Annual General Meeting
8 August 2017
Exhibit 99.1
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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Management Presentation contains forward-looking statements. James Hardie Industries plc (the “company”) may from time to time make forward-looking statements in its
periodic reports filed with or furnished to the Securities and Exchange Commission, on Forms 20-F and 6-K, in its annual reports to shareholders, in offering circulars, invitation
memoranda and prospectuses, in media releases and other written materials and in oral statements made by the company’s officers, directors or employees to analysts, institutional
investors, existing and potential lenders, representatives of the media and others. Statements that are not historical facts are forward-looking statements and such forward-looking
statements are statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Examples of forward-looking statements include:
• statements about the company’s future performance;
• projections of the company’s results of operations or financial condition;
• statements regarding the company’s plans, objectives or goals, including those relating to strategies, initiatives, competition, acquisitions, dispositions and/or its products;
• expectations concerning the costs associated with the suspension or closure of operations at any of the company’s plants and future plans with respect to any such plants;
• expectations concerning the costs associated with the significant capital expenditure projects at any of the company’s plants and future plans with respect to any such projects;
• expectations regarding the extension or renewal of the company’s credit facilities including changes to terms, covenants or ratios;
• expectations concerning dividend payments and share buy-backs;
• statements concerning the company’s corporate and tax domiciles and structures and potential changes to them, including potential tax charges;
• statements regarding tax liabilities and related audits, reviews and proceedings;
• statements regarding the possible consequences and/or potential outcome of legal proceedings brought against us and the potential liabilities, if any, associated with such
proceedings;
• expectations about the timing and amount of contributions to Asbestos Injuries Compensation Fund (AICF), a special purpose fund for the compensation of proven Australian
asbestos-related personal injury and death claims;
• expectations concerning the adequacy of the company’s warranty provisions and estimates for future warranty-related costs;
• statements regarding the company’s ability to manage legal and regulatory matters (including but not limited to product liability, environmental, intellectual property and
competition law matters) and to resolve any such pending legal and regulatory matters within current estimates and in anticipation of certain third-party recoveries; and
• statements about economic conditions, such as changes in the US economic or housing market conditions or changes in the market conditions in the Asia Pacific region, the
levels of new home construction and home renovations, unemployment levels, changes in consumer income, changes or stability in housing values, the availability of
mortgages and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates, and
builder and consumer confidence.
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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
(continued)
Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “aim,” “will,” “should,” “likely,” “continue,” “may,”
“objective,” “outlook” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Readers are
cautioned not to place undue reliance on these forward-looking statements and all such forward-looking statements are qualified in their entirety by reference to the following
cautionary statements.
Forward-looking statements are based on the company’s current expectations, estimates and assumptions and because forward-looking statements address future results, events
and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the company’s control. Such known and unknown
risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements
expressed, projected or implied by these forward-looking statements. These factors, some of which are discussed under “Risk Factors” in Section 3 of the Form 20-F filed with the
Securities and Exchange Commission on 18 May 2017, include, but are not limited to: all matters relating to or arising out of the prior manufacture of products that contained asbestos
by current and former company subsidiaries; required contributions to AICF, any shortfall in AICF and the effect of currency exchange rate movements on the amount recorded in the
company’s financial statements as an asbestos liability; governmental loan facility to AICF; compliance with and changes in tax laws and treatments; competition and product pricing
in the markets in which the company operates; the consequences of product failures or defects; exposure to environmental, asbestos, putative consumer class action or other legal
proceedings; general economic and market conditions; the supply and cost of raw materials; possible increases in competition and the potential that competitors could copy the
company’s products; reliance on a small number of customers; a customer’s inability to pay; compliance with and changes in environmental and health and safety laws; risks of
conducting business internationally; compliance with and changes in laws and regulations; currency exchange risks; dependence on customer preference and the concentration of
the company’s customer base on large format retail customers, distributors and dealers; dependence on residential and commercial construction markets; the effect of adverse
changes in climate or weather patterns; possible inability to renew credit facilities on terms favorable to the company, or at all; acquisition or sale of businesses and business
segments; changes in the company’s key management personnel; inherent limitations on internal controls; use of accounting estimates; and all other risks identified in the company’s
reports filed with Australian, Irish and US securities regulatory agencies and exchanges (as appropriate). The company cautions you that the foregoing list of factors is not exhaustive
and that other risks and uncertainties may cause actual results to differ materially from those referenced in the company’s forward-looking statements. Forward-looking statements
speak only as of the date they are made and are statements of the company’s current expectations concerning future results, events and conditions. The company assumes no
obligation to update any forward-looking statements or information except as required by law.
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Annual General Meeting
8 August 2017
Chairman’s Address – Michael Hammes
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Annual General Meeting
8 August 2017
Items of Business*
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*Shareholders should refer to the 2017 Notice of Annual General Meeting for the full text and background to each resolution set forth in the presentation
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RESOLUTION 1:
Financial Statements and Reports for Fiscal
Year 2017
• To receive and consider the financial statements and the
reports of the Board and external auditor for the fiscal
year ended 31 March 2017
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RESOLUTION 1:
Financial Statements and Reports for Fiscal
Year 2017
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PROXY RESULTS: Votes %*
For 360,338,619 99.83
Against 498,888 0.14
Open 108,452 0.03
Abstain 2,808,943 N/A
Excluded 0 N/A
* Percentages have been rounded
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RESOLUTION 2:
Remuneration Report for Fiscal Year 2017
• To receive and consider the Remuneration Report of the
Company for the fiscal year ended 31 March 2017
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RESOLUTION 2:
Remuneration Report for Fiscal Year 2017
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PROXY RESULTS: Votes %*
For 302,469,868 84.50
Against 55,378,663 15.47
Open 108,452 0.03
Abstain 5,797,919 N/A
Excluded 0 N/A
* Percentages have been rounded
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RESOLUTION 3:
Election/Re-election of Directors
a. That Steven Simms be elected as a director
b. That Brian Anderson, who retires by rotation in accordance
with the Constitution, be re-elected as a director
c. That Russell Chenu, who retires by rotation in accordance
with the Constitution, be re-elected as a director
d. That Rudolf van der Meer, who retires by rotation in
accordance with the Constitution, be re-elected as a director
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RESOLUTION 3(a):
Election of Director – Steven Simms
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PROXY RESULTS: Votes %*
For 362,514,246 99.95
Against 63,283 0.02
Open 105,952 0.03
Abstain 1,071,421 N/A
Excluded 0 N/A
* Percentages have been rounded
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RESOLUTION 3(b):
Re-election of Director – Brian Anderson
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PROXY RESULTS: Votes %*
For 361,456,609 99.66
Against 1,111,976 0.31
Open 105,952 0.03
Abstain 1,080,365 N/A
Excluded 0 N/A
* Percentages have been rounded
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RESOLUTION 3(c):
Re-election of Director – Russell Chenu
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PROXY RESULTS: Votes %*
For 355,762,888 98.12
Against 6,710,698 1.85
Open 105,952 0.03
Abstain 1,175,364 N/A
Excluded 0 N/A
* Percentages have been rounded
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RESOLUTION 3(d):
Re-election of Director - Rudolf van der Meer
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PROXY RESULTS: Votes %*
For 360,019,520 99.27
Against 2,542,439 0.70
Open 105,952 0.03
Abstain 1,086,991 N/A
Excluded 0 N/A
* Percentages have been rounded
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RESOLUTION 4:
Authority to Fix the External Auditor’s
Remuneration
• That the Board be authorised to fix the remuneration of
the external auditor for the fiscal year ended 31 March
2018
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RESOLUTION 4:
Authority to Fix the External Auditor’s
Remuneration
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PROXY RESULTS: Votes %*
For 361,958,720 99.94
Against 113,938 0.03
Open 108,452 0.03
Abstain 1,573,792 N/A
Excluded 0 N/A
* Percentages have been rounded
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RESOLUTION 5:
Increase Non-Executive Director Fee Pool
• That approval is given to increase the maximum
remuneration payable to non-executive directors by
US$500,000 per annum, from the current maximum
aggregate amount of US$2.3million per annum to an
increased maximum aggregate amount of US$2.8million
per annum
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RESOLUTION 5:
Increase Non-Executive Director Fee Pool
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PROXY RESULTS: Votes %*
For 360,670,237 99.74
Against 845,086 0.23
Open 105,952 0.03
Abstain 1,535,942 N/A
Excluded 597,685 N/A
* Percentages have been rounded
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RESOLUTION 6:
Grant of Return on Capital Employed
Restricted Stock Units
• Approve the grant of Return on Capital Employed
(ROCE) Restricted Stock Units (RSUs) under the 2006
Long Term Incentive Plan to James Hardie’s Chief
Executive Officer, Louis Gries
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RESOLUTION 6:
Grant of Return on Capital Employed
Restricted Stock Units
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PROXY RESULTS: Votes %*
For 334,074,794 92.33
Against 27,648,043 7.64
Open 105,952 0.03
Abstain 1,522,075 N/A
Excluded 404,038 N/A
* Percentages have been rounded
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RESOLUTION 7:
Grant of Relative Total Shareholder Return
RSUs
• Approve the grant of Relative Total Shareholder Return
(TSR) RSUs to James Hardie’s Chief Executive Officer,
Louis Gries
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RESOLUTION 7:
Grant of Relative Total Shareholder Return
RSUs
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PROXY RESULTS: Votes %*
For 333,775,634 92.25
Against 27,938,513 7.72
Open 105,952 0.03
Abstain 1,530,765 N/A
Excluded 404,038 N/A
* Percentages have been rounded
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Other Items of Business
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Annual General Meeting
8 August 2017