Exhibit 99.2

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

 

Name of entity              

  James Hardie Industries plc

 

ARBN  

  097 829 895

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

  Name of Director               

Louis GRIES

 

  Date of last notice                            

11 June 2014

 

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or indirect interest

 

  

Direct

 

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

 

  

Not applicable

 

Date of change   

 

17 September 2014

 

No. of securities held prior to change   

 493,248 ordinary shares/CUFS registered in the name of the Director (of which 5,910 are subject to a holding lock until 7 June 2015, 79,241 are in a holding lock until 18 March 2016 and 21,747 are in a holding lock until 6 June 2016).

 

Class   

Ordinary shares/CUFS

 

Number acquired   

23,761 ordinary shares/CUFS following vesting of Relative TSR Restricted Stock Units (Relative TSR RSUs).

 

Number disposed   

20,740 ordinary shares/CUFS sold

 

 

 

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1


Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

 

  

 Vesting of Relative TSR RSUs – Nil; and

 Sale of ordinary shares/CUFS issued pursuant to vesting of Relative TSR RSUs -$255,246.43.

 

No. of securities held after change   

Current relevant interest is:

 

 496,269 ordinary shares/CUFS registered in the name of the Director (of which 5,910 are subject to a holding lock until 7 June 2015, 79,241 are in a holding lock until 18 March 2016, 21,747 are in a holding lock until 6 June 2016 and 3,021 are in a holding lock until 17 September 2016).

 

 

 

+ See chapter 19 for defined terms.

 

Appendix 3Y Page 2       01/01/2011


Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Nature of change     

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

 

  

Two separate events:

 

 23,761 ordinary shares/CUFS issued pursuant to vesting of Relative TSR RSUs.

 

 The on-market sale of ordinary shares/CUFS issued pursuant to vesting of Relative TSR RSUs.

 

¡   The disposal of some of the shares is
   required to fund (i) US State and
   Federal withholding tax obligations
   (which are payable on vesting of
   RSUs) and (ii) sale costs;

¡   75% of the remaining shares were sold
   on-market on in compliance with the
   James Hardie stock accumulation
   policy; and

¡   25% of the remaining shares have
   been retained and are subject to a
   two-year holding lock in accordance
   with the James Hardie stock
   accumulation policy. Following the
   sale the shareholding of the Director is
   currently more than 150% of his
   Board-approved shareholding target.

 

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract

 

  

Not applicable

 

Nature of interest

 

  

Restricted Stock Units (RSUs) are contractual entitlements to issued ordinary shares/CUFS upon satisfaction of certain conditions.

 

Name of registered holder

(if issued securities)

 

   Not applicable

 

 

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3


Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Date of change

 

  

Two separate events

 16 September 2014 (US time) – Grant of RSUs

 17 September 2014 – Vesting and cancellation of RSUs

 

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

 

  

 1,455,866 Relative TSR RSUs; and

 563,309 ROCE RSUs.

Interest acquired

 

  

Two separate grants of RSUs, as part of the FY2015 long-term incentive to the CEO pursuant to the 2006 Plan, approved by shareholders at the 2014 Annual General Meeting:

 

 260,346 Relative TSR RSUs. These RSUs are subject to a TSR based hurdle measured over a performance period of 3 to 4.5 years from the grant date; and

 232,980 ROCE RSUs. These RSUs are subject to a ROCE hurdle based on the company’s average ROCE performance in FY2015-2017 and the Remuneration Committee’s exercise of negative discretion three years from the grant date.

 

Interest disposed

 

  

23,761 Relative TSR RSUs vested on 17 September 2014.

 

127,292 Relative TSR RSUs were cancelled on 17 September 2014 as the performance conditions for vesting were not met upon the final re-test.

 

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

 

   No cash consideration was paid to exercise the RSUs.
Interest after change   

Current interests in contracts:

 

 1,565,159 Relative TSR RSUs; and

 796,289 ROCE RSUs.

 

Part 3 – +Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?

 

   No

If so, was prior written clearance provided to allow the trade to proceed during this period?

 

   Not applicable

 

 

+ See chapter 19 for defined terms.

 

Appendix 3Y Page 4       01/01/2011


Appendix 3Y

Change of Director’s Interest Notice

 

 

 

If prior written clearance was provided, on what date was this provided?

 

   Not applicable

 

 

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 5