CRH Finance Limited (incorporated with limited liability in Ireland with registered number 50074) CRH Finance (U.K.) plc (incorporated with limited liability in England and Wales with registered number 2153217) CRH Finance B.V. (incorporated with limited liability in The Netherlands with registered number 27305565) ¤5,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by CRH plc (incorporated with limited liability in Ireland with registered number 12965) Under this ¤5,000,000,000 Euro Medium Term Note Programme (the Programme), CRH Finance Limited (an Issuer or CRH Finance), CRH Finance (U.K.) plc (an Issuer or CRH Finance UK) and CRH Finance B.V. (an Issuer or CRH Finance BV and together with CRH Finance and CRH Finance (U.K.) plc, the Issuers) may from time to time issue notes (the Notes) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by CRH plc (the Guarantor or CRH). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed ¤5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the relevant Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. The Base Prospectus has been approved by the Central Bank of Ireland (the Central Bank) as competent authority under Directive 2003/71/EC (the Prospectus Directive). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application will be made to the Irish Stock Exchange for the Notes issued under the Programme within 12 months of this Base Prospectus to be admitted to the official list (the Official List) and trading on its regulated market (the Market). The 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 Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. Application may be made to list Swiss Notes issued under the Programme on the SIX Swiss Exchange AG (the SIX Swiss Exchange). The Central Bank is not the competent authority to approve this document in relation to the Swiss Notes (as defined herein). Notes which are neither listed nor admitted to trading may also be issued. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the Irish Stock Exchange will be filed with the Central Bank or, in respect of Notes to be listed on the SIX Swiss Exchange, will be filed with the SIX Swiss Exchange. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer and the Guarantor and the relevant Dealer. The relevant Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Issuer and the Guarantor may agree with any Dealer and the Trustee (as defined herein) that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplemental Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Arranger The Royal Bank of Scotland Dealers BofA Merrill Lynch Bank of China BNP PARIBAS Citigroup Commerzbank Danske Bank HSBC ING Commercial Banking J.P. Morgan Lloyds Bank Société Générale The Royal Bank of Scotland Corporate & Investment Banking UBS Investment Bank Base Prospectus dated 29 June 2012. Level: 4 – From: 4 – Friday, June 29, 2012 – 12:46 – mark – 4437 Intro : 4437 This Base Prospectus comprises a base prospectus in relation to each Issuer for the purposes of the Prospectus Directive as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area). CRH Finance accepts responsibility for the information contained in this Base Prospectus with the exception of the information in the sections entitled “Description of CRH Finance (U.K.) plc”, “Description of CRH Finance B.V.” and any other information in respect of CRH Finance UK or CRH Finance BV. To the best of the knowledge of CRH Finance (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus in respect of which it accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. CRH Finance UK accepts responsibility for the information contained in this Base Prospectus with the exception of the information in the sections entitled "Description of CRH Finance Limited", “Description of CRH Finance B.V.” and any other information in respect of CRH Finance or CRH Finance BV. To the best of the knowledge of CRH Finance UK (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus in respect of which it accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. CRH Finance BV accepts responsibility for the information contained in this Base Prospectus with the exception of the information in the sections entitled “Description of CRH Finance Limited”, “Description of CRH Finance (U.K.) plc” and any other information in respect of CRH Finance UK or CRH Finance. To the best of the knowledge of CRH Finance BV (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus in respect of which it accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. CRH plc accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge of CRH plc (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of Final Terms will be available from the registered office of the relevant Issuer and the specified office set out below of each of the Paying Agents (as defined below). This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Base Prospectus shall be read and construed on the basis that such documents are incorporated in and form part of this Base Prospectus. Neither the Dealers nor the Trustee have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by either Issuer or the Guarantor in connection with the Programme. None of the Dealers or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by either Issuer or the Guarantor in connection with the Programme. Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers, as the case may be. No person is or has been authorised by either Issuer, the Guarantor or the Trustee to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes 2 Level: 4 – From: 4 – Friday, June 29, 2012 – 12:46 – mark – 4437 Intro : 4437 and, if given or made, such information or representation must not be relied upon as having been authorised by any Issuer, the Guarantor, any of the Dealers or the Trustee. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by any Issuer, the Guarantor, any of the Dealers or the Trustee that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes.