THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser immediately (being, in the case of Shareholders in Ireland, an organisation or firm authorised or exempted under the Investment Intermediaries Act, 1995 of Ireland (as amended) or the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007 or, in the case of Shareholders in the UK, an adviser authorised pursuant to the Financial Services and Markets Act 2000, or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the UK).

If you sell or have sold or otherwise transferred your entire holding of Ordinary Shares, please send this Circular, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain this Circular and the accompanying Form of Proxy and immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

This Circular does not constitute a prospectus or a prospectus equivalent document. Nothing in this Circular should be interpreted as an offer of securities or a term or condition of the Rights Issue. Shareholders should read the Prospectus for information about the Rights Issue before deciding whether or not to take any investment decision in relation to the Nil Paid Rights, the Fully Paid Rights or the New Greencore Shares referred to in this document. Shareholders should not subscribe for or acquire any Nil Paid Rights, Fully Paid Rights or New Greencore Shares except on the basis of the information, and the terms and conditions of the Rights Issue, contained in the Prospectus. This Circular cannot be relied on for any investment contract or decision.

GREENCORE GROUP PLC

(incorporated and registered in Ireland under the Irish Companies Act with registered number 170116)

Proposed Acquisition of CB-Peacock Holdings Inc. by Greencore Group plc

Proposed 9 for 13 Rights Issue of 287,203,887 New Greencore Shares at 153 pence per New Greencore Share to raise approximately £439.4 million

and

Notice of Extraordinary General Meeting

This Circular should be read as a whole. Your attention is drawn to the letter from the Chairman of Greencore, which is set out on pages 12 to 26 of this Circular and which contains the unanimous recommendations of the Directors that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting referred to below. Your attention is also drawn in particular to the risk factors sets out in Part III (Risk Factors) of this Circular.

Notice of an Extraordinary General Meeting of Greencore, to be held at The Westin Dublin Hotel, College Green, Westmoreland Street, Dublin, D02 HR67, Ireland at 11.00 a.m. on 7 December 2016 is set out at the end of this Circular. A Form of Proxy for use by Shareholders in connection with the Extraordinary General Meeting is enclosed, other than for Shareholders who have opted for the electronic communications service, who will receive an email notification rather than a Form of Proxy. To be valid, Forms of Proxy, completed in accordance with the instructions printed thereon, must be received at Greencore's registrar, Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin, D18 Y2X6, Ireland as soon as possible but in any event by no later than 11.00 a.m. on 5 December 2016.

Electronic proxy appointment is available for the Extraordinary General Meeting. This facility enables a shareholder to lodge his/her proxy by logging on to the website of Greencore's Registrar at www.eproxyappointment.com. Shareholders will need their Control Number, unique PIN number and shareholder reference number. Alternatively, for those who hold Ordinary Shares in CREST, a shareholder may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Computershare Investor Services (Ireland) Limited (CREST Agent ID 3RA50). In each case, shareholders must complete the process by no later than 11.00 a.m. on 5 December 2016 (or, in the case of an adjournment, no later than 48 hours before the time fixed for holding the adjourned meeting). The completion and return of a Form of Proxy (including an electronic proxy appointment notification or a CREST Proxy Instruction) will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof, should they wish to do so.

The distribution of this Circular into any jurisdiction outside Ireland and the United Kingdom may be restricted by law and therefore persons into whose possession this Circular comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations in such jurisdictions.

This Circular is a shareholder circular and is being sent to you solely for your information in connection with the Resolutions to be proposed at the Extraordinary General Meeting. The contents of this Circular should not be construed as legal, business, financial, tax, investment or other professional advice.

A Prospectus relating to the Acquisition, the Rights Issue and Admission prepared in accordance with the Prospectus Rules and Irish Prospectus Law has been published on Greencore's website on or around the date of this Circular. This document should be read in conjunction with the Prospectus.

