## Regulatory Information 

This section contains information which is required to be provided for regulatory purposes. 

## 2009 Corporate Governance Regulations: 

For the purpose of Statutory Instrument 450/2009 European Communities (Directive 2006/46) Regulations 2009, as amended by Statutory Instrument 83/2010 European Communities (Directive 2006/46/EC) (Amendment) Regulations 2010, the Corporate Governance report on pages 38 to 53 is deemed to be incorporated in this part of the Directors’ Report. Details of the Company’s employee shares schemes and capital structure can be found in notes 8 and 29 to the financial statements on pages 88 and 89 and 113 and 114 respectively. 

## 2006 Takeover Regulations: 

For the purpose of Regulation 21 of Statutory Instrument 255/2006 European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006, the rules relating to the appointment and replacement of Directors are summarised in the section on “Board of Directors” in this Report on page 69 and in the following sections of the Corporate Governance Report: “Membership of the Board” on page 40, “Directors’ retirement and re-election” on page 42 and “Memorandum and Articles of Association” on page 53. The Company’s Memorandum and Articles of Association, which are available on the CRH website, are deemed to be incorporated in this part of the Directors’ Report. The Group has certain banking facilities and bond issues outstanding which may require repayment in the event that a change in control occurs with respect to the Company. In addition, the Company’s share option schemes and Performance Share Plan contain change of control provisions which can allow for the acceleration of the exercisability of share options and the vesting of share awards in the event that a change of control occurs with respect to the Company. 

## 2007 Transparency Regulations: 

For the purpose of Statutory Instrument 277/2007 Transparency (Directive 2004/109/ EC) Regulations 2007, the report on Corporate Social Responsibility as published on the CRH website is deemed to be incorporated in this part of the Directors’ Report, together with the following sections of this Annual Report: the Chairman’s Statement on pages 8 and 9, the Chief Executive’s review on pages 13 to 15, the Finance Review on pages 17 to 19, the Operations Reviews on pages 24 to 35, the details of earnings per Ordinary Share in note 13 to the consolidated financial statements, details of derivative financial instruments in note 25, the details of the re-issue of Treasury Shares in note 29 and details of employees in note 6. 

Meeting. If approved, the minimum price which may be paid for shares purchased by the Company shall not be less than the nominal value of the shares and the maximum price will be 105% of the higher of the last independent trade in the Company’s shares (or current independent bid, if higher) and the average market price of such shares over the preceding five days. A special resolution will also be proposed for the purpose of setting the maximum and minimum prices at which Treasury Shares (effectively shares purchased and not cancelled) may be re-issued off-market by the Company. If granted, both of these authorities will expire on the earlier of the date of the Annual General Meeting in 2014 or 7 August 2014. 

As at 25 February 2013, options to subscribe for a total of 24,332,209 Ordinary/Income Shares are outstanding, representing 3.35% of the issued Ordinary/lncome share capital (excluding Treasury Shares). If the authority to purchase Ordinary/ Income Shares was used in full, the options would represent 3.72% of the remaining shares in issue. 

The Directors do not have any current intention of exercising the power to purchase the Company’s own shares and will only do so if they consider it to be in the best interests of the Company and its shareholders. 

## Annual General Meeting 

Your attention is drawn to the Notice of Meeting set out on pages 138 and 139. 

Your Directors believe that the resolutions to be proposed at the Meeting are in the best interests of the Company and its shareholders as a whole and, therefore, recommend you to vote in favour of the resolutions. Your Directors intend to vote in favour of the resolutions in respect of their own beneficial holdings of Ordinary Shares, amounting in total, on 25 February 2013, to 614,546 Ordinary Shares, representing approximately 0.09% of the issued Ordinary share capital of your Company. 

## Subsidiary, Joint Venture and Associated Undertakings 

The Group has over 1,000 subsidiary, joint venture and associated undertakings. The principal ones as at 31 December 2012 are listed on pages 128 to 135. 

## Statement of Directors’ Responsibilities 

The Directors, whose names are listed on pages 36 and 37, are responsible for preparing the Annual Report and Financial Statements in accordance with applicable laws and regulations. 

Company law in the Republic of Ireland requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Parent Company and of the Group and of the profit or loss of the Group for that period (consolidated financial statements). 

In preparing the consolidated financial statements, the Directors are required to: 

– select suitable accounting policies and then apply them consistently; 

– make judgements and estimates that are reasonable and prudent; 

– comply with applicable International Financial Reporting Standards as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; and 

– prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. 

The Directors are also required by the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules of the Central Bank of Ireland to include a management report containing a fair review of the business and a description of the principal risks and uncertainties facing the Group. 

The Directors confirm that they have complied with the above requirements in preparing the 2012 Annual Report and consolidated financial statements. 

The considerations set out above for the Group are also required to be addressed by the Directors in preparing the financial statements of the Parent Company (which are set out on pages 118 to 121, in respect of which the applicable accounting standards are those which are generally accepted in the Republic of Ireland. 

The Directors have elected to prepare the Parent Company’s Financial Statements in accordance with Generally Accepted Accounting Practice in Ireland (Irish GAAP) comprising the financial reporting standards issued by the Accounting Standards Board and promulgated by the Institute of Chartered Accountants in Ireland, together with the Companies Acts, 1963 to 2012. 

The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Parent Company and which enable them to ensure that the consolidated financial statements are prepared in accordance with applicable International Financial Reporting Standards as adopted by the European Union and comply with the provisions of the Companies Acts, 1963 to 2012 and Article 4 of the IAS Regulation. 

The Directors have appointed appropriate accounting personnel, including a professionally qualified Finance Director, in order to ensure that those requirements are met. The books and accounting records of the Company are maintained at the principal executive offices located at Belgard Castle, Clondalkin, Dublin 22. 

The Directors are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 

On behalf of the Board, N. Hartery, M. Lee, Directors 25 February 2013 

