Report
Expert Corporate Governance Service (ECGS)
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CRH - 09 February 2021

Items 1-3: Migration from CREST to Euroclear

As other Irish companies, CRH called this EGM to approve resolutions regarding the migration of uncertificated shares from CREST to Euroclear System to ensure continued electronic settlement of shares traded on Euronext Dublin and the London Stock Exchange. In the result of Brexit, all Irish issuers who currently use CREST, one of the world’s largest and most technically advanced settlement systems, will need to move to a new settlement system which is authorised by an EU Member State.

ECGS recommends the approval of the proposed proposals since Euroclear is the only available alternative for CREST. The absence of an electronic settlement would cease the Company’s tradings on Euronext Dublin and the London Stock Exchange. Finally, if the proposals are not approved, the Company should re-issue paper shares. All these consequences would materially affect the interest of investors and the Company’s value.

Items 4-6: Simplification of CRH’s share capital by the surrender and cancellation of the Income Shares

CRH's capital is divided into 5% Cumulative Preference Shares, 7% “A” Cumulative Preference Shares, Ordinary Shares and Income Shares. The Income Shares are unlisted shares without voting rights issued in 1988 for tax purpose. ECGS strongly believes in "one share - one vote principle" and support the proposed share capital simplification.

Underlying
CRH Plc

CRH is a diversified international building materials company. Co. is engaged in the manufacture and distribution of a range of building materials products from the fundamentals of heavy materials and elements to construct the frame, through value-added products that complete the building envelope, to distribution channels which service construction fit-out and renewal. Co. operates seven operating segments: Europe Heavyside, Europe Lightside, Europe Distribution, Americas Materials, Americas Products, Americas Distribution and Asia.

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Proxinvest

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Expert Corporate Governance Service (ECGS)

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