Each of Greenhill & Co. International LLP ("Greenhill") (which is authorised and regulated by the FCA in the UK) acting as sole financial adviser and Joint Sponsor, HSBC Bank plc ("HSBC") (which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA in the UK) acting as Joint Sponsor, Joint Global Co-ordinator, Joint Bookrunner and Lead Underwriter, Goodbody Stockbrokers UC ("Goodbody") (which is regulated in Ireland by the Central Bank of Ireland, and in the UK is subject to limited regulation by the FCA) acting as Joint Global Co-ordinator, Joint Bookrunner, Corporate Broker and Underwriter, Jefferies International Limited ("Jefferies") (which is authorised and regulated by the FCA in the UK) acting as Joint Bookrunner, Corporate Broker and Underwriter and Coöperatieve Rabobank U.A. ("Rabobank") (which is authorised and regulated by the Dutch Central Bank (De Nederlandsche Bank) and the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), and in the United Kingdom is authorised by the PRA and subject to limited regulation by the FCA and the PRA) acting as Lead Manager and Underwriter is acting exclusively for Greencore and no one else in connection with this Circular, the Prospectus, the Acquisition, the Rights Issue and/or Admission (as relevant) and will not regard any other person (whether or not a recipient of this Circular) as their respective clients in relation to this Circular, the Prospectus, the Acquisition, the Rights Issue or Admission save for any responsibility which may arise under FSMA or the regulatory regime established thereunder (or, in the case of Goodbody, the responsibilities and liabilities, if any, which may be imposed by the Central Bank or any applicable Irish law), and accordingly will not be responsible to anyone other than Greencore for providing the protections afforded to respective clients of Greenhill, HSBC, Rabobank, Jefferies and Goodbody as applicable, or for providing advice in connection with the Acquisition, the Rights Issue, Admission, the contents of this Circular, the Prospectus or any other transaction, arrangement or other matter referred to in this Circular as relevant.

Apart from the responsibilities and liabilities, if any, which may be imposed on Greenhill, HSBC, Goodbody, Jefferies or Rabobank under FSMA or the regulatory regime established thereunder (or in the case of Goodbody, the responsibilities and liabilities, if any, which may be imposed by the Central Bank or any applicable Irish law): (i) none of Greenhill, HSBC, Goodbody, Jefferies or Rabobank or any persons associated or affiliated with any of the foregoing accepts any responsibility whatsoever and makes no warranty or representation, express or implied, in relation to the contents of this Circular, including its accuracy, completeness or verification or regarding the legality of any investment in the Nil Paid Rights, the Fully Paid Rights or the New Greencore Shares by any person under the laws applicable to such person or for any other statement made or purported to be made by it, or on its behalf, in connection with Greencore, the Nil Paid Rights, the Fully Paid Rights, the Ordinary Shares, the Acquisition, the Rights Issue and/or Admission; and (ii) each of Greenhill, HSBC, Goodbody, Jefferies and Rabobank accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this Circular or any such statement.

No person has been authorised to give any information or make any representations other than those contained in this Circular and, if given or made, such representations must not be relied on as having been so authorised.

The delivery of this Circular shall not, under any circumstances, create any implication that there has been no change to the affairs of Greencore since the date of this Circular or that the information is correct as of any subsequent date.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Greencore Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and accordingly may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, except pursuant to registration under the US Securities Act or an applicable exemption from, or transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of Nil Paid Rights, Fully Paid Rights or New Greencore Shares in the United States.

Expected timetable of principal events 4
Indicative Share Capital and Rights Issue statistics 6
Presentation of Financial and Other Information 7
Part I Letter from the Chairman 12
Part II Information on Peacock 27
Part III Risk Factors 33
Part IV Historical Financial Information 42
Part V Unaudited Pro Forma Financial Information of the Combined Group 113
Part VI Details of the Acquisition 120
Part VII Additional Information 124
Part VIII Definitions 137
Notice of Extraordinary General Meeting 148

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Shareholders should take note of the dates and times set forth in the schedule below in connection with the Rights Issue and the Acquisition. These dates and times are indicative only and assume that the requisite regulatory clearances have been obtained and the other Conditions to Completion have been satisfied before the date estimated for Completion. Accordingly, these dates and/or times may be changed by Greencore in consultation with the Joint Bookrunners, in which event details of the new times and dates will be notified to the UKLA, the London Stock Exchange and by an announcement on a Regulatory Information Service to Qualifying Shareholders.

Each of the times and dates in the following table is indicative only and may be subject to change. Except where otherwise indicated, references to a time of day are to Irish time.

Announcement of the Acquisition and Rights Issue	14 November 2016
Publication of the Prospectus and posting of this Circular (which includes the Notice of General Meeting) and the Form of Proxy	14 November 2016
Publication of Greencore 2016 Annual Report and related supplemental prospectus	5 December 2016
Latest time and date for receipt of the Form of Proxy (or electronic/CREST proxy appointment)	11.00 a.m. on 5 December 2016
Record date for entitlement under the Rights Issue for Qualifying Shareholders	6.00 p.m. on 5 December 2016
Record date for eligibility to vote at the EGM	6.00 p.m. on 5 December 2016
Greencore EGM	11.00 a.m. on 7 December 2016
Announcement of results of Greencore EGM	3.00 p.m. on 7 December 2016
Dispatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only)¹	7 December 2016
Existing Greencore Shares marked “ex” by the London Stock Exchange	8.00 a.m. on 8 December 2016
Admission of, and dealings (for normal settlement) commence in, New Greencore Shares, nil paid, on the London Stock Exchange	8.00 a.m. on 8 December 2016
Start of subscription period	8.00 a.m. on 8 December 2016
Nil paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)	As soon as practicable after 8.00 a.m. on 8 December 2016
Nil Paid Rights and Fully Paid Rights enabled in CREST	As soon as practicable after 8.00 a.m. on 8 December 2016
Recommended latest time for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST (i.e. if your Nil Paid Rights and Fully Paid Rights are in CREST and you wish to convert them to certificated form)	4.30 p.m. on 15 December 2016

