and Holcim, and related integration costs, have not been reflected in the trading expectations for 2015. See “Proposed Acquisition” below for a discussion of the proposed acquisition.

Development and Portfolio Update CRH continues to make good progress with regard to its on-going divestment program, completing disposals with total proceeds of €0.54 billion during the first four months of the year. This brings the total proceeds from the on-going divestment program to approximately €0.9 billion since its inception in August 2014.

During the first four months of 2015 CRH has completed six acquisitions/investments, including one swap transaction, for a total consideration of €45 million, most of which relate to bolt-on transactions in the Americas Materials business.

10 Cost Reduction Program With a relentless focus on cost management, CRH plc believes its cost reduction program remains on track to deliver a further €75 million of savings in 2015. This will bring cumulative (2007-2015) savings to an estimated €2.6 billion, helping the Group to right-size its business as it resets for growth in the coming cycle.

Europe Update The improving demand trends evident in the second half of 2014 have continued into the first four months of 2015, resulting in a satisfactory start to the year. However, with more normal winter weather patterns compared to the very favorable early-season weather experienced in 2014, sales from continuing operations for the first four months were 2% lower than the corresponding period in 2014.

Europe Heavyside produces stone-based products from the fundamentals of aggregates and cement, to precast concrete and concrete landscaping, to asphalt paving products for road surfacing. Despite facing a particularly challenging prior year comparative in the first four months of 2015, improvement across some of the Group’s main markets translated into sales from continuing operations which were 2% below the prior year.

Markets in Brief (Jan-Apr) • Switzerland: Lower volumes due to less favorable weather and challenging trading conditions; competitive pricing environment continues to be impacted by strong Swiss franc • Netherlands: Evidence of market recovery driven by improvements in residential construction activity • Poland: Cement volumes below strong 2014; prices remain competitive; downstream volumes ahead of 2014 • Finland: Cement volumes lower; improving non-residential construction activity; resilient downstream volumes • Ireland: Continued recovery in market conditions; well positioned to benefit from the modest growth • Ukraine: Markets resilient despite political instability; cement volumes below prior year; prices ahead • Spain: Early signs of moderate improvement after prolonged period of decline

Europe Lightside produces and supplies high-value, award-winning products, expert solutions and other technologies for challenging construction projects, selling through a range of flagship brands. With the exception of France, the Group’s Lightside markets, primarily Germany, the UK, Netherlands, Switzerland and Belgium, are generally stable. Sales from continuing operations for the first four months of the year were down 2%, largely as a result of the difficult comparison period presented by the favorable weather conditions and once-off customer projects in early 2014.

Markets in Brief (Jan-Apr) • Construction Accessories: Reduced demand due to a difficult comparative and less project-related activity • Shutters and Awnings: Lower volumes due to less favorable weather conditions and reduced exports to France • Fencing and Cubis: Weaker project-related start in 2015 partially offset by increased activity in the UK telecoms market

Europe Distribution is the leading Builders Merchants in the Netherlands, Switzerland, Northern Germany, Austria and regional France, servicing the growing repair, maintenance and improvement construction sector in European markets. Compared with a particularly strong start to 2014 and competitive market conditions, sales from continuing operations in the Group’s Europe Distribution business declined by 1% in the first four months of the year.

11 Markets in Brief (Jan-Apr) • Belgium: Strong sales growth particularly from the Sanitary Heating and Plumbing (SHAP) business lines • Netherlands: Increased sales with early signs of new residential recovery boosting General Merchants volumes • Switzerland, Germany, France and Austria: Lower sales volumes as a result of a particularly challenging prior year comparative, and competitive markets in Switzerland and France

Americas Update Against the backdrop of improving construction activity in the United States during the first four months of the year, the Group’s Americas operations benefited from stronger demand combined with more normal winter weather patterns compared to 2014. Sales from continuing operations for the January-April period were 8% higher than 2014.

Americas Materials operates in 44 US states and is the principal supplier of product to highway repair and maintenance in the US as well as supplying aggregates, readymixed concrete and asphalt for industrial and residential development. The positive economic momentum experienced in the second half of 2014 continued into 2015, resulting in improved demand for aggregates and positive pricing trends compared with the first four months of 2014 and a 5% increase in sales from continuing operations. This markedly seasonal business typically sells less than 10% of annual asphalt volumes and approximately 20% of aggregates and readymixed concrete volumes in the first four months of the year.

Markets in Brief (Jan-Apr) • Infrastructure: Federal funding broadly stable; State funding improving • Non-Residential: Improving activity supporting positive volume and price trends • Aggregates: Volumes from continuing operations up 11% in the first four months • Asphalt: Volumes from continuing operations down 2% in the first four months • Readymixed concrete: Volumes from continuing operations similar to last year in the first four months

Americas Products is the leading supplier of both concrete products and architectural glass and glazing systems in North America. Against a backdrop of improving demand, the first four months of the year saw 10% growth in sales from continuing operations in our Americas Products operations. Sales from continuing operations at our Precast business were particularly strong with volume growth of 11% while shipments from our Architectural Products operations were up 9%. Architectural glass results at our BuildingEnvelope® business were strongly ahead of the prior year, partially offset by lower large-product activity.

Markets in Brief (Jan-Apr) • Non-Residential: Continued year-on-year growth with positive trends in most regions and segments

• Residential: New residential construction activity showing modest growth; homecenter and RMI segments up solidly

Americas Distribution is a leading supplier of building materials to the professional Exterior Products (roofing/siding) contractor and to the Interior Products (ceilings/walls) demand segment. Sales from continuing operations increased by 8% in the first four months of the year as a result of better weather in key markets early in the first quarter and a particularly strong performance in our Exterior Products business.

12 Markets in Brief (Jan-Apr) • Non-Residential: Continued improvement in new construction; wallboard prices broadly stable Residential: Favorable early-season weather allowed for increased RMI activity

Proposed Acquisition On February 2, 2015, CRH plc announced that it had entered into a binding commitment to acquire certain assets being disposed of by Lafarge S.A. (“Lafarge”) and Holcim Ltd (“Holcim”) for approximately €6.5 billion in advance of their proposed merger (the “Acquisition”). The binding commitment will become effective upon the satisfaction of a number of conditions precedent, as discussed below. The collection of assets for sale pursuant to the Acquisition are held by newly incorporated or pre-existing subsidiaries of Lafarge and Holcim, such subsidiaries being collectively referred to as the “NewCo Group.” On March 19, 2015, CRH plc announced that the resolution proposed at its Extraordinary General Meeting (“EGM”) to approve the Acquisition was duly passed by shareholders, with 99.99% of the shareholders who voted at the EGM voting in favor of the Acquisition. On May 8, 2015, Holcim held an Extraordinary General Meeting (the “Holcim EGM”). At the Holcim EGM, Holcim shareholders approved the creation of both the ordinary and authorized share capital necessary for the successful completion of the merger by means of a tender offer. Completion of the Acquisition remains conditional upon the successful completion of the merger between Lafarge and Holcim and completion of certain local reorganizations that need to take place prior to the closing of the Acquisition. Further details are set out on pages 44 and 68 and in note 33 to the Consolidated Financial Statements of the 2014 Form 20-F incorporated by reference herein.

The following information regarding the NewCo Group is derived from CRH plc’s circular to shareholders dated February 20, 2015 (the “EGM Circular”) in connection with the EGM.

The historical financial information in respect of Lafarge Europe, Holcim Europe, Holcim Canada, Lafarge UK and Lafarge Philippines provided in the EGM Circular, extracts of which are incorporated by reference herein and certain portions of which are included herein, consists of certain financial information for the nine months ended September 30, 2014 and 2013 and the years ended December 31, 2012 and December 31, 2013, which was prepared by either Lafarge or Holcim, as applicable. The historical financial information in respect of Lafarge Brazil, Holcim Brazil and Lafarge La Réunion provided in the EGM Circular has been extracted by CRH plc from information provided by Lafarge and Holcim, consisting of data derived from a number of sources, including financial statements, accounting records, management information systems, plant data and other sources provided by Lafarge or Holcim, as applicable. The historical financial information in respect of Lafarge Europe, Holcim Europe, Holcim Canada, Lafarge UK, Lafarge Philippines, Lafarge Brazil, Holcim Brazil and Lafarge Réunion was provided by Lafarge and Holcim to CRH plc for use in the preparation of the EGM Circular and was not provided in connection with the preparation of this offering memorandum. The historical financial information is unaudited for purposes of this offering memorandum, has not been reviewed by any audit firm for purposes of this offering memorandum and does not come from CRH plc’s information or financial systems. Investors should have regard to this nature and provenance when reviewing this information.

The financial information in respect of the NewCo Group presented below and incorporated herein by reference from the EGM Circular is unaudited for purposes of this offering memorandum and does not comply with the requirements of Rule 3-05 of Regulation S-X promulgated by the SEC, does not give pro forma effect to the Acquisition or meet certain other requirements that would apply if the Guaranteed Notes were being sold in a transaction subject to the registration requirements of the Securities Act. In considering an investment in the Guaranteed Notes, you should be aware that we have not included the annual historical financial information for the NewCo Group that would be required by Regulation S-X or any pro forma financial information related to the Acquisition in this offering memorandum.

You should also note the bases of compilation of the financial information with respect to the NewCo Group as set forth below and in the financial statements and financial information incorporated by reference herein and should take into account the limitations inherent in such financial information when considering the financial

13 information of the NewCo Group. Financial information regarding the NewCo Group has been derived from information which was prepared by Lafarge or Holcim, as applicable, and their advisors with respect to the NewCo Group. Although CRH plc has no knowledge that would indicate that any such financial information is inaccurate, incomplete or untrue, CRH plc has not verified for purposes of this offering memorandum the accuracy, completeness or truth of the financial statements and information which it has received from Lafarge and Holcim. Any failure by Lafarge or Holcim to disclose matters of which CRH plc is unaware may affect the significance or accuracy of such information. Undisclosed or undiscovered matters may exist that are adverse to the NewCo Group and which may have a material adverse effect on the financial condition of and results of operations and/or may result in additional costs or liabilities to CRH plc and its subsidiaries following completion of the Acquisition.

Information on the NewCo Group The NewCo Group is a global producer of cement, aggregates, ready-mix and related construction activities across four regional platforms in North America, Western Europe, Central and Eastern Europe and Emerging Markets. In 2013 the NewCo Group produced 23mt of cement, 79mt of aggregates, 8mt of asphalt and 10m m³ of ready-mix concrete. The NewCo Group was estimated to have generated 2014E revenue of €5.1 billion and EBITDA of €752 million. Approximately two-thirds of the NewCo Group’s revenue is generated in the European region. Outside Europe, Canada is the largest country in terms of 2014E revenue, generating €1.0 billion, with Brazil and the Philippines generating a further combined €0.6 billion.

The Acquisition includes the following assets: • Canada All of Holcim’s assets in Canada, plus related US cement terminals and the Trident cement plant in Montana, United States. • Western Europe All of Lafarge’s assets in the UK (following the acquisition by Lafarge of the remaining 50% of the Lafarge UK JV (the Lafarge Tarmac Holdings Limited joint venture formed in January 2013 between Lafarge UK Holdings Limited and Anglo American Finance (UK) Limited)) except for the Cauldon cement plant and related assets and certain non-operational properties (or rights therein); All of Lafarge’s assets in Germany; and All of Holcim’s assets in France, except for the Altkirch plant and associated assets in the “Haut-Rhin” region, all of Lafarge’s assets in La Réunion (except its minority shareholding in Ciments de Bourbon) and Lafarge’s Saint Nazaire grinding station. • Central and Eastern Europe Substantially all of Holcim’s assets in Slovakia, Serbia and Hungary; and All of Lafarge’s assets in Romania. • Emerging Markets The assets of Lafarge Republic, Inc., Luzon Continental Land Corporation and Lafarge Cement Services Philippines, Inc. in the Philippines including certain assets related to the Bulacan quarry, but excluding certain other assets (Lafarge Iligan, Inc., Lafarge Republic Aggregates, Inc., Lafarge Mindanao, Inc., and certain assets related to the STAR Terminal and the Pinagtulayan lands); and Certain cement and related assets from Lafarge and Holcim’s Brazilian footprint.

The NewCo Group comprises a global portfolio of assets in the building materials industry, across four regional platforms, currently owned by either Lafarge or Holcim that have been identified in order to satisfy competition authorities reviewing the merger between Lafarge and Holcim. Given the fact that the businesses and assets which comprise the NewCo Group have been carved-out of both Lafarge and Holcim’s businesses and

14 there is no common control of the entirety of the NewCo Group, there is no single set of consolidated accounts in existence for the NewCo Group. As such, Lafarge and Holcim compiled various sets of “Cluster Accounts” for the purposes of the EGM Circular.

Lafarge and Holcim have advised CRH plc that the historical financial statements in respect of Lafarge Europe, Holcim Europe, Holcim Canada, Lafarge UK and Lafarge Philippines and the data on which the historical financial information in respect of Lafarge Brazil, Holcim Brazil and Lafarge La Réunion is based, in each case provided in the context of the EGM Circular, represent the totality of the historical financial statements and data available with regard to the NewCo Group.

No financial information for any cluster in the NewCo Group has been presented as of a date or for a period ending after September 30, 2014.

