Greencore Group PLC — AGM Information 2014

Jan 28, 2014

Companies Acts 1963 - 2012

Greencore Group Public Limited Company

(Company No: 170116)

Passed 28 January, 2014

Special Resolution 7

At the Annual General Meeting of the above company duly convened and held on the 28 January, 2014 at The Crowne Plaza Hotel, Northwood Business Park, Santry, Dublin 9 the following special resolution was duly passed:-

The group company secretary, having explained the purpose of the special resolution , and on the proposal of the chairman it was resolved that that the Directors be, they are hereby empowered pursuant to Section 23 and Section 24(1) of the Companies (Amendment) Act, 1983 to allot equity securities (within the meaning of Section 23 of the Companies (Amendment) Act, 1983) for cash pursuant to Resolution 6 as if sub-section (1) of the said Section 23 did not apply to any such allotment provided that this power shall be limited to:-

1. the allotment of equity securities in connection with any rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with the laws of any territory or the requirements of any regulatory body or any stock exchange in any territory or in connection with fractional entitlements or otherwise); and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate maximum nominal value of Stg£201,922.21.

1. the allotment of equity securities pursuant to Article 120 (b).

This authority shall expire at the close of business on the date of the next Annual General Meeting of the Company to be held in 2015 or 28 July 2015, whichever is the earlier, save that the Company may before such expiry make 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 offer or agreement as if the power conferred hereby had not expired.

C. O’Leary

Company Secretary