¹ Subject to certain restrictions relating to Overseas Shareholders.

Time and Date

Latest time for depositing renounced Provisional Allotment Letters, nil or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights and Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated form 3.00 p.m. on 16 December 2016

Latest time and date for splitting Provisional Allotment Letters, nil or fully paid 3.00 p.m. on 19 December 2016

Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters 11.00 a.m. on 21 December 2016

Results of Rights Issue to be announced through a Regulatory Information Service By 8.00 a.m. on 22 December 2016

Dealings in New Greencore Shares, fully paid, commence on the London Stock Exchange 8.00 a.m. on 22 December 2016

New Greencore Shares in uncertificated form credited to CREST accounts As soon as practicable after 8.00 a.m. on 22 December 2016

Completion of Acquisition 30 December 2016

Dispatch of definitive share certificates for the New Greencore Shares in certificated form By no later than 5 January 2017

Greencore will make appropriate announcements to a Regulatory Information Service promptly after the Greencore EGM giving details of the results thereof and on Admission giving details of the number of New Greencore Shares that have been issued.

INDICATIVE SHARE CAPITAL AND RIGHTS ISSUE STATISTICS²

Rights Issue Price per New Greencore Share	153 pence
Basis of Rights Issue	9 New Greencore Shares for every 13 Existing Greencore Shares
Number of Ordinary Shares in issue at the Latest Practicable Date	414,850,059
Number of New Greencore Shares to be provisionally allotted pursuant to the Rights Issue	287,203,887
Number of Ordinary Shares in issue immediately following the completion of the Rights Issue³	702,053,946
New Greencore Shares as a percentage of the Enlarged Share Capital³	40.9%
Estimated gross proceeds of the Rights Issue	£439.4 million
Estimated Rights Issue Expenses	£12.8 million
Estimated net proceeds of the Rights Issue receivable by Greencore after deduction of estimated Rights Issue Expenses	£426.6 million
As at the date of this Circular, Greencore holds no Treasury Shares.

² Fractional entitlements to New Greencore Shares will not be allotted and, where necessary, entitlements will be rounded down to the nearest whole number of New Greencore Shares.

³ On the assumption that no further Ordinary Shares are issued from the date of this Circular until completion of the Rights Issue other than the New Greencore Shares.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Language of the Circular

The language of this Circular is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

Presentation of financial information

The Greencore Group’s financial year ends on (and the Combined Group’s financial year will end on) the last Friday in September. Greencore prepares its consolidated financial statements in accordance with IFRS, as issued by the IASB and adopted in the EU, and its reporting currency will continue to be pounds sterling. The Combined Group’s consolidated primary financial statements will continue to be prepared in accordance with IFRS after Completion.

Peacock financial information, unless otherwise stated, has been extracted from Peacock’s unaudited consolidated financial statements for the 12 months ended 25 September 2016 and from the audited consolidated financial statements for the financial years ended 27 December 2015, 28 December 2014 and 29 December 2013 as set out in Part IV (Historical Financial Information). The information is audited unless otherwise stated or unless it is financial information in respect of Peacock for the 12 months ended 25 September 2016, which is unaudited, is prepared in accordance with IFRS as issued by the IASB and adopted in the EU and conforms with Greencore’s accounting policies at the date of this Circular. Peacock’s financial year ends on the 52nd Sunday following the prior financial year end. Peacock’s unaudited financial statements for the 52 week period ended 25 September 2016 includes the 52 weeks ended on 25 September 2016 and, as a result, also includes approximately 13 weeks of financial information that is also included in Peacock’s audited consolidated financial statements for the financial year ended 27 December 2015.

Non-IFRS financial measures – Peacock

Peacock uses the following non-IFRS measures to evaluate the performance of its operations: Operating Profit, Adjusted EBITDA and Adjusted Cash Flow. These supplemental measures are not measures of performance or liquidity under IFRS and should not be considered by investors in isolation, as a measure of profit, as a substitute for, or as an indicator of, operating performance as determined in accordance with IFRS.