Certain information is not available in respect of certain periods, as indicated in the following table of summary financial information. The information provided in the following table, as well as the historical financial information from which it is derived, is unaudited for purposes of this offering memorandum and has not been reviewed by any audit firm for purposes of this offering memorandum.

The following tables set out the summary financial information for each of the clusters*:

Nine Months Year Year ended Ended Ended September 30, December 31, December 31, 2014 2013 2012 (unaudited) (unaudited) (unaudited) € in millions € in millions € in millions Revenue Lafarge Europe ...... 278 339 394 Holcim Europe ...... 629 850 867 Holcim Canada ...... 692 1,049 1,130 Lafarge UK1 ...... 1,778 1,984 — Lafarge Philippines ...... 260 334 298 Lafarge Brazil2 ...... 102 144 163 Holcim Brazil2 ...... 56 83 103 Lafarge La Réunion2 ...... 50 62 63 Total Revenue ...... 3,845 4,845 3,018 Operating profit/(loss) Lafarge Europe ...... 26 32 63 Holcim Europe ...... 37 53 47 Holcim Canada ...... 64 105 164 Lafarge UK1 ...... 78 (66) — Lafarge Philippines ...... 57 83 72 Lafarge Brazil2 ...... n/a2 n/a2 n/a2 Holcim Brazil2 ...... n/a2 n/a2 n/a2 Lafarge La Réunion2 ...... n/a2 n/a2 n/a2 Profit/(loss) before taxes Lafarge Europe ...... 23 25 56 Holcim Europe ...... 14 27 26 Holcim Canada ...... 48 77 127 Lafarge UK1 ...... 78 (66) — Lafarge Philippines ...... 53 82 72 Lafarge Brazil2 ...... n/a2 n/a2 n/a2 Holcim Brazil2 ...... n/a2 n/a2 n/a2 Lafarge La Réunion2 ...... n/a2 n/a2 n/a2

15 As at As at As at September 30, December 31, December 31, 2014 2013 2012 (unaudited) (unaudited) (unaudited) € in millions € in millions € in millions Total Assets Lafarge Europe ...... 851 850 980 Holcim Europe ...... 1,598 1,623 1,580 Holcim Canada ...... 1,258 1,080 1,229 Lafarge UK1 ...... 3,179 2,955 — Lafarge Philippines ...... 759 692 791 Lafarge Brazil2 ...... n/a2 72 89 Holcim Brazil2 ...... n/a2 79 79 Lafarge La Réunion2 ...... 46 41 46 Notes: * Non-Euro amounts have been converted to Euro at the following exchange rates: euro 1 = Average Period ended September December December September December December 2014 2013 2012 2014 2013 2013 US Dollar ...... 1.3549 1.3281 1.2848 1.2583 1.3791 1.3194 Pound Sterling ...... 0.8118 0.8493 0.8109 0.7773 0.8337 0.8161 Polish Zloty ...... 4.1752 4.1975 4.1847 4.1776 4.1543 4.0740 Ukrainian Hryvnia ...... 15.1733 10.8339 10.3933 16.2866 11.3583 10.6259 Swiss Franc ...... 1.2180 1.2311 1.2053 1.2063 1.2276 1.2072 Canadian Dollar ...... 1.4819 1.3684 1.2842 1.4058 1.4671 1.3137 Argentine Peso ...... 10.8266 7.2892 5.8492 10.6823 8.9910 6.4890 Turkish Lira ...... 2.9331 2.5335 2.3135 2.8779 2.9605 2.3551 Indian Rupee ...... 82.2624 77.9300 68.5973 77.8564 85.3660 72.5600 Chinese Renminbi ...... 8.3544 8.1646 8.1052 7.7262 8.3491 8.2207 Brazilian Real ...... 3.1028 2.8687 2.5123 3.0821 3.2576 2.7029 Philippine Peso ...... 59.9689 56.4277 54.2463 56.5970 61.2890 52.1070

(1) CRH is acquiring all of Lafarge’s assets in the UK, except for the Cauldon cement plant and related assets (the “Cauldon Business”). The estimated impact had the Cauldon Business been excluded from the above table of summary financial information is set out in Note 1.2 of the Historical Consolidated Financial Information relating to Lafarge UK in Section E of Part IV (Historical Financial Information) of the EGM Circular. (2) The format, source and content of the financial information in respect of Lafarge Brazil, Holcim Brazil and Lafarge La Réunion differ to the format, source and content for the other clusters. The summary financial information in respect of Lafarge Brazil, Holcim Brazil and Lafarge La Réunion has been extracted from information provided by Holcim and Lafarge, consisting of data derived from a number of sources including financial statements, accounting records, management information systems, plant data, and other sources and is unaudited. Certain information is not available in respect of certain periods.

The combination with NewCo Group is expected to deliver approximately €90 million (net of incremental recurring costs) in annual synergies from cost savings and operational efficiency improvements on an ongoing basis with the program expected to be implemented in the first three years of ownership (see “Forward-Looking Statements”). There are no material dis-synergies expected as a result of the Acquisition.

The NewCo Group businesses have operated, and until the closing date of the Acquisition will continue to operate, in line with the customary practices of the relevant businesses of Lafarge or Holcim (as applicable) as

16 regards sales, customers, suppliers, management, employees, working capital, maintenance and capital expenditure save as contemplated by the agreements between CRH plc and Lafarge or Holcim (as applicable) relating to the Acquisition.

Following CRH plc’s announcement confirming discussions were taking place with Lafarge and Holcim and the announcement, on February 2, 2015, of the proposed Acquisition, the following actions have taken place: 1. On February 5, 2015, Standard and Poor’s Ratings Services affirmed its “BBB+/A-2” long and short term corporate credit ratings on CRH plc. The outlook remains stable. 2. On February 4, 2015, Moody’s Investors Service affirmed CRH plc’s pre-announcement Baa2 rating with a stable outlook. 3. On January 28, 2015, Fitch Ratings put CRH plc’s pre-announcement BBB/F2 ratings on Rating Watch Negative (changed from Negative Outlook) and on February 5, 2015, Fitch maintained CRH plc on Ratings Watch Negative.

As a result, there has been no change in CRH plc’s BBB+/Baa2/BBB ratings (respectively Standard and Poor’s/Moody’s/Fitch) since the announcement of the proposed Acquisition.

CRH plc has a strategy of active portfolio management which will continue post acquisition of the NewCo Group. CRH plc is exploring and will continue to explore options to involve partners for certain of the assets acquired to meet local regulatory requirements or CRH plc’s strategic objectives, though CRH plc has not entered into any such agreement concerning the assets of the NewCo Group as of the date of this offering memorandum.

17 USE OF PROCEEDS

The net proceeds, after deducting the initial purchasers’ discount and other estimated offering expenses payable by us, from the sale of the Guaranteed Notes offered hereby will be approximately $1,734,702,500.

We intend to use the net proceeds from this offering, together with cash on hand, as necessary, to fund offers to purchase for cash (the “Offer to Purchase”) any and all of the $350,000,000 aggregate outstanding principal amount of 4.125% Notes due 2016 and the $1,250,000,000 outstanding principal amount of 6.000% Notes due 2016 (together, the “Tender Offer Notes”), issued in each case by us and guaranteed by CRH plc, including the payment of interest and applicable premiums and, if we elect to do so in the future, to fund any redemption of any or all of the Tender Offer Notes not purchased pursuant to the Offer to Purchase or acquisition of any such Tender Offer Notes that remain outstanding through open market purchases, privately negotiated transactions, tender offers or otherwise. The Offer to Purchase is conditioned upon the satisfaction or waiver of certain specified conditions, and we cannot assure you that the Offer to Purchase will be consummated in accordance with its respective terms, or at all, or that the Tender Offer Notes will be tendered and purchased in the Offer to Purchase. This offering is not conditioned upon the consummation of the Offer to Purchase. See “Overview—Concurrent Debt Tender Offers.”

We intend to use any net proceeds remaining from this offering, including if the Offer to Purchase is not consummated, for general corporate purposes, which may include repayment of upcoming maturities of outstanding debt.

18 CAPITALIZATION AND INDEBTEDNESS OF CRH PLC

The following table sets out the capitalization and indebtedness, cash and liquid resources of CRH plc as of December 31, 2014, and the amounts in the following table have been determined in accordance with IFRS.

€ in millions US$ in millions(1) Bank loans and overdrafts due within one year ...... 447 541 Loans due after more than one year ...... 5,419 6,558 Total indebtedness ...... 5,866 7,099 Called up share capital Equity share capital(2) ...... 253 306 Non-equity share capital ...... 1 1 Non-controlling interests ...... 21 25 Equity reserves: Share premium account ...... 4,324 5,232 Other reserves ...... 194 235 Retained income ...... 5,405 6,541 Total shareholders’ funds and non-controlling interests ...... 10,198 12,341 Total capitalization and indebtedness ...... 16,064 19,439 Net debt: Total indebtedness ...... 5,866 7,099 Cash and liquid resources ...... 3,262 3,947

(1) Translations into U.S. dollars in this section are solely for convenience and are computed at the rate of €1.00 to U.S.$1.2101, the Bloomberg Foreign Exchange Fixings Rate (BFIX) at noon on December 31, 2014. (2) On February 5, 2015, CRH plc issued an additional 74,039,915 ordinary shares (which rank pari passu in all respects with the existing Ordinary Shares including the right to receive all future dividends declared or paid) raising gross proceeds of €1.6 billion (US$1.9 billion). Further details are set out on pages 44 and 68 and in note 33 to the Consolidated Financial Statements of the 2014 Form 20-F. Otherwise, there has been no material change since December 31, 2014 in the capitalization and indebtedness of CRH plc.

As of December 31, 2014, we did not have any secured indebtedness outstanding. As of December 31, 2014, €1 million of the Group’s debt was secured on certain items of property, plant and equipment. CRH plc has given guarantees to secure obligations of consolidated subsidiary undertakings amounting to €5.8 billion in respect of loans, bank advances, derivative obligations and future lease obligations, €288 million in respect of letters of credit, and €5 million in respect of other obligations, as of December 31, 2014.

19 EXCHANGE RATES

The following table shows, for the periods and dates indicated, the exchange rates for the euro, based on the rate published by Bloomberg at 5 p.m., New York City time, expressed in United States dollars per €1. This rate, as published on such dates, differs from the rates used in the preparation of CRH plc’s consolidated financial statements as of such dates. No representation is made that the euro amounts have been, could have been or could be converted into United States dollars at the rate published by Bloomberg at 5 p.m., New York City time on such dates or any other dates.

Period Year ended December 31, End Average(*) High Low 2010 ...... 1.33 1.32 1.45 1.20 2011 ...... 1.30 1.40 1.49 1.29 2012 ...... 1.32 1.29 1.35 1.21 2013 ...... 1.38 1.33 1.38 1.28 2014 ...... 1.21 1.32 1.39 1.21 2015 (through May 8, 2015) ...... 1.12 1.12 1.21 1.05 Month November 2014 ...... 1.24 1.25 1.26 1.24 December 2014 ...... 1.21 1.23 1.25 1.21 January 2015 ...... 1.13 1.16 1.21 1.13 February 2015 ...... 1.12 1.14 1.15 1.12 March 2015 ...... 1.07 1.08 1.12 1.05 April 2015 ...... 1.12 1.08 1.12 1.06 May 2015 (through May 8, 2015)** ...... 1.12 1.12 1.13 1.11 * The average of the rates published by Bloomberg at 5 p.m., New York City time for each business day in the relevant one-month or one-year period. ** The rate published by Bloomberg at 5 p.m., New York City time, on May 8, 2015 was €1.00 to U.S.$1.12.

20 DESCRIPTION OF GUARANTEED NOTES

The Guaranteed Notes will be issued under and will be governed by an Indenture, to be dated on or about 2015 (the “Indenture”). The Indenture will be entered into by CRH America, as issuer, the CRH plc, as guarantor and The Bank of New York Mellon, as trustee. The Indenture and its associated documents contain the full legal text of the matters described in this section. The Indenture, the Guaranteed Notes and the guarantees are governed by New York law. The Indenture will not be qualified under the Trust Indenture Act of 1939, as amended. The terms of the Notes will include those stated in the Indenture. Copies of the form of the Indenture are available upon request to the Issuer. CRH plc has agreed that it will be subject to the jurisdiction of any U.S. federal or state court in the borough of Manhattan, New York in respect of any legal proceedings relating to the Guaranteed Notes or the Indenture.

The Bank of New York Mellon will act as the trustee under the Indenture. The trustee has two principal functions:

First, it can enforce your rights against us if we default on the Guaranteed Notes issued under the Indenture. There are some limitations on the extent to which the trustee acts on your behalf, described under “Default and Related Matters—Events of Default—Remedies If an Event of Default Occurs” below; and

Second, the trustee performs administrative duties for us, such as sending you interest payments, transferring your Guaranteed Notes to a new buyer if you sell and sending you notices.

This section summarizes the material provisions of the Indenture, the Guaranteed Notes and the guarantees. However, because it is a summary, it does not describe every aspect of the Indenture, the Guaranteed Notes or the guarantees. This summary is subject to and qualified in its entirety by reference to all the provisions of the Indenture, including some of the terms used in the Indenture. We describe the meaning for only the more important terms. We also include references in parentheses to some sections of the Indenture. Whenever we refer to particular sections or defined terms of the Indenture in this offering memorandum, those sections or defined terms are incorporated by reference herein.

General The 2025 Guaranteed Notes will be issued in an initial aggregate principal amount of $1,250,000,000 and will mature on May 18, 2025. The 2045 Guaranteed Notes will be issued in an initial aggregate principal amount of $500,000,000 and will mature on May 18, 2045. Book-entry interests in the Guaranteed Notes will be issued, as described below under “Clearance and Settlement”, in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Guaranteed Notes will bear interest at the respective rates per annum shown on the cover page of this offering memorandum, payable semi-annually on May 18 and November 18 of each year, commencing November 18, 2015. Interest on the Guaranteed Notes will be computed on the basis of a 360-day year of twelve 30-day months and will be paid to the persons shown on the register kept by The Bank of New York Mellon, at the close of business on May 1 and November 1 of each year. The Guaranteed Notes and guarantees are governed by New York law.

We may issue as many distinct series of Guaranteed Notes under the Indenture as we wish. We may also, from time to time, without your consent create and issue further Guaranteed Notes of each series having the same terms and conditions (other than the issue date, first interest accrual date and in certain cases, the first interest payment date) as the applicable Guaranteed Notes so that the further issue is consolidated and forms a single series with the applicable Guaranteed Notes, provided that such additional Guaranteed Notes will be fungible with the Guaranteed Notes for U.S. federal income tax purposes.

The Guaranteed Notes will be unsecured and unsubordinated indebtedness of CRH America, Inc. and will rank equally with all of our other present and future unsecured and unsubordinated indebtedness.

21 The Guaranteed Notes will rank equally without any preference among themselves and with all of our present and future unsecured and unsubordinated indebtedness.

CRH plc will act as the guarantor of the Guaranteed Notes issued under the Indenture. CRH plc will unconditionally and irrevocably guarantee on an unsubordinated basis the due and punctual payment of the principal, interest, premium, if any, and any other additional amounts payable in respect of the Guaranteed Notes and the Indenture, when and as any such payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantees of the Guaranteed Notes will be unsecured, unsubordinated obligations of CRH plc. The guarantees will rank equally with all other present and future unsecured and unsubordinated indebtedness of CRH plc. Because CRH plc is a holding company, the Guaranteed Notes will effectively be subordinated to any indebtedness of its subsidiaries (except for CRH America, Inc.).

We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

Payment of principal of and interest on the Guaranteed Notes, so long as the Guaranteed Notes are represented by global securities, as discussed below, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC and secondary market trading activity in such interests will therefore settle in same-day funds. We understand that secondary market trading between Euroclear and/or Clearstream, Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

Interest Rate Adjustment The interest rate payable on the Guaranteed Notes of a series will be subject to adjustments from time to time if either Moody’s (as defined below) or S&P (as defined below) downgrades (or subsequently upgrades) the debt rating assigned to the Guaranteed Notes of that series, in the manner described below.

If the rating from Moody’s of the Guaranteed Notes of a series is decreased to a rating set forth in the immediately following table, the interest rate on the Guaranteed Notes of that series will increase from the interest rate payable on the Guaranteed Notes of that series on the date of their issuance by the percentage set forth opposite that rating:

Rating Percentage Ba1...... 0.25% Ba2...... 0.50% Ba3...... 0.75% B1 or below ...... 1.00%

If the rating from S&P of the Guaranteed Notes of a series is decreased to a rating set forth in the immediately following table, the interest rate on the Guaranteed Notes of that series will increase from the interest rate payable on the Guaranteed Notes of that series on the date of their issuance by the percentage set forth opposite that rating:

Rating Percentage BB+ ...... 0.25% BB ...... 0.50% BB– ...... 0.75% B+ or below ...... 1.00%

If at any time the interest rate on the Guaranteed Notes of a series has been adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its rating of the Guaranteed Notes of that series to

22 any of the threshold ratings set forth above, the interest rate on the Guaranteed Notes of that series will be decreased such that the interest rate for the Guaranteed Notes of that series equals the interest rate payable on the Guaranteed Notes on the date of their issuance plus the percentages set forth opposite the applicable ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Guaranteed Notes of that series to Baa3 or higher, and S&P increases its rating to BBB– or higher the interest rate on the Guaranteed Notes of that series will be decreased to the interest rate payable on the Guaranteed Notes of that series on the date of their issuance. In addition, the interest rate on the Guaranteed Notes of that series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) if the Guaranteed Notes of that series become rated A3 and A– or higher by Moody’s and S&P, respectively (or one of these ratings if the Guaranteed Notes of that series are only rated by one rating agency).

Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Guaranteed Notes of a series be reduced to below the interest rate payable on the Guaranteed Notes of that series on the date of their issuance or (2) the total increase in the interest rate on the Guaranteed Notes of a series exceed 2.00% above the interest rate payable on the Guaranteed Notes of that series on the date of their issuance.

If either Moody’s or S&P ceases to provide a rating of the Guaranteed Notes of a series, any subsequent increase or decrease in the interest rate of the Guaranteed Notes of that series necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Guaranteed Notes of a series shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Guaranteed Notes of a series, the interest rate on the Guaranteed Notes of that series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Guaranteed Notes of that series on the date of their issuance.

Any interest rate increase or decrease described above will take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate.

If the interest rate payable on the Guaranteed Notes of a series is increased as described above, the term “interest”, as used in this offering memorandum, will be deemed to include any such additional interest unless the context otherwise requires.

The Trustee shall have no obligation to monitor whether any interest rate change is required. The Company will promptly notify the Trustee of any interest rate change.

Redemption and Repayment Optional Make-Whole Redemption We or CRH plc may redeem the Guaranteed Notes of either series at our or its option in whole at any time or in part from time to time. The applicable redemption prices are as follows: • For the 2025 Guaranteed Notes: • upon redemption prior to February 18, 2025 (three months before maturity), we or CRH plc will pay a redemption price equal to the greater of (1) 100% of the principal amount of the 2025 Guaranteed Notes to be redeemed plus accrued and unpaid interest to the date of redemption and (2)(a) the sum of the present values of the Remaining Scheduled Payments on such 2025 Guaranteed Notes (excluding any interest accrued as of the date of the redemption) plus (b) accrued and unpaid interest to the date of redemption. The present value will be determined by discounting the Remaining Scheduled Payments to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the Treasury Rate plus 25 basis points.

23 • upon redemption on or after February 18, 2025 (three months before maturity), we or CRH plc will pay a redemption price equal to 100% of the principal amount of the 2025 Guaranteed Notes to be redeemed plus accrued and unpaid interest to the date of redemption. • For the 2045 Guaranteed Notes: • upon redemption prior to November 18, 2044 (six months before maturity), we or CRH plc will pay a redemption price equal to the greater of (1) 100% of the principal amount of the 2045 Guaranteed Notes to be redeemed plus accrued and unpaid interest to the date of redemption and (2)(a) the sum of the present values of the Remaining Scheduled Payments on such 2045 Guaranteed Notes (excluding any interest accrued as of the date of the redemption) plus (b) accrued and unpaid interest to the date of redemption. The present value will be determined by discounting the Remaining Scheduled Payments to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the Treasury Rate plus 35 basis points. • upon redemption on or after November 18, 2044 (six months before maturity), we or CRH plc will pay a redemption price equal to 100% of the principal amount of the 2045 Guaranteed Notes to be redeemed plus accrued and unpaid interest to the date of redemption.

In connection with such optional redemption the following defined terms apply: • “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for that redemption date. • “Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Guaranteed Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining term of the applicable series of Guaranteed Notes. “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by us or CRH plc to act as the “Independent Investment Banker”. • “Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the Guaranteed Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. • “Reference Treasury Dealer” means each of Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santander Investment Securities Inc. and their respective successors and one other nationally recognized investment banking firm that is a Primary Treasury Dealer specified from time to time by us, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), we or CRH plc shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer. • “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding that redemption date. • “Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption, provided, however, that, if that redemption date is not an

24 interest payment date with respect to such Guaranteed Notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Guaranteed Notes to be redeemed. On and after any redemption date, interest will cease to accrue on the applicable series of the Guaranteed Notes or any portion thereof called for redemption. On or before any redemption date, we or CRH plc shall deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the Guaranteed Notes to be redeemed on such date. If less than all the applicable series of the Guaranteed Notes are to be redeemed, the Guaranteed Notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate. The redemption price shall be calculated by the Independent Investment Banker and either us or CRH plc, and the trustee and any paying agent for the Guaranteed Notes shall be entitled to rely on such calculation.

Optional Tax Redemption Your Guaranteed Notes of any series may be redeemed in whole but not in part, in the three situations described below. The redemption price for the Guaranteed Notes will be equal to the principal amount of the Guaranteed Notes being redeemed plus accrued interest and any Additional Amounts due on the date fixed for redemption. Furthermore, we or CRH plc will give notice to DTC of any redemption we propose to make at least 30 days, but not more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the Guaranteed Notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements. (Section 1104)

The first situation is where, as a result of a change in, execution of or amendment to any laws or treaties or the official application or interpretation of any laws or treaties, CRH plc determines that it would be required to pay additional amounts as described later under “Payment of Additional Amounts”.

This applies only in the case of changes, executions or amendments that occur on or after the date of this offering memorandum and in the jurisdiction where CRH plc is incorporated. If CRH plc has been succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor entity is organized, and the applicable date will be the date the entity became a successor.

We or CRH plc would not have the option to redeem in this case if we could have avoided the payment of additional amounts or the deduction or withholding by using reasonable measures available to us.

The second situation is where, as a result of a change in, execution of or amendment to any laws or treaties or the official application or interpretation of any laws or treaties, CRH plc or any of its subsidiaries determines that it would have to deduct or withhold tax on any payment to us to enable it to make a payment of principal or interest on a Guaranteed Note, including the payment of additional amounts as described later under “Payment of Additional Amounts”.

This applies only in the case of changes, executions or amendments that occur on or after the date of this offering memorandum and in jurisdictions where CRH plc or the relevant subsidiary is incorporated. If CRH plc or a subsidiary has been succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor entity is organized, and the applicable date will be the date the entity became a successor.

We or CRH plc would not have the option to redeem in this case if we could have avoided the payment of additional amounts or the deduction or withholding by using reasonable measures available to us.

The third situation is where, following a merger, consolidation or sale or lease of CRH plc’s assets to a person that assumes or, if applicable, guarantees our obligations on the Guaranteed Notes, that person is required to pay additional amounts as described later under “Payment of Additional Amounts”.

25 We or the other person would have the option to redeem the Guaranteed Notes in this situation even if additional amounts became payable immediately upon completion of the merger or sale transaction, including in connection with an internal corporate reorganization. Neither we nor that person have any obligation under the Indenture to seek to avoid the obligation to pay additional amounts in this situation.

We or that person, as applicable, shall deliver to the trustee an officer’s certificate to the effect that the circumstances required for redemption exist. (Section 1108)

Change of Control Repurchase Event If a change of control repurchase event occurs, unless we have exercised our right to redeem the applicable series of Guaranteed Notes in full as described above or have defeased such Guaranteed Notes as described below, we will make an offer to each holder of the applicable series of Guaranteed Notes to repurchase all or, at the holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Guaranteed Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Guaranteed Notes repurchased plus any accrued and unpaid interest on the Guaranteed Notes repurchased to the date of purchase. Within 30 days following any change of control repurchase event or, at our option, prior to any change of control, but after the public announcement of the change of control, we will give notice to each holder by providing a written notice to the Trustee at its Corporate Trust Office, describing the transaction or transactions that constitute or may constitute the change of control repurchase event and offering to repurchase Guaranteed Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on the change of control repurchase event occurring on or prior to the payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the change of control repurchase event provisions of the applicable series of Guaranteed Notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the change of control repurchase event provisions of the Guaranteed Notes by virtue of such conflict.

On the change of control repurchase event payment date, we will, to the extent lawful: (1) accept for payment all Guaranteed Notes or portions of Guaranteed Notes properly tendered pursuant to our offer; (2) deposit with the trustee an amount equal to the aggregate purchase price in respect of all Guaranteed Notes or portions of Guaranteed Notes properly tendered; and (3) deliver or cause to be delivered to the trustee the Guaranteed Notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of Guaranteed Notes being purchased by us.

The trustee will promptly mail to each holder of Guaranteed Notes properly tendered the purchase price for the Guaranteed Notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of any Guaranteed Notes surrendered; provided that each new note will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof.

We will not be required to make an offer to repurchase the applicable series of Guaranteed Notes upon a change of control repurchase event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all of the applicable series of Guaranteed Notes properly tendered and not withdrawn under its offer.

The term “below investment grade rating event” means the applicable series of Guaranteed Notes are downgraded to a rating that is below investment grade by both rating agencies (regardless of whether the rating prior to such downgrade was investment grade or below investment grade) on any date commencing 60 days prior to the first public announcement of any change of control or arrangement that could result in a change of

26 control until the end of the 60-day period following public notice of the occurrence of a change of control (which period shall be extended so long as the rating of the applicable series of Guaranteed Notes is under publicly announced consideration for possible downgrade by either of the rating agencies).

The term “change of control” means the occurrence of any of the following: (1) the acquisition (including in connection with a merger or consolidation) by any person or any persons acting in concert (as defined in section 1(3) of the Irish Takeover Panel Act, 1997), or any person or persons acting on behalf of any such person(s), (the “relevant person”) at any time of an interest (within the meaning of Part IV, Chapter 2 of the Companies Act, 1990) in (A) more than 50% of the issued ordinary share capital of CRH plc or (B) such number of shares in the issued share capital of CRH plc as carry more than 50% of the voting rights normally exercisable at a general meeting of CRH plc; provided that a change of control shall not be deemed to have occurred if all or substantially all of the shareholders of the relevant person are, or immediately prior to the event which would otherwise have constituted a change of control were, the shareholders of CRH plc with the same (or substantially the same) pro rata interests in the share capital of the relevant person as such shareholders have, or as the case may be, had, in the share capital of CRH plc; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of CRH plc’s assets and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as defined in the Indenture) (other than us or one of our subsidiaries); or (3) the first day on which a majority of the members of CRH plc’s Board of Directors is composed of members who are not continuing directors.

The term “change of control repurchase event” means the occurrence of both a change of control and a below investment grade rating event.

The term “continuing director” means, as of any date of determination, any member of CRH plc’s Board of Directors who (1) was a member of such Board of Directors on the date the Guaranteed Notes were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the continuing directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of CRH plc’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

The term “investment grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by us.

The term “Moody’s” means Moody’s Investors Service Inc.

The term “rating agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the applicable series of Guaranteed Notes or fails to make a rating of the applicable series of Guaranteed Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act of 1934, selected by us (as certified by a resolution of our board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

The term “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.

Payment of Additional Amounts The government of any jurisdiction where CRH plc is incorporated or, if different, tax resident may require CRH plc to withhold amounts from payments on the principal or interest on a Guaranteed Note or any amounts to be paid under the guarantees, as the case may be, for taxes or any other governmental charges. If any such jurisdiction requires a withholding of this type, CRH plc may be required to pay you an additional amount so that the net amount you receive will be the amount specified in the Guaranteed Note to which you are entitled.

27 CRH plc will not be required to make any payment of additional amounts under any of the following circumstances: • The United States government or any political subdivision of the United States government is the entity that is imposing the tax or governmental charge. • The tax or charge is imposed only because the holder, or a fiduciary, settlor, beneficiary or member or shareholder of, or possessor of a power over, the holder, if the holder is an estate, trust, partnership or corporation, was or is connected to the taxing jurisdiction. These connections include, but are not limited to, where the holder or related party: • is or has been a citizen or resident of the jurisdiction; • is or has been engaged in trade or business in the jurisdiction; or • has or had a permanent establishment in the jurisdiction. • The tax or charge is imposed due to the presentation of a Guaranteed Note, if presentation is required, for payment on a date more than 30 days after the security became due or after the payment was provided for. • There is an estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge. • The tax, assessment or governmental charge is payable in a manner that does not involve withholdings. • The tax, assessment or governmental charge is imposed or withheld because the holder or beneficial owner failed to comply with any requests for the following that the statutes, treaties, regulations or administrative practices or the taxing jurisdiction require as a precondition to exemption from all or part of such withholding: • to provide information about the nationality, residence or identity of the holder or beneficial owner; or • to make a declaration or satisfy any other information requirements. • The withholding or deduction is imposed pursuant to the EU Directive on Taxation of Savings (2003/48/EC), or any law implementing such Directive. • The withholding or deduction is imposed on a holder or beneficial owner who could have avoided such withholding or deduction by presenting its Guaranteed Notes to another paying agent in a member state of the European Union. • The holder is a fiduciary or partnership or an entity that is not the sole beneficial owner of the payment of the principal of, or any interest on, the Guaranteed Notes, and the laws of the jurisdiction require the payment to be included in the income of a beneficiary or settlor for tax purposes with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the holder of such Guaranteed Notes.

These provisions will also apply to any taxes, assessments or governmental charges imposed by any jurisdiction in which a successor to CRH plc is incorporated, or, if different, resident for tax purposes.

Additional amounts may also be payable in the event of certain consolidations, mergers, sales of assets or assumptions of obligations. For more information see “Description of Guaranteed Notes—Special Situations— Mergers and Similar Events”, “Description of Guaranteed Notes—Redemption and Repayment—Optional Tax Redemption.” Under the Indenture, CRH plc or any subsidiary of CRH plc may assume our obligations under the Guaranteed Notes. This may be a taxable event to U.S. holders. U.S. holders may be treated as having exchanged their Guaranteed Notes for other debt securities issued by CRH plc or such subsidiary and may have to recognize gain or loss for U.S. federal income tax purposes upon such assumption.

28 Notwithstanding the foregoing, all payments shall be made net of any withholding imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code (any such withholding, a “FATCA Withholding Tax”), and no additional amounts will be payable as a result of any such FATCA Withholding Tax.

Special Situations Mergers and Similar Events We and CRH plc are generally permitted to consolidate or merge, including under a scheme of arrangement, with another entity. We and CRH plc are also permitted to sell or lease substantially all of our assets to another firm or to buy or lease substantially all of the assets of another firm. However, neither we nor CRH plc may take any of these actions unless all the following conditions are met: • Where CRH plc merges out of existence or sells or leases substantially all its assets, the other firm must be duly organized and validly existing under the laws of the applicable jurisdiction. • If such other entity is organized under the laws of a jurisdiction other than the United States, any State thereof, or the District of Columbia, or Ireland, it must indemnify you against any tax, assessment or governmental charge or other cost or expense resulting from the transaction. • Where we merge out of existence or sell or lease substantially all of our assets, the other firm must be duly organized and validly existing under the laws of a U.S. State, or the District of Columbia or under U.S. federal law. • If we or CRH plc merges out of existence or sells or leases substantially all of our or its assets, the surviving entity must execute a supplement to the Indenture, known as a supplemental indenture. In the supplemental indenture, the entity must promise to be bound by every obligation in the Indenture applicable to us or CRH plc, as the case may be, including CRH plc’s obligation to pay additional amounts described later under “Payment of Additional Amounts”. • Neither we nor CRH plc may be in default on the Guaranteed Notes or guarantees immediately prior to such action and such action must not cause a default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described later under “Default and Related Matters—Events of Default—Definition of an Event of Default.” A default for this purpose would also include any event that would be an event of default if the requirements for notice of default or existence of defaults for a specified period of time were disregarded. • We or CRH plc, as the case may be, must deliver certain certificates and other documents to the trustee with respect to the compliance of the consolidation or merger with the Indenture. • Neither our assets or our properties nor the assets or properties of CRH plc may become subject to any impermissible lien unless the Guaranteed Notes issued under the Indenture are secured equally and ratably with the indebtedness secured by the impermissible lien. Impermissible liens are described in further detail below under “Restrictions on Liens”. (Section 801)

Modification and Waiver There are three types of changes we can make to the Indenture and the Guaranteed Notes thereunder.

Changes Requiring Your Approval. First, there are changes that cannot be made to your Guaranteed Notes without your specific approval. The following is a list of those types of changes: • change the stated maturity of the principal, or any installment of principal, or interest on the Guaranteed Notes;

29 • reduce any amounts and the rate of interest of the Guaranteed Notes or any premium due upon their redemption; • change any obligation of CRH plc to pay additional amounts described later under “Payment of Additional Amounts”; • reduce the amount of principal payable upon acceleration of the Guaranteed Notes following a default; • change the place or currency of payment on the Guaranteed Notes; • impair your right to sue for payment; • reduce the percentage of holders of Guaranteed Notes whose consent is needed to modify or amend the Indenture; • reduce the percentage of holders of Guaranteed Notes whose consent is needed to waive compliance with various provisions of the Indenture or to waive various defaults; • modify any other aspect of the provisions dealing with modification and waiver of the Indenture, unless to provide that additional provisions of the Indenture cannot be modified or waived without your consent; and • modify or affect in any manner adverse to you the obligations of CRH plc that relate to payment of principal, premium and interest and sinking fund payments. (Section 902)

Changes Requiring a Majority Vote. The second type of change to the Indenture and the Guaranteed Notes thereunder is the kind that requires a vote in favor by holders of the Guaranteed Notes thereunder owning a majority of the principal amount of the particular series affected. Most changes fall into this category, except for clarifying changes, amendments, supplements and other changes that would not adversely affect holders of the Guaranteed Notes in any material respect. (Sections 901 and 902) The same majority vote would be required for us to obtain a waiver of all or part of the covenants described below or a waiver of a past default. However, we cannot obtain a waiver of a payment default or any other aspect of the Indenture or the Guaranteed Notes listed in the first category described previously under “Changes Requiring Your Approval” unless we obtain your individual consent to the waiver. (Section 513)

Changes Not Requiring Approval. The third type of change does not require any vote by holders of Guaranteed Notes. This type is limited to clarifications and other changes that would not adversely affect holders of the Guaranteed Notes in any material respect. (Section 901)

Further Details Concerning Voting. When taking a vote, we will use the following rules to decide how much principal amount to attribute to a security: • Guaranteed Notes will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust for you money for their payment or redemption and notice has been given to you of such redemption. Guaranteed Notes will also not be eligible to vote if they have been fully defeased as described later under “Covenants—Defeasance and Discharge”. (Section 101— “Outstanding”) • We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding Guaranteed Notes that are entitled to vote or take other action under the Indenture. In limited circumstances, the trustee will be entitled to set a record date for action by holders. If we or the trustee sets a record date for a vote or other action to be taken by holders of a particular series, that vote or action may be taken only by persons who are holders of outstanding Guaranteed Notes of that series on the record date and must be taken within 180 days following the record date or another period that we may specify (or as the trustee may specify, if it sets the record date). We may shorten or lengthen (but not beyond 180 days) this period from time to time. (Section 104)

30 Street name and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the Indenture or the Guaranteed Notes thereunder or request a waiver.

Covenants Restrictions on Liens Some of our or CRH plc’s property may be subject to a mortgage or other legal mechanism that gives our or CRH plc’s lenders preferential rights in that property over other lenders, including you and the other direct holders of the Guaranteed Notes, or over our or CRH plc’s general creditors if we fail to pay them back. These preferential rights are called liens. We and CRH plc promise that we will not become obligated on any new debt for borrowed money that is secured by a lien on any of our or CRH plc’s properties, which are described further below, unless we or CRH plc grant an equivalent or higher-ranking lien on the same property to you and the other direct holders of the Guaranteed Notes.

Neither we nor CRH plc needs to comply with this restriction if the amount of all debt that would be secured by liens on our or CRH plc’s properties, which are described further below, excluding the debt secured by the liens that are listed later, does not exceed 10% of CRH plc’s consolidated shareholders’ funds. (Section 1008) Consolidated shareholders’ funds refers to: • The paid up capital of CRH plc; plus • The consolidated capital and revenue reserves of CRH plc, capital grants, deferred taxation and minority shareholders’ interests, but deducting the amount of repayable government grants; minus • Any revaluation upwards after the end of CRH plc’s latest fiscal year preceding the issuance of any particular series of securities of plant and machinery.

This restriction on liens applies only to liens for borrowed money. For example, liens imposed by operation of law or by order of a court, such as liens to secure statutory obligations for taxes or workers’ compensation benefits, or liens we create to secure obligations to pay legal judgments or surety bonds, would not be covered by this restriction. This restriction on liens also does not apply to debt secured by a number of different types of liens, and we can disregard this debt when we calculate the limits imposed by this restriction. These types of liens include the following: • any lien existing on or before the date of the issuance of the applicable series of Guaranteed Notes. • any lien over any property that we or CRH plc acquired as security for, or for indebtedness incurred, to finance all or part of the price of its acquisition, construction, development, modification or improvement. • any lien over any property that we or CRH plc acquired subject to the lien, provided the lien was not created in anticipation of the acquisition of that property. • any lien to secure indebtedness for borrowed money incurred in connection with a specifically identifiable project where the lien relates to a property involved in the project and that we or CRH plc acquired after the date of the issuance of the applicable series of Guaranteed Notes. • any lien securing our or CRH plc’s indebtedness for borrowed money incurred in connection with the financing of accounts receivable. • any lien incurred or deposits made in the ordinary course of business which do not involve borrowed money including but not limited to, • any mechanics’, materialsmen’s, carriers’, workmen’s, vendors’ or similar lien, • any lien arising in connection with equipment leases,

31 • any easements or rights-of-way restrictions and other similar charges. • any lien upon specific items of our or CRH plc’s inventory or other goods and proceeds securing our or CRH plc’s obligations in respect of bankers’ acceptances issued or created to purchase, ship or store such inventory or other goods. • any lien or deposits securing the performance of tenders, bids, leases, trade contracts (other than for borrowed money), statutory obligations, surety bonds, appeal bonds, government contracts, performance bonds, return-of-money bonds and other similar obligations incurred in the ordinary course of business. • any lien securing industrial revenue, development, first mortgage bonds issued to secure other bonds or similar bonds issued by or for our or CRH plc’s benefit. • any lien on our or CRH plc’s property required by contract or any applicable laws, rules, regulations or statutes, securing our or CRH plc’s obligations and payments under a contract with a governmental entity or in relation to a contract entered into at the request of a governmental entity. • any statutory or contractual right of set-off, including rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for our or CRH plc’s benefit or in connection with the issuance of letters of credit for our or CRH plc’s benefit, any lien created on compensating credit balances and any lien created on amounts of a nature similar to such credit balances held in trust, in each case (other than a statutory right of set-off) to the extent required by a financial institution as security for financing provided to us, CRH plc or any direct or indirect subsidiary of CRH plc. • any lien securing liabilities under agreements with the Exports Credit Guarantee Department of the British government, or similar forms of credit, over sums due under any contract for the purchase, supply or installation of plant and/or machinery. • any lien constituted by a right of set off or right over a margin call account or any form of cash or cash collateral or any similar arrangement for obligations related to the hedging or management of risks under transactions involving any currency or interest rate swap, cap or collar arrangements, forward exchange transaction, option, warrant, forward rate agreement, futures contract or other derivative instrument of any kind. • any lien arising out of title retention or like provisions in connection with the purchase of goods and equipment in the ordinary course of business. • any lien securing taxes or assessments or other applicable governmental charges or levies. • any lien securing reimbursement obligations under letters of credit, guaranties and other forms of credit enhancement given in connection with the purchase of goods and equipment in the ordinary course of business. • any lien in favor of CRH plc or any subsidiary of CRH plc. • any extension, renewal or replacement, as a whole or in part, of any lien included earlier in this list; and • the amount does not exceed the principal amount of the borrowed money secured by the lien which is to be so extended, renewed or replaced; and • the extension, renewal, or replacement lien is limited to all or part of the same property, including improvements that secured the lien to be extended, renewed or replaced.

