James Hardie Industries PLC

This non‑binding proposal asks shareholders to indicate whether the Company should hold advisory Say‑on‑Pay votes annually, every two years, or every three years. The Board recommends an annual vote and explains that because executive compensation disclosure is provided yearly, an annual advisory vote offers more timely feedback and accountability. The outcome is advisory: the alternative (one, two or three years) receiving a majority of votes cast will be treated as the shareholders’ recommended frequency; if no majority, the option with the most votes will be considered the recommended frequency. Management emphasizes responsiveness to investor input while retaining flexibility to act in shareholders’ best interests despite the advisory result. Broker non‑votes and abstentions are not counted as votes cast for this resolution. The choice affects how often shareholders formally express views on compensation but does not change the underlying Say‑on‑Pay rules or executive pay programs. Given the recent engagement and compensation redesign described elsewhere in the proxy, an annual vote would allow shareholders to give more frequent input on those evolving arrangements. The Board signals it will consider the outcome in future compensation decisions but notes the advisory nature means it may decide a different cadence is appropriate if warranted.

This advisory (non‑binding) proposal asks shareholders to approve the compensation reported for the named executive officers for FY2026, including the CD&A and compensation tables. Management supports the proposal, arguing the FY26 packages balanced pay‑for‑performance, used significant at‑risk incentives, and that the People & Compensation Committee exercised negative discretion where appropriate to align payouts with expectations. The FY25 remuneration report previously failed to receive shareholder approval, prompting extensive shareholder engagement and a redesign of FY27 compensation; this Say‑on‑Pay vote is therefore situated in that period of active investor outreach and program change. A 'for' vote signals shareholder acceptance of management’s compensation decisions for FY26 and the Committee’s subsequent actions; a 'against' vote would be a signal of continued investor concern. Although advisory, the Board will consider the vote result when setting future pay policies. The Company highlights changes implemented for FY27 (simplified metrics, reduced maximums, increased equity settlement) as evidence of responsiveness to investor feedback. Overall, the vote is primarily a governance feedback mechanism rather than a binding change to pay arrangements.

This binding management proposal requests shareholder approval under ASX Listing Rule 10.14 for the CEO’s FY27 long‑term incentive award, comprising PRSUs (performance RSUs), time‑vesting RSUs and stock options, structured as 60% PRSUs, 25% RSUs and 15% options (by target value). Management seeks approval because awards to a director require shareholder authorization under applicable listing rules; approval allows the Company to grant the award consistent with the FY27 LTI redesign. The FY27 structure was revised after broad shareholder engagement following a disappointing FY25 remuneration vote and is intended to: focus metrics on Adjusted EBITDA growth, Relative TSR and Adjusted ROIC; reduce maximum payout caps; eliminate cash‑settled Scorecard awards; and add options to align with absolute share price appreciation. The committee calculated target and maximum award amounts and included limits and vesting schedules in the proxy; awards vest subject to multi‑year performance measures and continued service, with clawback and adjustment provisions. The Board (other than the CEO) recommends approval as part of the Company’s effort to align executive incentives with long‑term shareholder value while retaining competitive compensation to attract and retain the CEO. If shareholders reject the proposal, the Company will reconsider alternative arrangements to incentivize and retain the CEO, which may have different governance or market implications. The proposal therefore implicates governance (shareholder approval requirements), compensation design, and post‑acquisition integration objectives.

This management proposal seeks shareholder approval to permit a newly elected non‑executive director, Rob Sindel, to receive shares (or CDIs) under the existing Non‑Executive Director Equity Plan. The NED Equity Plan enables directors to receive a portion of their fees in equity to promote share ownership, alignment with shareholders and retention; the Administrator determines allocations and the number of shares is derived from fee amounts and a VWAP calculation. ASX Listing Rule 10.14 requires shareholder approval for issuing securities to directors, and the resolution is conditional on Mr. Sindel’s election. The Board says approving the issue will allow Mr. Sindel to participate on the same basis as other NEDs and supports the policy of equity‑based director compensation. The proxy notes the Board has adopted a 5x accumulation guideline and that any tax equalization or country‑specific payments required to avoid tax hardship for non‑Irish residents are considered separately. If shareholders do not approve, the director would instead be paid fees in cash; approval gives management flexibility to maintain a consistent compensation approach across the Board. The Board excludes votes by directors and associates with an interest and provides standard voting‑exclusion language under ASX rules.

This management proposal asks shareholders to raise the cap on total annual fees payable to non‑executive directors by $700,000 (from $3.8M to $4.5M). The Board justifies the request on multiple grounds: board responsibilities and workload have increased post‑acquisition and with additional regulatory obligations from being a NYSE‑listed company; inflation and market movement in director pay since 2019; tax equalization payments for directors resident outside Ireland (which can be sizable and unpredictable); and the need for headroom to recruit and retain high‑quality directors and to accommodate potential increases in Board size and committee workload. The proposal is a maximum cap (not an obligation to pay the full amount) and is intended to preserve flexibility for future succession and governance needs. Because many directors could be affected by the outcome and some may accrue tax equalization payments, the directors do not make a recommendation. Passing the proposal allows the Company to pay higher aggregate fees if required; rejecting it could constrain recruitment or require restructuring of director compensation. The resolution is approved by simple majority under ordinary resolution rules and contains customary ASX voting‑exclusion provisions.

This advisory resolution asks shareholders to receive and consider the Company’s Irish statutory consolidated financial statements and the accompanying Board and auditor reports for the fiscal year ended March 31, 2026. The proxy explains that James Hardie files U.S. GAAP consolidated financials with the SEC and also prepares Irish Statutory Accounts that will be laid before the AGM; Proposal 7 concerns those Irish statutory accounts. Receiving the reports is an opportunity for shareholder review and discussion but is non‑binding and does not itself approve the accounts for regulatory purposes beyond the AGM mechanics described. Management recommends voting 'for' as a routine governance matter and because the reports have been prepared and audited in accordance with applicable standards. The item also provides context for why two sets of financial statements exist (U.S. GAAP Form 10‑K and Irish Statutory Accounts). While non‑binding, the receipt of the reports gives shareholders a forum to question management and the auditor at the meeting and to voice concerns about financial reporting or audit matters.

This special resolution would amend the Articles to remove the explicit exclusion of the Chief Executive Officer from the existing classified Board provisions, thereby applying the three‑class staggered director structure consistently to all directors including the CEO. The amendment also authorizes the Directors, by majority vote, to designate which class a director serving as CEO will belong to and clarifies that the three‑year re‑election timing for a CEO‑Director runs from the date of that class designation. Management argues the change better aligns the Company’s governance with U.S. public company practices and provides consistency across director categories; it does not otherwise change the classified Board structure or re‑election mechanics. Because this is a special resolution under Irish law, it requires at least 75% of votes cast to pass. The amendment will affect the timing of the CEO’s re‑election and may modestly increase Board accountability via more frequent re‑election cycles if the Board assigns the CEO to a nearer class. Shareholders are provided the full amended Articles (Annex A) for review; the Board recommends a vote 'for' the amendment.