The non-IFRS financial measures referenced above and described in more detail below are included in this document as a supplemental disclosure because the Directors believe that these measures provide useful historical financial information to investors, help investors evaluate the performance of the underlying business and are measures commonly used by certain investors and securities analysts for evaluating performance.

Peacock’s definition, presentation or calculation of each of the non-IFRS financial measures may be different from definitions, presentations and calculations used by other companies and therefore comparability may be limited. Investors should therefore exercise caution in comparing non-IFRS financial measures reported by Peacock to similar measures of other companies.

Operating Profit and Adjusted EBITDA

The Peacock Group calculates Operating Profit as net profit/(loss) for the period before taxation expense/(benefit), finance (income)/costs, amortisation of acquisition related intangibles and exceptional items.

The Peacock Group calculates Adjusted EBITDA as Operating Profit excluding depreciation and amortisation, other than amortisation related to intangibles.

The following table sets forth a reconciliation of net profit (loss) to Operating Profit and Adjusted EBITDA for the periods indicated for Peacock.

	12 Months Ended		Financial Year Ended
	25 September	27 September	27 December	28 December	29 December
	2016	2015	2015	2014	2013
	Unaudited	Unaudited	Audited	Audited	Audited
	$m	$m	$m	$m	$m
Net profit/(loss) for the period	37.4	(12.1)	17.2	(29.8)	(20.5)
Taxation expense/(benefit)	2.7	(3.9)	1.4	(10.5)	(7.3)
Finance (income)/costs	(4.5)	38.7	5.9	40.3	37.4
Amortisation of acquisition related intangibles	11.7	8.8	9.7	8.2	8.2
Exceptional items1	1.8	1.8	1.8	11.1	2.1
Operating Profit	49.1	33.3	36.0	19.3	19.9
Depreciation and amortisation2	23.0	19.5	20.9	18.1	13.4
Adjusted EBITDA	72.1	52.8	56.9	37.4	33.3

1 Exceptional items are as follows:

	12 Months Ended		Financial Year Ended
	25 September 2016 Unaudited	27 September 2015 Unaudited	27 December 2015 Audited	28 December 2014 Audited	29 December 2013 Audited
	$m	$m	$m	$m	$m
Acquisition related fessa	-	1.8	1.8	-	-
New facility start-up costsb	1.3	-	-	0.6	2.0
One-off severance costsc	-	-	-	0.4	0.1
Onerous lease d	0.4	-	-	-	-
Legal fesse	0.1	-	-	-	-
Extinguishment of debt f	-	-	-	10.1	-
Exceptional items	1.8	1.8	1.8	11.1	2.1

a Includes advisory, accounting & legal fees incurred as part of the L&L acquisition in July 2015.
b The new facility start-up costs in 2013 and 2014 reflect run rate adjustments for costs above budget for the Tyson® business in 2013 and 2014, which related to moving into the new Romeoville facility. The new facility's start-up costs in the 2016 financial year relate to the relocation of L&L's facility to a new California facility to increase capacity and better serve existing customer and future growth plans.
c Reflects severance costs associated with the Peacock Group's previous Chief Executive Officer in 2013 and the previous Chief Financial Officer in 2014.
d Onerous lease cost in 2016 relate to the expense associated with a vacant property.
e Reflects legal fees associated with the Acquisition.
f The Peacock Group refinanced its revolving credit facility and term loans with new lenders at lower interest rates with more favourable terms in 2014. The proceeds from this refinancing were primarily used to refinance Peacock's previous credit facility. The refinancing resulted in a $10.1 million charge for the extinguishment of debt in 2014, consisting of a$ 6.3 million prepayment penalty for the early repayment of the loan plus a non-cash loss on extinguishment charge of $3.8 million relating to the write-off of the unamortised deferred financing costs.

2 Excludes amortisation of acquisition related intangibles. Amortisation, other than amortisation of acquisition related intangibles is nil for the 12 months ended 25 September 2016, and the 2015, 2014 and 2013 financial years.

Adjusted Cash Flow

The Peacock Group calculates Adjusted Cash Flow as net cash inflow from operating activities before tax paid/(received), interest paid and cash outflow related to exceptional items, less cash outflow from investing activities excluding cash inflow/(outflow) from acquisitions and disposals.

The following table sets forth the calculation of Adjusted Cash Flow for the periods indicated for Peacock.

	12 Months Ended		Financial Year Ended
	25 September	27 September	27 December	28 December	29 December
	2016	2015	2015	2014	2013
	Unaudited $m	Unaudited $m	Audited $m	Audited $m	Audited $m
Net cash inflows from operations	41.5	39.0	35.1	24.1	17.3
Interest paid	20.9	14.4	16.4	6.6	22.1
Cash outflow related to exceptional items1	1.8	1.8	1.8	11.1	2.1
Cash outflow from investing activities	(15.8)	(153.9)	(152.5)	(16.3)	(54.6)
Cash (inflow)/outflow from acquisitions and disposals	(1.3)	137.6	136.2	-	(0.1)
Adjusted Cash Flow	47.1	38.9	37.0	25.5	(13.2)

1 Exceptional items are as outlined above in "Operating Profit and Adjusted EBITDA".

Rounding

Certain figures contained in this Circular, including financial, statistical and operating information, have been subject to rounding adjustments. Accordingly, in certain instances, the totals of data presented in this Circular may vary slightly from the actual arithmetic totals of such data and the sum of the numbers in a column or a row in tables contained in this Circular may not conform exactly to the total figure given for that column or row.

Currencies

In this Circular, references to "US dollar", "USD" and "$" are to the lawful currency of the US, references to "pound sterling", "GBP" and "£" are to the lawful currency of the UK and references to "euro", or "EUR" and "€" are to the lawful currency of Ireland and to such other member states of the EU that have adopted euro as their currency.

Forward-Looking Statements

This Circular contains statements about the Greencore Group, the Peacock Group and the Combined Group that are or may be forward-looking statements. All statements other than statements of historical facts included in this Circular may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "should", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include all matters that are not historical facts and statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, future capital-raising activities, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Greencore Group's, the Peacock Group's or the Combined Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the Greencore Group's, the Peacock Group's or the Combined Group's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances that are difficult to predict and outside of the Greencore Group's, the Peacock Group's or the Combined Group's ability to control. Forward-looking statements are not guarantees of future performance and the actual results of the Greencore Group's, the Peacock Group's or the Combined Group's operations and the development of the markets and the industry in which the Greencore Group, the Peacock Group or the Combined Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this Circular. In addition, even if the Greencore Group's, the Peacock Group's or the Combined Group's business results of operations, financial position and/or

prospects, and the development of the markets and the industry in which the Greencore Group, the Peacock Group or the Combined Group operates, are consistent with the forward-looking statements contained in this Circular, those results of developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments of the Greencore Group, the Peacock Group or the Combined Group to differ materially from those expressed or implied by the forward-looking statements including, without limitation:

the performance of the Peacock Group's and, following the Acquisition, the Combined Group's customers may be adversely impacted by changing retail and industry structure, which in turn may affect the Greencore Group's and, following the Acquisition, the Combined Group's performance;
the Peacock Group operates in, and following the Acquisition, the Combined Group will operate in highly competitive markets, often with customers having an ability to switch to alternative suppliers on short notice, and there can be no assurance that, following the Acquisition, the Combined Group will be able to compete effectively;
demand for the Combined Group's products may be affected by changes in consumer behaviour and demand and changes in consumer legislation;
the Peacock Group's and, following the Acquisition, the Combined Group's success may depend on their customers' brands, reputations and relationships;
the Peacock Group and, following the Acquisition, the Combined Group is dependent on the supply and affordability of labour in the US and is therefore at risk from changes in minimum wage and living wage legislation and immigration law and approaches to the enforcement thereof in the countries in which it operates;
the Peacock Group's and, following the Acquisition, the Combined Group's success depends on the continued contributions of its executive officers and senior management, both individually and as a group;
failure by the Peacock Group, the Combined Group or third-party suppliers to comply with food safety or other regulations or customer requirements may adversely affect the business of the Greencore Group and, following the Acquisition, the Combined Group; furthermore, the Combined Group (as is currently the case for the Greencore Group) is at risk from significant and rapid changes in the legal systems, regulatory controls, and customs and practices in the countries in which they operate;
the Combined Group will be exposed to greater exchange rate risk;
the Combined Group could be adversely affected by changes in current tax law or practice in Ireland, the UK and the US;
the anticipated benefits of the Acquisition may not be realised and the integration of the businesses of the Peacock Group and the Greencore Group will create a number of challenges;
following the Acquisition, an impairment of goodwill or other intangible assets would adversely affect the Greencore Group's business and financial condition; and
other factors discussed in Part III (Risk Factors).