Restrictions on Sales and Leasebacks Neither we nor CRH plc will enter into any sale and leaseback transaction involving a property other than as allowed by the Indenture. A sale and leaseback transaction is an arrangement between us or CRH plc and any person where we or CRH plc leases a property that we or CRH plc has owned for more than 270 days and have sold to that person or to any person to whom that person has advanced funds on the security of the property.

32 This restriction on sales and leasebacks does not apply to any sale and leaseback transaction that is between CRH plc and one of its subsidiaries, or between a subsidiary of CRH plc and any other subsidiary of CRH plc. It also does not apply to any lease with a term, including renewals, of three years or less. Further, the Indenture does not restrict the ability of any subsidiary of CRH plc (other than us) to enter into sale and leaseback transactions.

The covenant allows us and CRH plc to enter into sale and leaseback transactions in two additional situations. First, we or CRH plc may enter sale and leaseback transactions if we or CRH plc could grant a lien on the property in an amount equal to the indebtedness attributable to the sale and leaseback transaction without being required to grant an equivalent or higher-ranking lien to you and the other direct holders of the Guaranteed Notes under the restriction on liens described above.

Second, we or CRH plc may enter into sale and leaseback transactions if, within one year of the transaction, we or CRH plc invest an amount equal to at least the net proceeds of the sale of the property that we or CRH plc lease in the transaction or the fair value of that property, whichever is greater. This amount must be invested in any of our or CRH plc’s property or used to retire any indebtedness for money that we or CRH plc borrowed, incurred or assumed. (Section 1009)

Defeasance and Discharge We and CRH plc can legally release ourselves from any payment or other obligations on the Guaranteed Notes, except for various obligations described below, if we and/or CRH plc, in addition to other actions, put in place the following arrangements for you to be repaid: • We or CRH plc must deposit in trust for your benefit and the benefit of all other direct holders of the Guaranteed Notes any combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Guaranteed Notes on their various due dates. • We or CRH plc must deliver to the trustee a legal opinion of our or CRH plc’s counsel confirming that either: • there has been a change in U.S. federal income tax law; or • we or have received from, or there has been published by, the U.S. Internal Revenue Service a ruling to the effect that we or CRH plc may make the above deposit and have such release without causing you to be taxed on the Guaranteed Notes any differently than if we or CRH plc did not make the deposit and just repaid the Guaranteed Notes ourselves. • If the Guaranteed Notes are listed on any stock exchange, we or CRH plc must deliver to the trustee an officer’s certificate confirming that the deposit, defeasance and discharge will not cause the Guaranteed Notes to be delisted. (Section 1304)

However, even if we and/or CRH plc take these actions, a number of our and CRH plc’s obligations relating to the Guaranteed Notes will remain. These include the following obligations: • to register the issuance, transfer and exchange of the Guaranteed Notes; • to replace mutilated, destroyed, lost or stolen Guaranteed Notes; • to maintain paying agencies; and • to hold money for payment in trust. (Section 1302)

Covenant Defeasance We and CRH plc can be legally released from compliance with certain covenants, including those described under “Description of Guaranteed Notes—Covenants” and including the related Events of Default if, in addition

33 to other actions, we and CRH plc take all the steps described above under “Description of Guaranteed Notes—Defeasance and Discharge” except that the opinion of counsel does not have to refer to a change in United States Federal income tax laws or a ruling from the United States Internal Revenue Service. (Section 1303)

Default and Related Matters Ranking Our Guaranteed Notes are not secured by any of our property or assets or the property or assets of CRH plc. Accordingly, your ownership of our Guaranteed Notes means you are one of our unsecured creditors. Our Guaranteed Notes are not subordinated to any of our other debt obligations and therefore they rank equally with all our other unsecured and unsubordinated indebtedness. The guarantees will rank equally with all other present and future unsecured and unsubordinated indebtedness of CRH plc. Because CRH plc is a holding company, the Guaranteed Notes will effectively be subordinated to any indebtedness of its subsidiaries (except for CRH America, Inc.).

Events of Default You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

Definition of an Event of Default The term event of default means any of the following: • We or CRH plc do not pay the principal or any premium on a Guaranteed Note on its due date or, in the case of technical difficulties, within 1 day of its due date. • We or CRH plc do not pay interest on a Guaranteed Note within 30 days of its due date. • We or CRH plc do not deposit any sinking fund payment within 30 days of its due date, if we or CRH plc agreed to maintain a sinking fund for your Guaranteed Notes and the other Guaranteed Notes of the same series. • We or CRH plc remain in breach of a covenant or any other term of the Indenture or series of Guaranteed Notes for 90 days after we or CRH plc receive a notice of default stating we or CRH plc are in breach. The notice must be sent by either the trustee or by the holders of 25% of the principal amount of Guaranteed Notes of the affected series. • We or CRH plc file for bankruptcy or certain other events or a judgment in bankruptcy or a similar judgment is entered. • Our or CRH plc’s other borrowings in principal amount of at least US$50,000,000 are accelerated by reason of a default and steps are taken to obtain repayment of these borrowings. • We or CRH plc fail to make a payment of principal of at least US$50,000,000 or fail to honor any guarantee or indemnity with respect to borrowings of at least US$50,000,000 and steps are taken to enforce either of these obligations. • Any mortgage, pledge or other charge granted by us or CRH plc in relation to any borrowing of at least US$50,000,000 becomes enforceable and steps are taken to enforce the mortgage, pledge or other charge, as the case may be.

Remedies if an Event of Default Occurs. If an event of default, other than a bankruptcy or similar event of default, has occurred and has not been cured, the trustee or the holders of 25% in principal amount of the Guaranteed Notes of the affected series may declare the entire principal amount and any other amounts, including accrued interest, of all the Guaranteed Notes of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. In a bankruptcy or similar event of default, the entire principal

34 amount of all the Guaranteed Notes will automatically become due and immediately payable. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the Guaranteed Notes of the affected series if we or CRH plc have paid the outstanding amounts due because of the acceleration of maturity and we or CRH plc have satisfied certain other conditions. (Section 502)

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the Indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. (Section 603) If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding Guaranteed Notes of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the Indenture. (Section 512)

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the Guaranteed Notes, the following must occur:

You must give the trustee written notice that an event of default has occurred and remains uncured.

The holders of 25% in principal amount of all outstanding Guaranteed Notes of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding Guaranteed Notes during that period. (Section 507)

However, such limitations do not apply to a suit instituted by you for the enforcement of payment of the principal of or interest on a Guaranteed Note on or after the respective due dates. (Section 508)

Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of acceleration.

We and CRH plc will furnish to the trustee every year a written statement of certain of our and CRH plc’s officers certifying that, to their knowledge, we and CRH plc are in compliance with the Indenture and the Guaranteed Notes, or else specifying any default. (Section 1005)

Form of Notes The Guaranteed Notes will be represented initially by global notes in registered form. The Guaranteed Notes initially offered and sold in reliance on Rule 144A under the Securities Act (“Rule 144A”) will be represented by global Guaranteed Notes (the “Rule 144A Global Notes”); and the Guaranteed Notes initially offered and sold in reliance on Regulation S under the Securities Act (“Regulation S”) will be represented by additional global Guaranteed Notes (the “Regulation S Global Notes”). The combined principal amounts of the Rule 144A Global Notes and the Regulation S Global Notes (together, the “Global Notes”) will at all times represent the total outstanding principal amount of the Guaranteed Notes represented thereby.

The Global Notes will be deposited with a custodian for DTC and registered in the name of Cede & Co., as nominee for DTC, in each case for credit to an account of a direct or indirect participant in DTC (including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. Ownership of interests in the Global Notes will be limited to persons that have accounts with DTC or persons that hold interests through any such participant. DTC will hold interests in the Global Notes on behalf of its participants through customers’ securities accounts. Except under the limited circumstances described in “Clearance and Settlement”, book-entry interests will not be held in definitive certificated form.

35 Legal Ownership Street Name and Other Indirect Holders Investors who hold interests in the Guaranteed Notes in accounts at banks or brokers will generally not be recognized by us as legal holders of the Guaranteed Notes. This is called holding in street name. Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its Guaranteed Notes. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the Guaranteed Notes, either because they agree to do so in their customer agreements or because they are legally required. If you hold the Guaranteed Notes in street name, you should check with your own institution to find out: • how it handles payments and notices in respect of the Guaranteed Notes; • whether it imposes fees or charges; • how it would handle voting if it were ever required; • whether and how you can instruct it to send your Guaranteed Notes, registered in your own name so you can be a direct holder as described below; and • how it would pursue rights under the Guaranteed Notes if there were a default or other event triggering the need for holders to act to protect their interests.

Direct Holders Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run only to persons who are registered as holders of the Guaranteed Notes. As noted above, we do not have any obligation to you if you hold Guaranteed Notes in street name or other indirect means For example, once we make a payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to you as a street name customer but does not do so.

Global Securities What is a Global Security? A global security is a special type of indirectly held security, as described above under “Street Name and Other Indirect Holders”. Since the Guaranteed Notes will be issued in the form of global securities, the ultimate beneficial owners can only be indirect holders.

The Global Notes for the Guaranteed Notes will deposited with a custodian for DTC and registered in the name of Cede & Co., as nominee for DTC, in each case for credit to an account of a direct or indirect participant in DTC (including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. We will require that the Guaranteed Notes included in the Global Notes not be transferred to the name of any other direct holder unless the special circumstances described below occur. DTC is called the depositary. Any person wishing to own a security must do so indirectly by virtue of an account with a broker, bank or other financial institution that in turn has an account with DTC.

Special Investor Considerations for Global Securities. As an indirect holder, an investor’s rights relating to the Global Notes will be governed by the account rules of the investor’s financial institution and of DTC, as well as general laws relating to securities transfers. We do not recognize this type of investor as a holder of the Guaranteed Notes and instead deal only with DTC.

As the Guaranteed Notes will be issued only in the form of Global Notes, you should be aware that: • You cannot get the Guaranteed Notes registered in your own name. • You cannot receive physical certificates for your interest in the Guaranteed Notes.

36 • You will be a street name holder and must look to your own bank or broker for payments on the Guaranteed Notes and protection of your legal rights relating to the Guaranteed Notes, as explained earlier under “Legal Ownership—Street Name and Other Indirect Holders”. • You may not be able to sell interests in the Guaranteed Notes to some insurance companies and other institutions that are required by law to own their debt securities in the form of physical certificates. • DTC’s policies will govern payments, transfers, exchange and other matters relating to your interest in the Global Notes. Neither we nor the trustee has any responsibility for any aspect of the DTC’s actions or for its records of ownership interests in the Global Notes. Neither we nor the trustee supervises DTC in any way.

DTC will require that interests in the Global Notes be purchased or sold within its system using same-day funds.

Special Situations When a Global Security Will Be Terminated In a few special situations described later, the Global Notes will terminate and interests in them will be exchanged for physical certificates representing the Guaranteed Notes in registered form. After that exchange, the choice of whether to hold the Guaranteed Notes directly or in street name will be up to the investor. Investors must consult their own bank or brokers to find out how to have their interests in the Guaranteed Notes transferred to their own name so that they will be direct holders. The rights of street name investors and direct holders in the Guaranteed Notes have been previously described in the subsections entitled “Legal Ownership—Street Name and Other Indirect Holders” and “Legal Ownership—Direct Holders”.

The special situations for termination of the Global Notes are: • When DTC notifies us or CRH plc that it is unwilling, unable or no longer qualified to continue as depositary. • When an event of default on the Guaranteed Notes has occurred and has not been cured. Defaults are discussed below under “Default and Related Matters—Events of Default”.

When a Global Note terminates, DTC (and not us or the trustee) is responsible for deciding the names of the institutions that will be the initial direct holders. (Sections 305 and 204)

In the remainder of this description “you” means direct holders and not street name or other indirect holders of the Guaranteed Notes. Indirect holders should read the subsection entitled “Street Name and Other Indirect Holders”.

Additional Mechanics Payment and Paying Agent We will pay interest principal and any other money due on the Guaranteed Notes and any redemption price to the paying agent. On the respective payment date of such payments, the paying agent will make such payments to DTC or its nominee, as the case may be, in accordance with arrangements between the paying agent and DTC or its nominee.

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

Notices We and the trustee will send notice only to direct holders, using their addresses as listed in the trustee’s records.

37 Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us or CRH plc for payment and not to the trustee, any other paying agent or anyone else.

Governing Law The Guaranteed Notes and the guarantees will be governed by the laws of the State of New York.

Trustee The Bank of New York Mellon will be the trustee under the Indenture. In addition to acting as trustee, The Bank of New York Mellon also maintains various banking and trust relationships with us, CRH plc and some of their affiliates. The trustee’s current address is: The Bank of New York Mellon, 101 Barclay Street, Floor 7E, New York, New York 10286.

If an event of default occurs, or an event occurs that would be an event of default if the requirements for giving us default notice or its default having to exist for a specific period of time were disregarded, the trustee may be considered to have a conflicting interest with respect to the Guaranteed Notes or the Indenture for purposes of the Trust Indenture Act of 1939. In that case, the trustee may be required to resign as trustee under the Indenture and we would be required to appoint a successor trustee under the Indenture. (Section 608)

38 CLEARANCE AND SETTLEMENT

The Guaranteed Notes of each series will be issued in the form of a global note that will be deposited with DTC on the closing date. This means that we will not issue certificates to each holder. We will issue one or more global Guaranteed Notes for each series of the Guaranteed Notes to DTC, and DTC will keep a computerized record of its participants (for example, your broker) whose clients have purchased such Guaranteed Notes. The participant will then keep a record of its clients who purchased the Guaranteed Notes. Unless it is exchanged in whole or in part for a certificated note, a global note may not be transferred; except that DTC, its nominees, and their successors may transfer a global note as a whole to one another.

Beneficial interests in a global note will be shown on, and transfers of that global note will be made only through, records maintained by DTC and its direct and indirect participants (including Euroclear and Clearstream, Luxembourg).

Transfers Transfers between participants in DTC will be effected in accordance with DTC rules and will be settled in immediately available funds. If a holder requires physical delivery of the Guaranteed Notes in definitive form for any reason, including to sell Guaranteed Notes to persons in jurisdictions that require physical delivery of securities or to pledge such Guaranteed Notes, such holder must transfer its interests in the Global Notes in accordance with the normal procedures of DTC and in accordance with the procedures set out in the Indenture.

The Global Notes will have a legend to the effect set out under “Notice to Investors”. Book-entry interests in the Global Notes will be subject to the restrictions on transfers and certification requirements discussed under “Notice to Investors and Transfer Restrictions”.

Through and including the 40th day after the later of the commencement of the offering of the Notes and the closing of the offering (the “Distribution Compliance Period”), beneficial interests in a Regulation S Global Note may be transferred to a person who takes delivery in the form of an interest in the Rule 144A Global Note only if such transfer is made pursuant to Rule 144A and the transferor first delivers to the trustee a certificate (in the form provided in the Indenture) to the effect that such transfer is being made to a person who the transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A or otherwise in accordance with the transfer restrictions described under “Notice to Investors” and in accordance with all applicable securities laws of the states of the United States and other jurisdictions.

After the expiration of the Distribution Compliance Period, beneficial interests in a Regulation S Global Note may be transferred to a person who takes delivery in the form of a beneficial interest in the Rule 144A Global Note without compliance with these certification requirements.

Beneficial interests in a Rule 144A Global Note may be transferred to a person who takes delivery in the form of a beneficial interest in the Regulation S Global Note only upon receipt by the trustee of a written certification (in the form provided in the Indenture) from the transferor to the effect that such transfer is being made in accordance with Regulation S or Rule 144 under the Securities Act (if available).

In connection with transfers involving an exchange of a Regulation S book-entry interest for a Rule 144A book-entry interest, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S Global Note and a corresponding increase in the principal amount of the Rule 144A Global Notes.

Any book-entry interest in one of the Global Notes that is transferred to a person who takes delivery in the form of a book-entry interest in any other Global Note will, upon transfer, cease to be a book-entry interest in the first mentioned Global Note and become a book-entry interest in such other Global Note, and accordingly will

39 thereafter be subject to all transfer restrictions, if any, and other procedures applicable to book-entry interests in such other Global Note for as long as it remains such a book-entry interest.

Information Concerning DTC The following information concerning DTC has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof. DTC has advised us as follows: • DTC is: • a limited purpose trust company organized under the laws of the State of New York; • a “banking organization” within the meaning of New York Banking Law; • a member of the Federal Reserve System; • a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and • a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. • DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to accounts of its participants. This eliminates the need for physical movement of certificates. • Participants in DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is partially owned by some of these participants or their representatives. • Indirect access to the DTC system is also available to banks, brokers, dealers and trust companies that have relationships with participants. • The rules applicable to DTC and DTC participants are on file with the SEC.

We will wire principal and interest payments to DTC’s nominee. We and the trustee will treat DTC’s nominee as the owner of each global note for all purposes. Accordingly, we, the trustee and any paying agent will have no direct responsibility or liability to pay amounts due on the global Guaranteed Notes to owners of beneficial interests in those global Guaranteed Notes.

It is DTC’s current practice, upon receipt of any payment of principal or interest, to credit Direct Participants’ accounts on the payment date according to their respective holdings of beneficial interests in the global Guaranteed Notes as shown on DTC’s records. In addition, it is DTC’s current practice to assign any consenting or voting rights to Direct Participants whose accounts are credited with Guaranteed Notes on a record date, by using an omnibus proxy. Payments by Direct Participants to owners of beneficial interests in the global Guaranteed Notes, and voting by Direct Participants, will be governed by the customary practices between the Direct Participants and owners of beneficial interests, as is the case with Guaranteed Notes held for the account of customers registered in “street name”. However, payments to the owners of beneficial interests in the Guaranteed Notes will be the responsibility of the participants and not of DTC, the trustee or us.

Guaranteed Notes represented by a global note will be exchangeable for certificate Guaranteed Notes with the same terms in authorized denominations only if: • DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under applicable law and a successor depositary is not appointed by us within 90 days of receiving such notice from DTC; or • We determine not to require all of the Guaranteed Notes to be represented by a global note and notify the trustee of our decision.

40 Settlement for the Guaranteed Notes will be made by the initial purchasers in immediately available funds. All payments of principal and interest will be made in immediately available funds, except as otherwise indicated in this section.

The Guaranteed Notes have been accepted for clearance through DTC. The Common Code, ISIN and CUSIP numbers for the Guaranteed Notes are as follows:

2025 Guaranteed Notes 2045 Guaranteed Notes Common Code ...... 144A: 123436369 123436784 Reg. S: 123436539 123436849 ISIN ...... 144A: US12626PAM59 US12626PAN33 Reg. S: USU1302DAA91 USU1302DAB74 CUSIP number ...... 144A: 12626P AM5 12626P AN3 Reg. S: U1302D AA9 U1302D AB7

41 TAXATION Material U.S. Federal Tax Considerations This section describes the material United States federal income tax consequences of owning and disposing of the Guaranteed Notes we are offering. It applies to you only if you acquire Guaranteed Notes in this offering at the offering price and you hold your Guaranteed Notes as capital assets for U.S. federal income tax purposes. This section does not describe all of the tax consequences that may apply to you if you are a member of a class of holders subject to special rules, such as: • a dealer in securities, • a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings, • a bank, • a life insurance company, • a tax-exempt organization, • a person that owns Guaranteed Notes that are a hedge or that are hedged against interest rate risks, • a person that owns the Guaranteed Notes as part of a straddle or conversion transaction for tax purposes, • a person who is a former citizen or lawful permanent resident of the United States, • a person that purchases or sells Guaranteed Notes as part of a wash sale for tax purposes, or • a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar. If you purchase Guaranteed Notes at a price other than the offering price, the amortizable bond premium or market discount rules may also apply to you. You should consult your tax advisor regarding this possibility. This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. If a partnership holds the Guaranteed Notes, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the Guaranteed Notes should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the Guaranteed Notes.

Please consult your own tax advisor concerning the consequences of owning these Guaranteed Notes in your particular circumstances under the Internal Revenue Code and the laws of any other taxing jurisdiction.

Characterization of the Guaranteed Notes In certain circumstances we may be obligated to make payments on the Guaranteed Notes that would increase the yield of the Guaranteed Notes. We intend to take the position that the Guaranteed Notes should not be treated as contingent payment debt instruments (“CPDIs”) for U.S. federal income tax purposes because of these possible additional payments. If the IRS successfully challenged this position, and the Guaranteed Notes were treated as CPDIs, you could be required to accrue interest income at a rate higher than the stated interest rate on the Guaranteed Notes regardless of your method of tax accounting and to treat as ordinary income, rather than capital gain, any gain recognized on a sale, exchange or redemption of the Guaranteed Notes. You are urged to consult your own tax advisors regarding the potential application to the Guaranteed Notes of the CPDI rules and the consequences thereof. The remainder of this discussion assumes that the Guaranteed Notes will not be treated as CPDIs.

United States Holders This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a beneficial owner of a Note and you are: • a citizen or resident of the United States,

42 • a domestic corporation, • an estate whose income is subject to United States federal income tax regardless of its source, or • a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

If you are not a United States holder, this subsection does not apply to you and you should refer to “United States Alien Holders” below.

Payments of Interest. You will be taxed on interest on your Guaranteed Notes as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes.

Purchase, Sale and Retirement of the Guaranteed Notes. Your tax basis in your Guaranteed Notes generally will be their cost. You will generally recognize capital gain or loss on the sale or retirement of your Guaranteed Notes equal to the difference between the amount you realize on the sale or retirement, excluding any amounts attributable to accrued but unpaid interest (which will be treated as interest payments), and your tax basis in your Guaranteed Notes. Capital gain of a noncorporate United States holder is generally taxed at preferential rates where the property is held for more than one year.

Medicare Tax A United States holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) the United States holder’s “net investment income” (or “undistributed net investment income” in the case of an estate or trust) for the relevant taxable year and (2) the excess of the United States holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual’s circumstances). A holder’s net investment income generally includes its interest income and its net gains from the disposition of its Guaranteed Notes, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a United States holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the Guaranteed Notes.

United States Alien Holders This subsection describes the tax consequences to a United States alien holder. You are a United States alien holder if you are a beneficial owner of Guaranteed Notes and you are, for United States federal income tax purposes: • a nonresident alien individual, • a foreign corporation, or • an estate or trust that in either case is not subject to United States federal income tax on a net income basis on income or gain from Guaranteed Notes.

Under United States federal income and estate tax law, and subject to the discussions of FATCA withholding and backup withholding below, if you are a United States alien holder of Guaranteed Notes: • we and other U.S. payors generally would not be required to deduct United States withholding tax from payments of principal, premium, if any, and interest to you if, in the case of payments of interest: 1. you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote,

43 2. you are not a “controlled foreign corporation” that is related to us through stock ownership, and 3. the U.S. payor does not have actual knowledge or reason to know that you are a United States person and: (a) you have furnished to the U.S. payor an IRS Form W-8BEN or W-8BEN-E or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-United States person, (b) in the case of payments made outside the United States to you at an offshore account (generally, an account maintained by you at a bank or other financial institution at any location outside the United States), you have furnished to the U.S. payor documentation that establishes your identity and your status as the beneficial owner of the payment for United States federal income tax purposes and as a non-United States person, (c) the U.S. payor has received a withholding certificate (furnished on an appropriate IRS Form W-8 or an acceptable substitute form) from a person claiming to be: i. a withholding foreign partnership (generally a foreign partnership that has entered into an agreement with the Internal Revenue Service (“IRS”) to assume primary withholding responsibility with respect to distributions and guaranteed payments it makes to its partners), ii. a qualified intermediary (generally a non-United States financial institution or clearing organization or a non-United States branch or office of a United States financial institution or clearing organization that is a party to a withholding agreement with the IRS), or iii. a U.S. branch of a non-United States bank or of a non-United States insurance company, and the withholding foreign partnership, qualified intermediary or U.S. branch has received documentation upon which it may rely to treat the payment as made to a non-United States person that is, for United States federal income tax purposes, the beneficial owner of the payment on the Guaranteed Notes in accordance with U.S. Treasury regulations (or, in the case of a qualified intermediary, in accordance with its agreement with the IRS), (d) the U.S. payor receives a statement from a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business, i. certifying to the U.S. payor under penalties of perjury that an IRS Form W-8BEN or W-8BEN-E or an acceptable substitute form has been received from you by it or by a similar financial institution between it and you, and ii. to which is attached a copy of the IRS Form W-8BEN or W-8BEN-E or acceptable substitute form, or (e) the U.S. payor otherwise possesses documentation upon which it may rely to treat the payment as made to a non-United States person that is, for United States federal income tax purposes, the beneficial owner of the payments on the Guaranteed Notes in accordance with U.S. Treasury regulations; and • no deduction for any United States federal withholding tax would be made from any gain that you realize on the sale or exchange of your Guaranteed Notes.

If you are an individual and you are present in the United States for 183 or more days in a taxable year of disposition of Guaranteed Notes, and certain other conditions apply, you may be subject to U.S. federal income tax on the gain that you recognize on such disposition. If you are such an individual, you should consult your tax advisor as to the U.S. tax consequences of an investment in the Guaranteed Notes.

44 If your income or gain from the Guaranteed Notes is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base), you will generally be taxed in the same manner as United States holders and may also be subject to branch profits tax if you are a corporation.

Further, Guaranteed Notes held by an individual who at death is not a citizen or resident of the United States would not be includible in the individual’s gross estate for United States federal estate tax purposes if: • the decedent did not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote at the time of death, and • the income on the Guaranteed Notes would not have been effectively connected with a United States trade or business of the decedent at the same time.

FATCA Withholding Pursuant to sections 1471 through 1474 of the Code, commonly known as the Foreign Account Tax Compliance Act (“FATCA”), a 30% withholding tax (“FATCA withholding”) may be imposed on certain payments to you or to certain foreign financial institutions, investment funds and other non-US persons receiving payments on your behalf if you or such persons fail to comply with certain information reporting requirements. Such payments will include US-source interest and the gross proceeds from the sale or other disposition of notes that can produce US-source interest. Payments of interest that you receive in respect of the Guaranteed Notes could be affected by this withholding if you are subject to the FATCA information reporting requirements and fail to comply with them or if you hold Guaranteed Notes through a non-US person (e.g., a foreign bank or broker) that fails to comply with these requirements (even if payments to you would not otherwise have been subject to FATCA withholding). Payments of gross proceeds from a sale or other disposition of Guaranteed Notes could also be subject to FATCA withholding unless such disposition occurs before January 1, 2017. You should consult your own tax advisors regarding the relevant U.S. law and other official guidance on FATCA withholding.

We will not pay any additional amounts in respect of FATCA withholding, so if this withholding applies, you will receive significantly less than the amount that you would have otherwise received with respect to your Guaranteed Notes. Depending on your circumstances, you may be entitled to a refund or credit in respect of some or all of this withholding. However, even if you are entitled to have any such withholding refunded, the required procedures could be cumbersome and significantly delay your receipt of any amounts withheld.

Backup Withholding and Information Reporting In general, if you are a noncorporate United States holder, we and other payors are required to report to the IRS all payments of principal and interest on your Guaranteed Notes. In addition, we and other payors are required to report to the IRS any payment of proceeds of the sale of your Guaranteed Notes before maturity within the United States. Additionally, backup withholding would apply to any payments if you fail to provide an accurate taxpayer identification number, or you are notified by the IRS that you have failed to report all interest and dividends required to be shown on your federal income tax returns.

In general, if you are a United States alien holder, we and other payors are required to report payments of interest on your Guaranteed Notes on IRS Form 1042-S. Payments of principal or interest, made by us and other payors to you would otherwise not be subject to information reporting and backup withholding, provided that the certification requirements described above under “—United States Alien Holders” are satisfied or you otherwise establish an exemption. In addition, payment of the proceeds from the sale of Guaranteed Notes effected at a United States office of a broker will not be subject to backup withholding and information reporting if (i) the payor or broker does not have actual knowledge or reason to know that you are a United States person and (ii) you have furnished to the payor or broker an appropriate IRS Form W-8, an acceptable substitute form or other documentation upon which it may rely to treat the payment as made to a non-United States person.

45 In general, payment of the proceeds from the sale of Guaranteed Notes effected at a foreign office of a broker will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker could be subject to information reporting in the same manner as a sale within the United States (and in certain cases may be subject to backup withholding as well) if (i) the broker has certain connections to the United States, (ii) the proceeds or confirmation are sent to the United States or (iii) the sale has certain other specified connections with the United States. In addition, certain foreign brokers may be required to report the amount of gross proceeds from the sale or other disposition of Guaranteed Notes under FATCA if you are, or are presumed to be, a United States person.

You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed your income tax liability by filing a timely refund claim with the IRS.

Certain Irish Tax Considerations The following is a summary based on the laws and practices currently in force in Ireland of certain matters regarding the tax position of investors who are the absolute beneficial owners of the Guaranteed Notes. Particular rules not discussed below may apply to certain classes of taxpayers holding Guaranteed Notes, including dealers in securities and trusts. The summary does not constitute tax or legal advice and the comments below are of a general nature only and do not discuss all aspects of Irish taxation that may be relevant to any particular holder of Guaranteed Notes. Prospective investors in the Guaranteed Notes should consult their professional advisors on the tax implications of the purchase, holding, redemption or sale of the Guaranteed Notes and the receipt of payments thereon under the laws of their country of residence, citizenship or domicile.

Payments by an Irish Guarantor Payments in the nature of interest by any Irish incorporated or Irish tax-resident entity acting as a Guarantor may be liable to Irish withholding tax. No Irish Guarantor entity will be obliged to make any deduction or withholding for or on account of Irish tax from a payment made as a Guarantor in the nature of interest, provided that the payment is made by the entity in the ordinary course of its trade or business and: (f) the beneficial owner of such payment is a company (i) which is, by virtue of the law of a Relevant Territory, resident for the purposes of tax in a Relevant Territory which imposes a tax that generally applies to interest receivable in that Relevant Territory by companies from sources outside that Relevant Territory or (ii) where the interest is exempted from the charge to income tax under the terms of a double tax agreement which is either in force or which will come into force once all ratification procedures have been completed; and (g) such beneficial owner does not receive any payment from a Guarantor in connection with a trade or business which is carried on by such person through a branch or agency in Ireland.

For these purposes, “Relevant Territory” means a Member State of the European Union (other than Ireland) or a country with which Ireland has signed a double tax treaty.

A payment by the Guarantor other than in the nature of interest or an annual payment should not attract a requirement to withhold or deduct for or on account of Irish tax.

46 ERISA CONSIDERATIONS

A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each, a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing an investment in the Guaranteed Notes. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan, and whether the investment would involve a prohibited transaction under ERISA or the U.S. Internal Revenue Code (the “Code”).

Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well as individual retirement accounts, Keogh plans, and any other plans that are subject to Section 4975 of the Code (also “Plans”), from engaging in certain transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the Plan. A violation of these prohibited transaction rules may result in excise tax or other liabilities under ERISA or the Code for those persons, unless exemptive relief is available under an applicable statutory, regulatory or administrative exemption. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (“Non-ERISA Arrangements”) are not subject to the requirements of Section 406 of ERISA or Section 4975 of the Code but may be subject to similar provisions under applicable federal, state, local, non-U.S. or other laws (“Similar Laws”).

The acquisition and holding of the Guaranteed Notes by a Plan or any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) with respect to which the Issuer, the Guarantor, the Calculation Agent, the Registrar and Paying Agent or a Manager or any of their respective affiliates is or becomes a party in interest or disqualified person may result in a prohibited transaction under ERISA or Section 4975 of the Code, unless the Guaranteed Notes are acquired and held pursuant to an applicable exemption. The U.S. Department of Labor has issued five prohibited transaction class exemptions, or “PTCEs”, that may provide exemptive relief if required for direct or indirect prohibited transactions that may arise from the purchase or holding of the Guaranteed Notes. These exemptions are PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers), PTCE 90-1 (for certain transactions involving insurance company pooled separate accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 95-60 (for transactions involving certain insurance company general accounts), and PTCE 96-23 (for transactions managed by in-house asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code provide an exemption for the purchase and sale of the Guaranteed Notes, provided that neither the issuer of the Guaranteed Notes nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any Plan involved in the transaction, and provided further that the Plan pays no more and receives no less than “adequate consideration” in connection with the transaction (the “service provider exemption”). There can be no assurance that all of the conditions of any such exemptions will be satisfied.

Any purchaser or holder of the Guaranteed Notes or any interest therein will be deemed to have represented by its purchase and holding of the Guaranteed Notes or any interest therein that it either (1) is not a Plan, a Plan Asset Entity or a Non-ERISA Arrangement and is not purchasing the Guaranteed Notes on behalf of or with the assets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement or (2) the purchase and holding of the Guaranteed Notes will not constitute a non-exempt prohibited transaction under ERISA or the Code or a similar violation under any applicable Similar Laws.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is important that fiduciaries or other persons considering purchasing the Guaranteed Notes on behalf of or with the assets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement consult with their counsel regarding the availability of exemptive relief under any of the PTCEs listed above, the

47 service provider exemption or the potential consequences of any purchase or holding under Similar Laws, as applicable. Purchasers of the Guaranteed Notes have exclusive responsibility for ensuring that their purchase and holding of the Guaranteed Notes do not violate the fiduciary or prohibited transaction rules of ERISA or the Code or any similar provisions of Similar Laws. The sale of any Guaranteed Notes to a Plan, Plan Asset Entity or Non-ERISA Arrangement is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement or that such investment is appropriate for such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement.

48 PLAN OF DISTRIBUTION

Subject to the terms and conditions set forth in the purchase agreement, each of the initial purchasers has severally agreed to purchase, and we have agreed to sell to each initial purchaser, the principal amount of Guaranteed Notes set forth opposite the name of that initial purchaser:

Principal Principal Amount of 2025 Amount of 2045 Guaranteed Notes Guaranteed Notes Barclays Capital Inc...... $ 312,500,000 $125,000,000 Credit Agricole Securities (USA) Inc...... $ 312,500,000 $125,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated ...... $ 312,500,000 $125,000,000 Santander Investment Securities Inc...... $ 312,500,000 $125,000,000 Total ...... $1,250,000,000 $500,000,000

Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santander Investment Securities Inc. are the Joint Bookrunners for this offering of Guaranteed Notes.

The purchase agreement provides that the obligations of the several initial purchasers to purchase the Guaranteed Notes included in this offering are subject to approval of certain legal matters by counsel and to certain other conditions. The initial purchasers are obligated to purchase all the Guaranteed Notes of a series if they purchase any of the Guaranteed Notes of that series.

The Guaranteed Notes have not been and will not be registered under the Securities Act or qualified for sale under the securities laws of any state or jurisdiction outside the United States and may not be offered to, or for the account or benefit of, persons in the United States except in transactions exempt from the registration requirements of the Securities Act. Please see “Notice to Investors and Transfer Restrictions.”

We have been advised that the initial purchasers propose to resell the Guaranteed Notes at the offering price set out on the cover page of this offering memorandum within the United States to qualified institutional buyers (as defined in Rule 144A) in reliance on Rule 144A and to non-US persons outside the United States in offshore transactions in reliance on Regulation S. After the initial offering, the offering price and other selling terms of the Guaranteed Notes may from time to time be varied by the initial purchasers without notice. To the extent certain of the initial purchasers are not U.S.-registered broker-dealers and they intend to effect any sales of the Guaranteed Notes in the United States they will do so through one or more U.S.-registered broker-dealers permitted by the regulations of the Financial Industry Regulatory Authority, Inc.

In addition, until 40 days after the commencement of this offering, an offer or sale of the Guaranteed Notes within the United States by a dealer that is not participating in this offering may violate the registration requirements of the Securities Act if that offer or sale is made otherwise than in accordance with Rule 144A.

The expenses of this offering are payable by CRH plc. The initial purchasers have agreed to reimburse certain of CRH plc’s expenses.

In connection with the offering, the initial purchasers may purchase and sell Guaranteed Notes in the open market. These transactions may include over-allotment, syndicate covering transactions and stabilizing transactions. Over-allotment involves syndicate sales of Guaranteed Notes in excess of the principal amount of Guaranteed Notes to be purchased by the initial purchasers in the offering, which creates a syndicate short position. Syndicate-covering transactions involve purchases of Guaranteed Notes in the open market after the distribution has been completed in order to cover syndicate short positions. Stabilizing transactions consist of certain bids or purchases of Guaranteed Notes made for the purpose of pegging, fixing or maintaining the price of the Guaranteed Notes.

49 The initial purchasers may also impose a penalty bid. Penalty bids permit the initial purchasers to reclaim selling concessions from a syndicate member when they, in covering syndicate positions or making stabilizing purchases, repurchase Guaranteed Notes originally sold by that syndicate member.

Any of these activities may cause the prices of the Guaranteed Notes to be higher than the price that otherwise would exist in the open market in the absence of such transactions. These transactions may be effected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Certain of the initial purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the initial purchasers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain of the initial purchasers or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us and/or to the Guarantor consistent with their customary risk management policies. Typically, such initial purchasers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Guaranteed Notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Guaranteed Notes offered hereby. The initial purchasers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the initial purchasers may be required to make in respect of any of those liabilities.

Each of the initial purchasers has represented and agreed that it has not and will not offer, sell or deliver any of the Guaranteed Notes directly or indirectly, or distribute this offering memorandum or any other offering material relating to the Guaranteed Notes, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on us except as set forth in the purchase agreement. There will be no offers or sales to retail investors.

Although application will be made to list the Guaranteed Notes on the Main Securities Market of the Irish Stock Exchange plc, the Guaranteed Notes are new issues of securities with no established trading market. No assurance can be given as to the liquidity of, or the trading markets for, the Guaranteed Notes. Purchasers of the Guaranteed Notes may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the issue price set forth on the cover page hereof. We have been advised by the initial purchasers for the Guaranteed Notes that they intend to make a market in the Guaranteed Notes, but they are not obligated to do so and may discontinue such market-making at any time without notice.

