CRH 2004 AGM

CRH PLC
06 May 2004

CRH plc



Annual General Meeting held on Wednesday, 5th May 2004



All Resolutions proposed at the Annual General Meeting of the Company held on
5th May 2004 were duly passed, including the following items of special
business:

Resolution 6:

That the Directors be and they are hereby authorised, pursuant to Article 135(b)
of the Articles of Association of the Company, to exercise the powers contained
in the said Article so that the Directors may offer to the holders of Ordinary
Shares in the capital of the Company the right to elect to receive an allotment
of additional Ordinary Shares credited as fully paid instead of cash in respect
of all or part of any dividend or dividends falling to be declared or paid
during the period commencing on the date of adoption of this Resolution and
expiring on the date of the Annual General Meeting to be held in 2009 or such
part of such dividend or dividends as the Directors may determine.



Resolution 7:

That Article 14 of the Articles of Association of the Company be deleted and
replaced by the following new Article 14:-


                '14.     (a)     The Directors may at any time and in their
                absolute discretion, if they consider it to be in the interests
                of the Company to do so, give to any shareholder or shareholders
                a notice (hereinafter referred to as an 'Investigation Notice')
                requiring such shareholder or shareholders to notify the Company
                in writing within the prescribed period of full and accurate
                particulars of all or any of the following matters, namely:-

                        (i)     his interest in any shares in the Company;

                        (ii)     if his interest in the share does not consist
                        of the entire beneficial interest in it, the interests
                        of all persons having a beneficial interest in the share
                        (provided that one joint shareholder of a share shall
                        not be obliged to give particulars of interests of
                        persons in the share which arise only through another
                        joint shareholder of the Company); and

                        (iii)     any arrangement (whether legally binding or
                        not) entered into by him or any person having any
                        beneficial interest in the share whereby it has been
                        agreed or undertaken or the shareholder of such share
                        can be required to transfer the share or any interest
                        therein to any person (other than a joint shareholder of
                        the share) or to act in relation to any meeting of the
                        Company or of any class of shares of the Company in a
                        particular way or in accordance with the wishes or
                        directions of any other person (other than a person who
                        is a joint shareholder of such share).

                (b)     If, pursuant to an Investigation Notice, the person
                stated to own any beneficial interest in a share or the person
                in favour of whom any shareholder (or other person having any
                beneficial interest in the share) has entered into any
                arrangements referred to in paragraph (a)(iii) is a body
                corporate, trust, society or any other legal entity or
                association of individuals and/or entities, the Directors may in
                their absolute discretion give a further Investigation Notice to
                the shareholders of, and/or any person whom such shareholder has
                stated as having any beneficial interest in, such a share
                requiring them to notify the company in writing within the
                prescribed period of full and accurate particulars of the names
                and addresses of the individuals who control (whether directly
                or indirectly and through any number of vehicles, entities or
                arrangements) the beneficial ownership of all the shares,
                interests, units or other measure of ownership of such body
                corporate, trust, society or other entity or association
                wherever the same shall be incorporated, registered or domiciled
                or wherever such individuals shall reside provided that if at
                any stage of such chain of ownership the beneficial interest in
                any share shall be established to the satisfaction of the
                Directors to be in the ownership of any body corporate any of
                whose share capital is listed or dealt in on any bona fide stock
                exchange, unlisted securities market or over the counter
                securities market, it shall not be necessary to disclose details
                of the individuals ultimately controlling the beneficial
                interests in the shares of such body corporate.

                (c)     If at any time the Directors are satisfied that:

                        (i)      any member has been served with an
                        Investigation Notice, or

                        (ii)     any member, or any other person appearing to be
                        interested in shares held by such member has been served
                        with a notice under Section 81 of the 1990 Act (a
                        'Section 81 Notice'),

                and is in default for the prescribed period in supplying to the
                Company the information thereby required, or, in purported
                compliance with such a notice has made a statement which is
                false or inadequate, then the Directors may, in their absolute
                discretion at any time thereafter by notice (a
                'Disenfranchisement Notice') to such member direct that in
                respect of the shares in relation to which the default occurred
                (the 'Default Shares') (which expression shall include any
                further shares which are issued in respect of such shares) the
                member shall not be entitled to attend or to vote either
                personally or by proxy at a general meeting of the Company or a
                meeting of the holders of any class of shares of the Company or
                to exercise any other rights conferred by membership in relation
                to general meetings of the Company or meetings of the holders of
                any class of shares of the Company.

