Proxy Solicitation & Information Statement • Dec 19, 2025
Proxy Solicitation & Information Statement
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Greencore Group plc (the 'Company') would like to inform you that the Annual General Meeting (the 'AGM') of the Company will be held at the Maldron Hotel Dublin Airport, Dublin Airport, Co. Dublin, K67 T6P6, Ireland on Thursday, 29 January 2026 at 09.30 a.m. (Irish time).
This card is for the purposes of registration and accreditation when attending the AGM. Every holder of Ordinary Shares has the right to attend, speak, ask questions and vote at the AGM in-person.
Shareholder Reference Number

www.eproxyappointment.com
You will be asked to enter the Control Number, SRN and PIN shown opposite and agree to certain terms and conditions.
Control Number: 921150
ŠRN:
PIN:

Resolutions to be voted on at the AGM are set out overleaf and in the Notice of AGM of the Company dated 19 December 2025.
To view the 2025 Annual Report and Financial Statements and the Notice of AGM, log on to www.greencore.com.
To submit a question in advance of the AGM, send an email to [email protected] or write to the Group General Counsel and Company Secretary at the registered office of the Company.
To be effective, all votes must be lodged by 09.30 a.m. (Irish time) on Tuesday, 27 January 2026 either (1) via the website www.eproxyappointment.com; (2) at the office of the Company's Registrar at Computershare Investor Services (Ireland) Limited, P.O. Box 13030, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland; or (3) at the registered office of the Company.
must contact the Company's Registrar by sending an email to [email protected].
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and the Company's Registrar, Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.
| All Holders | ||
|---|---|---|
| Resolutions | niy if a P For |
IIEO Abstain |
For | Against | Abstain | |||
|---|---|---|---|---|---|---|---|---|
| Following a review of the Company's affairs, to receive and consider the financial statements and reports. | 5. | To receive and consider the 2026 Remuneration Policy. | ||||||
| To declare and pay a final dividend of 2.60 pence per Ordinary Share for the year ended 26 September 2025. | 6. | To consider the continuation of Deloitte Ireland LLP as auditor. | ||||||
| 3. To re-appoint the following Directors: | 7. | To authorise the Directors to fix the auditor's remuneration. | ||||||
| 3.(a) Leslie Van de Walle | 8. | To authorise the convening of an extraordinary general meeting with at least fourteen clear days' notice. | ||||||
| 3.(b) Dalton Philips | 9. | To authorise the Directors to allot shares. | ||||||
| 3.(c) Catherine Gubbins | 10. | To dis-apply statutory pre-emption rights in certain circumstances (relating to rights issues or other issues up to a limit of 10% of | ||||||
| 3.(d) Linda Hickey | 11. | issued share capital (excluding treasury shares)). To dis-apply pre-emption rights in certain circumstances (relating | $\overline{\Box}$ | $\overline{\Box}$ | $\overline{\Box}$ | |||
| 3.(e) Alastair Murray | - | to acquisitions or other capital investments up to a limit of 10% of issued share capital (excluding treasury shares)). | _ _ _ | |||||
| 3.(f) Anne O'Leary | To authorise the Company to make market purchases of the Company's shares. | |||||||
| 3.(g) Helen Rose | 13. | To authorise the price range for the re-issue of treasury shares off-market. | ||||||
| 3.(h) Harshitkumar (Hetal) Shah | 14. | To adopt the amended 2023 Performance Share Plan. | ||||||
| 4. To receive and consider the Annual Report on Remuneration. | Sig | nature | ||||||
| Form of Proxy | ||||||||
| You can also instruct your proxy not to vote on a resolution b I/We, being a shareholder/shareholders of Greencore the Chair of the AGM, with full power of substitution, C | Group plo | c hereby | appoint | 1 | .:.O' | |||
| X | ||||||||
| *** Please leave this box blank if you are appointing a proxy in res number of shares in relation to which they are authorised to act. **** For the appointment of more than one proxy, please refer to E I/We would like my/our proxy to vote on the resolutions fit or abstain in relation to any business of the meeting |
Explanatory s proposed |
Notes 2 ar | nd 3 (see fror | nt). | ||||
| Resolutions | For | Against | Abstain | lr | To reach a and consider the 2004 Demonstration | For | Against | Abstain |
| Following a review of the Company's affairs, to receive and consider the financial statements and reports. | 5. | To receive and consider the 2026 Remuneration Policy. | Ш | |||||
| 2. To declare and pay a final dividend of 2.60 pence per Ordinary Share for the year ended 26 September 2025. | 6. | To consider the continuation of Deloitte Ireland LLP as auditor. | ||||||
| 3. To re-appoint the following Directors: | 7. | To authorise the Directors to fix the auditor's remuneration. | ||||||
| 3.(a) Leslie Van de Walle | 8. | To authorise the convening of an extraordinary general meeting with at least fourteen clear days' notice. | ||||||
| 3.(b) Dalton Philips | 9. | To authorise the Directors to allot shares. | П | П | П | |||
| 3.(c) Catherine Gubbins | 10. | To dis-apply statutory pre-emption rights in certain | $\overline{\Box}$ | 一 | 一 | |||
| 3.(d) Linda Hickey | circumstances (relating to rights issues or other issues up to a limit of 10% of issued share capital (excluding treasury shares)). | |||||||
| 3.(e) Alastair Murray | 11. | To dis-apply pre-emption rights in certain | $\Box$ | $\Box$ | $\overline{\Box}$ | |||
| 3.(f) Anne O'Leary | circumstances (relating to acquisitions or other capital investments up to a limit of 10% of issued share capital (excluding treasury shares)). | ш | ||||||
| 3.(g) Helen Rose | 12. | To authorise the Company to make market purchases | $\Box$ | $\Box$ | $\overline{\Box}$ | |||
| 3.(h) Harshitkumar (Hetal) Shah | 13. | of the Company's shares. To authorise the price range for the re-issue of treasury | 一一 | 一 | 一 | |||
| To receive and consider the Annual Report on Remuneration. | 14. | shares off-market. To adopt the amended 2023 Performance Share Plan. | 븕 | 븕 | 븕 | |||
| Signature | Date | _ | _ | |||||
| Orginaturo | 1 | In the case of a corporation, this proxy must be | e given ur | nder its co | ommon | |||
| DD/ | MM / | ΥY | seal or be signed on its behalf by an attorney of stating their capacity (e.g. director, secretary). | or officer o | July autho | orised, |
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