Delivery of the Guaranteed Notes will be made against payment on May 18, 2015 (T+4). Trades of securities in the secondary market generally are required to settle in three business days, referred to as T+3, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the Guaranteed Notes will not be made on a T+3 basis, investors who wish to trade the Guaranteed Notes before a final settlement will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.

50 Selling Restrictions United Kingdom Each initial purchaser has represented and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the U.K. Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Guaranteed Notes in circumstances in which Section 21(1) of the FSMA does not apply to us or CRH plc; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Guaranteed Notes in, from or otherwise involving the United Kingdom.

Ireland Each initial purchaser has represented and agreed that: (a) it will not underwrite the issue of, or place the Guaranteed Notes, otherwise than in conformity with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3)(as amended) of Ireland, including, without limitation, Regulations 7 and 152 thereof or any codes of conduct used in connection therewith and the provisions of the Investor Compensation Act 1998; (b) it will not underwrite the issue of, or place, the Guaranteed Notes, otherwise than in conformity with the provisions of the Companies Acts 1963 to 2013 or Ireland (as amended and/or superseded by the Companies Act 2014 of Ireland, which is expected to be commenced by statutory instrument with effect from June 1, 2015), the Central Bank Acts 1942–2014 (as amended) of Ireland and any codes of conduct rules made under Section 117(1); and (c) it will not underwrite the issue of, place or otherwise act in Ireland in respect of the Guaranteed Notes, otherwise than in conformity with the provisions of the Market Abuse (Directive 2003/6/EC) Regulations 2005 (as amended) of Ireland and any rules issued by the Central Bank of Ireland pursuant thereto.

51 GENERAL INFORMATION

This offering memorandum comprises a Prospectus for purposes of Directive 2003/71/EC (the “Prospectus Directive”). The Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc for the Guaranteed Notes to be admitted to the official list (the “Official List”) and trading on its regulated market (the “Main Securities Market”). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). Such approval relates only to the Guaranteed Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area.

Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in relation to the Guaranteed Notes and is not itself seeking admission of the Guaranteed Notes to the Official List of the Irish Stock Exchange plc or to trading on the regulated market of the Irish Stock Exchange plc for the purposes of the Prospectus Directive.

The issue of the Guaranteed Notes was authorized by resolutions of the Board of Directors of the Guarantor on May 5, 2015. It was also authorized by the Board of Directors of the Issuer on May 5, 2015.

Notices to Noteholders will be valid, for so long as the Notes are admitted to trading on the Irish Stock Exchange plc, when such notice is filed in the Companies Announcement Office of the Irish Stock Exchange plc.

Any websites referred to herein do not form part of this offering memorandum.

Standard & Poor’s Credit Market Services Europe Limited, Moody’s Investor Services Limited and Fitch Ratings Limited are established in the EU and are registered under Regulation (EC) No. 1060/2009.

There has been no material adverse change in the Issuer or the Guarantor’s prospects since December 31, 2014 and there has been no significant change in the Issuer or the Guarantor’s financial or trading position since December 31, 2014.

The directors of the Issuer are Gary P. Hickman, Michael G. O’Driscoll and Mark S. Towe. The principal business address of the directors is 900 Ashwood Parkway, Suite 600, Atlanta, GA 30338. There are no potential conflicts of interest between any duties of the Issuer’s directors to it and their private interests and/or other duties.

For information regarding the Board of Directors of the Guarantor, including information regarding the principal activities performed by them outside duties to the Guarantor and regarding potential conflicts of interest, please see pages 87 to 96 of the 2014 Form 20-F.

The Issuer has not been involved in any governmental, legal or arbitration proceedings (including such proceedings which are pending or threatened of which the Issuer is aware) during the last twelve months which may have, or have had in the recent past, significant effects upon the financial position or profitability of the Issuer. Other than as described under “Legal Proceedings” on page 32 of the 2014 Form 20-F, the Guarantor has not been involved in any governmental, legal or arbitration proceedings (including such proceedings which are pending or threatened of which the Guarantor is aware) during the last twelve months which may have had, or have had in the recent past, significant effects upon the financial position or profitability of the Guarantor or the Group.

The expenses in relation to the admission of the Notes to trading on the Main Securities Market will be approximately €5,390.

52 NOTICE TO INVESTORS AND TRANSFER RESTRICTIONS

Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Guaranteed Notes offered hereby. The Guaranteed Notes have not been, and will not be, registered under the Securities Act or any state securities laws of any state of the United States or the securities laws of any other jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Guaranteed Notes offered hereby are being offered and sold (A) in the United States only to QIBs in reliance on Rule 144A and (B) outside the United States only to non-U.S. persons in ‘‘offshore transactions’’ in reliance on Regulation S.

Each purchaser of Guaranteed Notes in the United States will be deemed to have acknowledged, represented to and agreed with the Issuer, the Guarantor and each initial purchaser as follows: 1. It understands and acknowledges that the Guaranteed Notes have not been, and will not be, registered under the Securities Act or any other applicable securities laws, are being offered for sale in transactions not requiring registration under the Securities Act or any other securities laws, including sales pursuant to Rule 144A under the Securities Act, and may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, pursuant to an exemption therefrom or in a transaction not subject thereto, and in each case in compliance with the conditions for transfer set forth in paragraphs (3), (4) and (5) below. 2. It is not an ‘‘affiliate’’ (as defined in Rule 144 under the Securities Act) of the Issuer or the Guarantor or acting on behalf of the Issuer or the Guarantor. It is a QIB and is aware that any sale of Guaranteed Notes to it will be made in reliance on Rule 144A under the Securities Act, and the purchase of the Guaranteed Notes will be for its own account or the account of another QIB. 3. It understands that the Guaranteed Notes may not be reoffered, resold, pledged or otherwise transferred except (A) (i) inside the United States to a person who it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) outside the United States in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S, (iii) pursuant to an exemption from registration under the Securities Act (if available) or (iv) to the Issuer or its affiliates, and (B) in accordance with all applicable securities laws of the states of the United States. 4. It acknowledges that the Guaranteed Notes will bear a legend substantially to the following effect: ‘‘THE SECURITIES AND THE GUARANTEES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, AGREES FOR THE BENEFIT OF CRH AMERICA, INC. (THE “COMPANY”) THAT THE SECURITIES AND THE GUARANTEES EVIDENCED HEREBY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND ONLY (A) WITHIN THE UNITED STATES PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO ANY OTHER EXEMPTION FROM

53 REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), (D) TO THE COMPANY OR ITS AFFILIATES OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. THIS LEGEND WILL BE REMOVED ONLY AT THE OPTION OF THE COMPANY.’’ 5. It either (i) is not (a) a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or an individual retirement account, Keogh plan or any other plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (b) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) or a non-U.S. plan (as described in Section 4(b)(4) of ERISA) that is not subject to the requirements of ERISA or the Code but is subject to similar provisions under applicable federal, state, local, non-U.S. or other laws (“Similar Laws”) or (c) an entity whose underlying assets include “plan assets” by reason of any such plan’s investment in the entity or (ii) the purchase of the Guaranteed Notes will not constitute a non- exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or under any applicable Similar Laws. 6. It agrees that it will give to each person to whom it transfers the Guaranteed Notes notice of any restrictions on transfer of such Guaranteed Notes. 7. It acknowledges that the Issuer and the Trustee will not be required to accept for registration of transfer any Guaranteed Notes except upon presentation of evidence satisfactory to the Issuer and the Trustee that the restrictions set forth therein have been complied with. 8. It acknowledges that the Issuer, each Guarantor, each Initial Purchaser and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements and agrees that if any of the acknowledgments, representations, warranties and agreements deemed to have been made by its purchase of the Guaranteed Notes are no longer accurate, it shall promptly notify the Issuer and the Initial Purchasers. If it is acquiring any Guaranteed Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such investor account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such investor account.

Each purchaser of Guaranteed Notes outside of the United States will be deemed to have acknowledged, represented to and agreed with the Issuer, each Guarantor and Each Initial Purchaser as follows: 9. It understands and acknowledges that the sale of the Guaranteed Notes to it is being made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act and it is, or at the time such Guaranteed Notes are purchased, will be, the beneficial owner of such Guaranteed Notes and (A) it is not a U.S. person and is located outside the United States (within the meaning of Regulation S), and (B) it is not an affiliate of the Issuer, the Guarantor or a person acting on behalf of such affiliates. 10. It understands and acknowledges that the Guaranteed Notes have not been, and will not be, registered under the Securities Act or any other applicable securities laws, and, during the ‘‘Distribution Compliance Period’’ (defined as 40 days after the later of the commencement of the offering and issuance of the Guaranteed Notes), may not be offered, sold, pledged or otherwise transferred except (A) (i) in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S, (ii) to a person who it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (iii) pursuant to an exemption from registration under the Securities Act (if available) or (iv) to the Issuer or its affiliates, and (B) in accordance with all applicable securities laws of the states of the United States.

54 11. It acknowledges that the Guaranteed Notes will bear a legend substantially to the following effect: ‘‘THE SECURITIES AND THE GUARANTEES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, AGREES FOR THE BENEFIT OF THE COMPANY THAT THE SECURITIES AND THE GUARANTEES EVIDENCED HEREBY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT, AND, PRIOR TO THE EXPIRATION OF FORTY DAYS FROM THE LATER OF (1) THE DATE ON WHICH THESE SECURITIES WERE FIRST OFFERED AND (2) THE DATE OF ISSUANCE OF THESE SECURITIES, ONLY (A) WITHIN THE UNITED STATES PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), (D) TO THE COMPANY OR ITS AFFILIATES OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF CRH AMERICA, INC. THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.’’ 12. It agrees that it will give to each person to whom it transfers the Guaranteed Notes notice of any restrictions on transfer of such Guaranteed Notes. 13. It acknowledges that the Issuer and the Trustee will not be required to accept for registration of transfer any Guaranteed Notes except upon presentation of evidence satisfactory to the Issuer and the Trustee that the restrictions set forth therein have been complied with. 14. It acknowledges that the Issuer, each Guarantor, each Initial Purchaser and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements and agrees that if any of the acknowledgments, representations, warranties and agreements deemed to have been made by its purchase of the Guaranteed Notes are no longer accurate, it shall promptly notify the Issuer and the Initial Purchasers. If it is acquiring any Guaranteed Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such investor account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such investor account.

55 VALIDITY OF GUARANTEED NOTES AND GUARANTEES

Sullivan & Cromwell LLP, our and CRH plc’s U.S. counsel, will pass upon the validity of the Guaranteed Notes and the guarantees. Arthur Cox, our and CRH plc’s Irish counsel, will pass upon Irish law matters. Davis Polk & Wardwell London LLP, U.S. counsel for the initial purchasers, will pass upon certain legal matters relating to the Guaranteed Notes and guarantees. Sullivan & Cromwell LLP and Davis Polk & Wardwell London LLP may rely upon the opinion of Arthur Cox with respect to all matters of Irish law.

EXPERTS

The audited consolidated financial statements of CRH plc for the years ended December 31, 2014 and 2013 appearing in the 2014 Form 20-F and the effectiveness of CRH plc’s internal control over financial reporting as of December 31, 2014 have been audited by Ernst & Young, independent registered public accounting firm, as set forth in their reports thereon included therein and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon their reports given on their authority as experts in accounting and auditing. Ernst & Young is registered to carry out audit work by the Institute of Chartered Accountants in England and Wales. Its address is Harcourt Centre, Harcourt Street, Dublin 2, Ireland.

The audited consolidated financial statements of CRH America, Inc. for the years ended December 31, 2014 and 2013 have been audited by Ernst & Young, independent registered public accounting firm, as set forth in their reports thereon included therein and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon their reports given on their authority as experts in accounting and auditing. Ernst & Young is registered with the Public Company Accounting Oversight Board in the United States. Its address is 55 Ivan Allen Jr. Boulevard, Suite 1000, Atlanta, Georgia 30308, United States.

56 ISSUER GUARANTOR

CRH America, Inc. CRH plc 900 Ashwood Parkway Belgard Castle Suite 600 Clondalkin, Dublin 22 Atlanta, GA 30338 Ireland United States

LEGAL ADVISORS TO THE ISSUER

as to United States law as to Irish law

Sullivan &Cromwell LLP Arthur Cox 1 New Fetter Lane Earlsfort Centre London EC4A 1AN Earlsfort Terrace United Kingdom Dublin 2 Ireland

LEGAL ADVISORS TO THE INITIAL PURCHASERS

as to United States law Davis Polk & Wardwell London LLP 5 Aldermanbury Square London EC2V 7HR United Kingdom

TRUSTEE, PAYING AGENT, TRANSFER LEGAL ADVISORS TO THE TRUSTEE AGENT AND REGISTRAR Perkins Coie LLP The Bank of New York Mellon 30 Rockefeller Plaza 101 Barclay Street 22nd Floor Floor 7E New York, NY 10112 New York, NY 10286 United States United States

LISTING AGENT Arthur Cox Listing Services Limited Earlsfort Centre Earlsfort Terrace Dublin 2 Ireland