                (d)     Where the Default Shares represent at least five per
                cent of the issued shares of that class (or such other
                percentage as may be determined under the provisions of Section
                70 of the 1990 Act), then the Disenfranchisement Notice may
                additionally direct that:

                        (i)     any dividend (or part thereof) or other money
                        which would otherwise be payable in respect of the
                        Default Shares shall be retained by the Company without
                        any liability to pay interest thereon when such money is
                        finally paid to the member and/or

                        (ii)     no transfer of any shares held by such member
                        shall be registered unless;

                            a.     the member is not himself in default as
                            regards supplying the information required; and

                            b.     the transfer is part only of the member's
                            holding and when presented for registration is
                            accompanied by a certificate by the member in a form
                            satisfactory to the Directors to the effect that
                            after due and careful enquiry, the member is
                            satisfied that none of the shares, the subject of
                            the transfer, is a Default Share.

                (e)     The Company shall send to each other person appearing to
                be interested in the shares, the subject of any
                Disenfranchisement Notice, a copy of the Disenfranchisement
                Notice but the failure or omission by the Company to do so shall
                not invalidate such Disenfranchisement Notice.

                (f)     Save as herein provided, any Disenfranchisement Notice
                shall have effect in accordance with its terms for so long as
                the default in respect of which the Disenfranchisement Notice
                was issued continues and for a period of one week thereafter
                provided that the Directors may at the request of the member
                concerned reduce or waive such one week period if they think
                fit.

                (g)     Any Disenfranchisement Notice shall cease to have effect
                in relation to any shares which are transferred by such member
                by means of an approved transfer.

                (h)     For the purpose of this Article:

                        (i)     a person shall be treated as appearing to be
                        interested in any shares if the member holding such
                        shares has given to the Company a notification under the
                        said Section 81 or under the Investigation Notice which
                        either:

                            a.     names such person as being so interested; or

                            b.     fails to establish the identities of those
                            interested in the shares;

                        and (after taking into account the said notification and
                        any other relevant Section 81 notification) the Company
                        knows or has reasonable cause to believe that the person
                        in question is or may be interested in the Shares;

                        (ii)     in the case of both an Investigation Notice and
                        a Section 81 Notice, the prescribed period is
                        twenty-eight days from the date of service of the notice
                        except that if the Default Shares represent at least 5%
                        of the issued shares of that class, the prescribed
                        period is fourteen days from such date; and

                        (iii)     a transfer of shares is an approved transfer
                        if, but only if:

                            a.     it is a transfer of shares to an offeror by
                            way of or in pursuance of an acceptance of a
                            takeover offer; or

                            b.     the Directors are satisfied that the transfer
                            is made pursuant to a sale of the whole of the
                            beneficial ownership of the shares to a party
                            unconnected with the member and with other persons
                            appearing to be interested in such shares; or

                            c.     the transfer results from a sale made through
                            a recognised Stock Exchange.'

Resolution 8:

That the last sentence of Article 153 of the Articles of Association of the
Company be deleted and replaced by the following:-

'The Directors shall have power to purchase and maintain for or for the benefit
of any persons who are or were at any time Directors or Officers of the Company,
or who are or were at any time trustees of any pension fund in which employees
of the Company are interested insurance against any liability incurred by such
persons in respect of any act or omission when in the actual or purported
execution or discharge of their duties or in the exercise or purported exercise
of their powers or otherwise in relation to their duties, powers or offices in
relation to the Company or any pension fund of the Company and shall be entitled
to vote (and be counted in the quorum) in respect of any resolution concerning
the purchase of such insurance.'

Resolution 9:

That the Articles of Association of the Company be amended by inserting the
words 'Articles 8A, 8B, 11(d) and (e)' in place of the words 'Article 11(d) and
(e)' where they appear in Article 62 and by the insertion of the following new
Articles 8A and 8B immediately after Article 8:-


        '8A     Where the Company has been authorised by a special resolution
        passed in general meeting to make market purchases (as defined in
        Section 212 of the 1990 Act) of any of its own shares in accordance with
        this Article 8A, the Company and/or any of its subsidiaries may make
        such purchases on such terms and conditions and in such manner as the
        Directors of the Company or the particular subsidiary of the Company may
        from time to time determine but subject to the provisions of the 1990
        Act and to the following restrictions and provisions:-

                (a)          for the purposes of this Article and any special
                resolution which refers to it, and where the context so
                requires, an Ordinary Share of the Company shall include an
                Income Share;

                (b)           the maximum number of Ordinary Shares authorised
                to be acquired pursuant to the terms of any special resolution
                which refers to this Article shall be such number of Ordinary
                Shares whose aggregate nominal value shall equal 10 per cent of
                the aggregate nominal value of the issued Ordinary Shares of the
                Company as at the close of business on the date of the passing
                of such special resolution;

                (c)      the minimum price which may be paid for any Ordinary
                Share shall be the nominal value of such Ordinary Share;

                (d)     the maximum price which may be paid for any Ordinary
                Share (a 'Relevant Share') shall be an amount equal to 105 per
                cent of the average of the five amounts resulting from
                determining whichever of the following ((i), (ii) or (iii)
                specified below) in relation to the Relevant Shares of the same
                class as the Relevant Share shall be appropriate for each of the
                five business days immediately preceding the day on which the
                Relevant Share is purchased, as determined from the information
                published by or under the authority of The Irish Stock Exchange
                Limited reporting the business done on each of these five
                business days:

                        (i)      if there shall be more than one dealing
                        reported for the day, the average of the prices at which
                        such dealings took place; or

                        (ii)      if there shall be only one dealing reported
                        for the day, the price at which such dealing took place;
                        or

                        (iii)      if there shall not be any dealing reported
                        for the day, the average of the closing bid and offer
                        prices for the day;

                and if there shall be only a bid (but not an offer) or an offer
                (but not a bid) price reported, or if there shall not be any bid
                or offer price reported for any particular day then that day
                shall not count as one of the said five business days for the
                purposes of determining the maximum price. If the means of
                providing the foregoing information as to dealings and prices by
                reference to which the maximum price is to be determined is
                altered or is replaced by some other means, then a maximum price
                shall be determined on the basis of the equivalent information
                published by the relevant authority in relation to dealings on
                The Irish Stock Exchange Limited or its equivalent;

                (e)     if the London Stock Exchange plc is prescribed as a
                recognised stock exchange for the purposes of Section 212 of the
                1990 Act the authority conferred by any special resolution
                referring to this Article shall include authority to make market
                purchases of Relevant Shares on the London Stock Exchange plc
                provided that:-

                        (i)          any such purchase shall be subject to any
                        requirements of the laws of the United Kingdom of Great
                        Britain and Northern Ireland as shall apply thereto; and

                        (ii)      the maximum price which may be paid for any
                        Relevant Shares so purchased shall be determined in
                        accordance with sub-paragraph (d) above but deleting
                        from that paragraph the reference to The Irish Stock
                        Exchange Limited and inserting instead reference to the
                        London Stock Exchange plc and deleting from that
                        paragraph sub-paragraph (iii) thereof and the words
                        appearing after sub-paragraph (iii) and forming the rest
                        of the first sentence of sub-paragraph (d) and inserting
                        instead the following:-

                            (iii)      if there shall not be any dealing
                            reported for the day, the average of the prices
                            under the heading 'Quotation' in respect of that
                            share for the day and if there shall not be any
                            Quotation reported for any particular day then that
                            day shall not count as one of the said five business
                            days for the purposes of determining the maximum
                            price;

                        and deleting from the last line thereof the reference to
                        The Irish Stock Exchange Limited and inserting instead
                        reference to the London Stock Exchange plc.

        8B     Where the Company has been authorised by a special resolution
        passed in general meeting to re-issue treasury shares (as defined in
        Section 209 of the 1990 Act) in accordance with this Article 8B, the
        maximum and minimum prices at which any treasury shares may be re-issued
        off-market shall be as follows:-

                (a)      the maximum price shall be an amount equal to 120 per
                cent of the Appropriate Price; and

                (b)      the minimum price shall be an amount equal to 95 per
                cent of the Appropriate Price.

        'Appropriate Price' shall mean the average of the five amounts resulting
        from determining whichever of the following ((i), (ii) or (iii)
        specified below) in relation to shares of the class of which such
        treasury share is to be re-issued shall be appropriate in respect of
        each of the five business days immediately preceding the day on which
        the treasury share is re-issued, as determined from information
        published by or under the authority of The Irish Stock Exchange Limited
        reporting the business done on each of those five business days:-

                (i)      if there shall be more than one dealing reported for
                the day, the average of the prices at which such dealings took
                place; or

                (ii)      if there shall be only one dealing reported for the
                day, the price at which such dealing took place; or

                (iii)      if there shall not be any dealing reported for the
                day, the average of the closing bid and offer prices for the
                day;

        and if there shall be only a bid (but not an offer) or an offer (but not
        a bid) price reported, or if there shall not be any bid or offer price
        reported for any particular day then that day shall not count as one of
        the said five business days for the purposes of determining the
        Appropriate Price. If the means of providing the foregoing information
        as to dealings and prices by reference to which the Appropriate Price is
        to be determined is altered or is replaced by some other means, then the
        Appropriate Price shall be determined on the basis of the equivalent
        information published by the relevant authority in relation to dealings
        on The Irish Stock Exchange Limited or its equivalent.'



Resolution 10:

That subject to the passing of Resolution 9, the Company is authorised to
purchase Ordinary Shares on the market (as defined in Section 212 of the
Companies Act, 1990) in the manner provided for in Article 8A. This authority
shall expire at the close of business on the earlier of the date of the Annual
General Meeting in 2005 or 4th August 2005.

Resolution 11:

That subject to the passing of Resolution 9, the Company is authorised to
re-issue treasury shares (as defined in Section 209 of the Companies Act, 1990)
in the manner provided for in Article 8B. This authority shall expire at the
close of business on the earlier of the date of the Annual General Meeting in
2005 or 4th August 2005.

Enquiries:

Contact

Neil Colgan

Assistant Company Secretary

Ph.: [phone]


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