The forward-looking statements therein speak only at the date of this Circular and Shareholders are cautioned not to place undue reliance on such forward-looking statements. Save as required by the EU Prospectus Regulation, the Prospectus Rules, Irish prospectus law, MAR, the Market Abuse Rules, the Transparency Regulations, the Disclosure Guidance and Transparency Rules and the Listing Rules, the Admission and Disclosure Standards of the London Stock Exchange or by law, Greencore undertakes no obligation to update these forward-looking statements and will not publicly release any revisions it may make to these forward-looking statements that may occur due to any change in its or the Combined Group's expectations or to reflect events or circumstances after the date of this Circular. Shareholders should note

that the contents of these paragraphs relating to forward-looking statements are not intended to qualify the statements made as to sufficiency of working capital in this Circular.

Calculation of total issued ordinary shares

Unless otherwise stated, all references to total issued Ordinary Shares in this Circular are calculated based on the issued ordinary share capital of Greencore as of the Latest Practicable Date, which consists of 414,850,059 Ordinary Shares.

No incorporation of website information

Information on or accessible through Greencore's corporate website, www.greencore.com and through Peacock's corporate website, www.peacockfoods.com, does not form part of and is not incorporated into this Circular.

Certain defined terms

Certain terms used in this Circular, including capitalised terms and certain technical and other items, are defined and explained in Part VIII (Definitions).

Available information

If, at any time, Greencore is neither subject to Section 13 or Section 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Greencore Group will furnish, upon request, to any holder or beneficial holder of the Nil Paid Right, the Fully Paid Rights or the New Greencore Shares, or any holder or beneficial holder of the Nil Paid Rights, the Fully Paid Rights or the New Greencore Shares, or any prospective purchaser designated by any such holder or beneficial owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the US Securities Act. In such cases, the Greencore Group will also furnish to each such owner all notice of general Shareholders; meetings and other reports and communications that the Greencore Group generally makes available to the Shareholders.

Publication of Greencore's 2016 Annual Report

It is anticipated that Greencore's 2016 Annual Report shall be released on or around 5 December 2016 and a supplementary prospectus shall be published on or around that date.

PART I

LETTER FROM THE CHAIRMAN

GREENCORE GROUP PLC

(incorporated in Ireland with limited liability with registered number 170116)

Directors	Registered office
Gary Kennedy	No 2 Northwood Avenue
Patrick Coveney	Northwood Business Park
Eoin Tonge	Santry
Sly Bailey	Dublin
Heather Ann McSharry	D09 X5N9
John Moloney	Ireland
Eric Nicoli
John Warren

14 November 2016

To the holders of Ordinary Shares and the Special Shareholder.

Dear Shareholder,

Proposed Acquisition of Peacock by Greencore Group plc

Proposed 9 for 13 Rights Issue of 287,203,887 New Greencore Shares at 153 pence per New Greencore Share to raise approximately £439.4 million

Notice of Extraordinary General Meeting

1. Introduction

On 14 November 2016, Greencore announced that it had reached agreement to acquire Peacock, the US convenience food group, based in Geneva, Illinois for cash consideration calculated by reference to an enterprise value of $747.5 million (£594.3 million at 1.2577 exchange rate). Peacock manufactures convenience food products for leading food brands.

Greencore also announced that it intended to raise approximately £439.4 million by way of the Rights Issue described in this Circular, with expected net proceeds of the Rights Issue of £426.6 million. The net proceeds of the Rights Issue are intended to be applied towards funding part of the purchase price for the Acquisition and related expenses. The balance of the purchase price for Peacock will be funded through new debt of up to $250 million pursuant to the Facilities Agreement (which comprises a new facility of $250 million and a facility of £300 million to refinance existing Greencore Group facilities).

The Acquisition is of sufficient size relative to the Greencore Group to constitute a class 1 transaction for the purposes of the Listing Rules and the Acquisition is therefore conditional, among other things, upon the approval of Shareholders. The Rights Issue is also conditional upon, among other things, the passing of the Transaction Resolutions. Accordingly, the Greencore EGM is to be held at 11.00 a.m. on 7 December 2016 at The Westin Dublin Hotel, College Green, Westmoreland Street, Dublin, D02 HR67, Ireland for the purposes of approving the Acquisition and the Transaction Resolutions that are required in order to implement the Rights Issue. An explanation of the Transaction Resolutions to be proposed at the EGM is set out in paragraph 13 (Shareholder Voting and Extraordinary General Meeting) of this Part I.

The notice of the EGM and the Resolutions to be proposed and considered at the Extraordinary General Meeting are set out at page 148 of this Circular.

The purpose of this Circular is to: (i) explain the background to and reasons for the Acquisition and the Rights Issue; (ii) explain why the Board considers the Acquisition and the Rights Issue to be in the best interests of Shareholders as a whole; and (iii) convene an EGM to seek Shareholder approval for the Acquisition and the Rights Issue.

