Glanbia Plc — AGM Information 2014

May 13, 2014

Glanbia plc – Resolutions passed at Annual General Meeting held on 13 May 2014

Resolution 1

To receive and consider the financial statements for the year ended 4 January 2014 together with the reports of the Directors and the Auditors thereon.

Resolution 2

To declare a final dividend of 5.97 cent per share on the ordinary shares for the year ended 4 January 2014.

Resolution 3

To re-appoint the following Directors, in accordance with the provisions of the UK Corporate Governance Code, who retire and, being eligible, offer themselves for re-appointment:

John Callaghan (Resolution 3(a)) William Carroll (Resolution 3(b)) Henry Corbally (Resolution 3(c)) Jer Doheny (Resolution 3(d)) David Farrell (Resolution 3(e)) Mark Garvey (Resolution 3(f)) Donard Gaynor (Resolution 3(g)) Patrick Gleeson (Resolution 3(h)) Vincent Gorman (Resolution 3(i)) Paul Haran (Resolution 3(j)) Liam Herlihy (Resolution 3(k)) Martin Keane (Resolution 3(l)) Michael Keane (Resolution 3(m)) Hugh McGuire (Resolution 3(n)) Matthew Merrick (Resolution 3(o)) John Murphy (Resolution 3(p)) Patrick Murphy (Resolution 3(q)) Brian Phelan (Resolution 3(r)) Eamon Power (Resolution 3(s)) Siobhán Talbot (Resolution 3(t))

Resolution 4

To authorise the Directors to fix the remuneration of the Auditors for the 2014 financial year.

Resolution 5

To receive and consider the Remuneration Committee Report for the year ended 4 January 2014.

Resolution 6

That the authorised share capital of the Company be and is hereby increased from €18,360,000 divided into 306,000,000 Ordinary Shares of €0.06 each to €21,000,000 divided into 350,000,000 Ordinary Shares of €0.06 each, by the creation of 44,000,000 Ordinary Shares of

€0.06 each, such shares to rank pari passu with the existing Ordinary Shares in the capital of the Company.

Resolution 7

That the Memorandum of Association of the Company be and is hereby amended by the deletion of Clause 5 in its entirety and the substitution therefor of the following new Clause 5 in place thereof: -

1. The share capital of the Company is €21,000,000 divided into 350,000,000 Ordinary Shares of €0.06 each."

Resolution 8

That the Articles of Association of the Company be and is hereby amended by the deletion of Article 2 in its entirety and the substitution therefor of the following new Article 2 in place thereof:-

Share Capital

1. The share capital of the Company is €21,000,000divided into 350,000,000 Ordinary Shares of €0.06 each.

Resolution 9

That the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company for the purposes of Section 20 of the Companies (Amendment) Act, 1983 to allot relevant securities (within the meaning of Section 20 of that Act) up to an amount equal to 18.38 per cent of the nominal value of the issued share capital of the Company as at the date of this resolution.

The power hereby conferred shall expire at close of business on the earlier of the next Annual General Meeting or 12 August 2015 unless and to the extent that such power is renewed, revoked or extended prior to such date, save the Company may make before such expiry an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

Resolution 10

That the Directors of the Company are hereby empowered, pursuant to Section 24(1) of the Companies (Amendment) Act, 1983, to allot equity securities (as defined by Section 23 of that Act) for cash pursuant to the authority conferred by the ordinary resolution of the Company passed as Resolution 9 in the Notice of this Meeting as if Section 23(1) of that Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities in connection with any rights issue in favour of ordinary shareholders (other than those holders with registered addresses outside the State to whom an offer would, in the opinion of the Directors, be impractical or unlawful in any jurisdiction) and/or any person having a right to subscribe for or convert securities into ordinary shares in the capital of the Company (including without limitation any holders of options under any of the Company's share option schemes for the time being in force) where the equity securities respectively attributable to the interests of such ordinary shareholders or such persons are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them

or for which they are entitled to subscribe or convert into and subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with regulatory requirements, legal or practical problems in respect of overseas shareholders, fractional elements or otherwise; and

(b) the allotment of equity securities (other than pursuant to any such issue as aforesaid) up to a maximum aggregate nominal value equal to 5 per cent of the nominal value of the issued share capital of the Company as at the date of this resolution;

Provided that:

(i) the power hereby conferred shall expire at the close of business on the earlier of the date on which the Annual General Meeting of the Company is held in the year 2015 and the date which is fifteen months after the date on which this resolution is passed or deemed to have been passed, unless and to the extent that such authority is renewed, revoked or extended prior to such date; and

(ii) the Company may make before such expiry an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement notwithstanding that the power hereby conferred has expired; and

(iii) any power conferred on the Directors to allot equity securities in accordance with Section 24(1)(a) of that Act which is in force immediately before this resolution is passed or deemed to be passed is hereby revoked.

Resolution 11

That it is hereby resolved the provision in Article 54(a) allowing for the convening of an Extraordinary General Meeting by at least fourteen Clear Days' notice (where such meetings are not convened for the passing of a special resolution) shall continue to be effective.