2. Background to and reasons for the Acquisition

Greencore’s vision is to be a fast-growing, international convenience food leader. Over the financial years ended 28 September 2012 to 30 September 2016, Greencore has made significant progress against this vision by pursuing four strategic imperatives. First, Greencore has deepened its leadership of the high-growth food to go category. The UK food to go market grew at 5.6% during the year ended 1 October 2016, compared to growth of 2.3% for the UK food market as a whole during the same period.⁴ Over the last five years to 30 September 2016, the business has organically grown its share of sandwiches in the UK grocery channel from 36% to almost 60%⁵ on a run-rate basis, while growing net revenue in the US by almost four times through both organic business wins and selected acquisitions over the same period. Second, Greencore holds strong market positions (number 2) in own-label supply of Italian ready meals, quiche, chilled soup, own label cooking sauce and deli salads in the UK.⁶ Third, Greencore has developed a strong set of relationships with leading customers, as evidenced by the increase in its net revenue across each of its six largest customers, and the extension of its largest contracts from an average of 1-2 years in length to approximately 3-5 years over the period from 2014 to 2016.⁷ Lastly, Greencore has invested significantly in developing both the capacity and capability to win new business in the UK and the US, enabling the growth outlined above and allowing Greencore to outpace the market in both countries.

Over the financial years ended 28 September 2012 to 30 September 2016, Greencore has delivered an exceptionally strong financial performance, with convenience food revenues growing by 31.5%, and a track record of double digit Adjusted EPS growth (with compound annual growth rate (CAGR) of 11.1%).

Since entering the market in 2008, Greencore has built its US business through a combination of strategic, bolt-on acquisitions (MarketFare and H.C. Schau in 2012, and Lettieri’s LLC in 2014) and investment in new capacity, expanding its facility in Jacksonville, Florida to produce frozen products, and building new, state-of-the-art facilities in Quonset, Rhode Island and Seattle, Washington. Greencore’s US business now supplies a range of convenience food products to US customers, particularly in the convenience and coffee shops channels. The Directors believe Greencore’s US division is well positioned for future growth, with seven well-invested facilities with significant potential for expansion, a balance of fresh and frozen product formats, and strong relationships with two leading national customers.

Peacock is a fast-growing convenience food manufacturer, with a particular focus on sandwiches and chilled meals. It had approximately $1 billion of revenue in the US in the 12 months ended 25 September 2016 ($861 million in the 12 months ended 27 September 2015). Peacock manufactures convenience food products for leading brands in fast-growing categories, in particular for Jimmy Dean®, the leading brand in frozen breakfast sandwiches; Kraft Lunchables®, the leading brand in kids’ chilled meal kits, and for Dole®, the leading brand in the salad kit category. Peacock has long standing relationships (which extend over 25 years in some cases) with its largest customers, which include Tyson®, KraftHeinz®, Dole®, Kellogg’s®, Gerber®, General Mills® and Apio®. Collectively these customers accounted for approximately 70% of Peacock’s revenue in 12 months ended 25 September 2016.⁸ These customers are supplied from large, well-invested facilities in the US with a balance of capabilities across frozen, chilled and ambient manufacturing and excellent standards of food safety. Specifically, Peacock has seven manufacturing facilities, with five in Illinois, one in California, one in Ohio, and a head office in Geneva, Illinois. Peacock has particularly strong manufacturing capabilities in automation, project engineering and packaging, as well as expertise in building enduring relationships with leading customers, managing a large number of front line employees,

⁴ Source: Nielsen Total Coverage, 52 weeks to 1 October 2016.

⁵ Source: Nielsen Grocery Multiples 4 weeks ended December 2011 and 4 weeks ended August 2016.

⁶ Source: Nielsen Marketshare Report, September 2016.

⁷ Source: Internal unaudited Greencore management information.

⁸ Source: Peacock internal unaudited management data.

understanding regulatory requirements and maintaining high standards of food safety. It is led by an accomplished leadership team, with an average of 25+ years' experience in the food industry.

Peacock’s business has performed well over the last three years, significantly increasing its revenues with current customers and extending its manufacturing capabilities. Peacock has also delivered a strong financial performance, growing revenue and Adjusted EBITDA from $517.2 million and $33.3 million, respectively, in the financial year ended 29 December 2013 to $993.1 million and $72.1 million, respectively, in the 12 months ended 25 September 2016.

As well as being an attractive business in its own right, the Directors believe that the Acquisition has the potential to transform Greencore’s business in the US by significantly increasing its scale, increasing its exposure to leading brands in fast-growing categories, extending its presence in new channels and with new customers, building Greencore’s manufacturing footprint and widening its geographic reach, broadening its capabilities, enhancing its management talent and growing its potential for profitability.

Strength of Peacock’s business

The Directors believe that the attractiveness of Peacock’s business is underpinned by the following key factors:

Leading brands in growing categories: Peacock has built an attractive portfolio that is positioned for growth in three ways. First, the business operates in fast-growing categories, specifically frozen breakfast sandwiches, kids’ chilled meal kits and salad kits, all of which are growing faster than the total food market in the US⁹ and which account for approximately 64% of Peacock’s revenue for the 12 months ended 25 September 2016.¹⁰ Second, as described above, Peacock manufactures on behalf of leading brands in these categories. Third, the business benefits from the underlying trend towards outsourced manufacturing amongst CPG manufacturers in the US.
Excellent customer relationships: Peacock’s business is focused on a number of key long-term, collaborative customer relationships with leading US CPG brand owners. Over the last three years, Peacock has both grown sales to its largest customers and successfully extended several of its contractual arrangements.¹¹ Peacock has expanded its contract with KraftHeinz® and is expected to increase its supply to KraftHeinz® beginning in 2017 as a result. Peacock has strong relationships with many of its large customers and has supply contracts in place for between 40% and 100% of their manufacturing requirements.
Large, well-invested facilities: Peacock has engaged in a major capital expenditure programme since January 2013 to create modern and efficient manufacturing facilities which have high utilisation, significant scale in key products and excellent standards in food safety. Peacock also has significant space available to add new manufacturing lines within its existing facilities. Peacock’s customers typically support Peacock’s capital expenditure programme through co-investment. Features of capital coinvestment agreements include capital reimbursement payments, minimum financial guarantees and early contract termination payments. These features provide Peacock with greater financial visibility when evaluating investment decisions.
Strong capabilities: Peacock has strong manufacturing capabilities in the automation of key production processes, project engineering and use of a wide range of packaging types. It also has capabilities in building strong relationships with key customers, managing a large number of front line employees, understanding regulatory requirements and maintaining high standards of food safety.
Strong management team: Peacock has an accomplished and talented management team with an average of 25+ years’ experience in the food industry.
Track record of strong profit growth: Peacock has a strong track record of growth, with Adjusted EBITDA having grown from $33.3 million in the financial year ended 29 December 2013 to

9 Source: Nielson Growth and Market Share Report, April 2016.
10 Source: Nielson Growth and Market Share Report, April 2016.
11 Source: Internal unaudited Peacock management data.

$72.1 million in the 12 months ended 25 September 2016. Peacock grew its Adjusted EBITDA at a compound annual growth rate of 30.7% during the 29 December 2013 to 27 December 2015 period.¹²

Strong cash flow: Peacock has a strong record of cash generation given its Adjusted EBITDA Growth, its approach to investing behind growth products with customers, and its low working capital requirements. Peacock’s Adjusted Cash Flow was $47.1 million in the 12 months ended 25 September 2016, representing growth of 21.1% in comparison to the prior 12 month period.
Outlook for long-term revenue growth: the Directors believe that Peacock has a strong outlook for revenue growth driven by the fast-growing categories it operates in, the strength of the leading brands it serves, the underlying trend towards outsourcing amongst leading CPG players in the US, as well as Peacock’s ability to serve existing customers in new categories and its potential to win business with new customers.¹³

Excellent strategic fit between Greencore and Peacock

The Directors believe that the Acquisition and its combination with Greencore’s US business will transform Greencore’s presence in the US. Specifically, the Directors believe the Acquisition will create the potential to accelerate Greencore towards its vision of being a fast-growing, international convenience food leader and a business that is well positioned for future growth across multiple channels in the US through organic growth, new business wins and bolt-on acquisitions.

The Acquisition accelerates Greencore’s vision to be a fast-growing, international convenience food leader:
Fast-growing: Peacock and Greencore both operate in fast-growing categories, are supported by favourable industry trends, and have a strong recent track record of top and bottom line growth.
International: The Acquisition will create an international business with approximately 42% of revenues in the US, in contrast to Greencore’s position as at 30 September 2016, where the US made up approximately 15% of total revenues.
Convenience food: Greencore and Peacock manufacture similar and complementary convenience food products, with similar product formats to Greencore’s current US product offering, particularly in frozen breakfast sandwiches, chilled meal kits and salads.
Leader: The Acquisition significantly improves Greencore’s scale in the US and increases its exposure to leading brands and customers in its categories.
The Acquisition transforms Greencore’s position in the US:
Greater scale: The Acquisition will significantly improve Greencore’s scale in the US in three important ways. First, it is expected to more than quadruple Greencore’s total sales in the US, improving access to talent, leverage of fixed overheads, and ability to self-fund investment in additional capability and capacity. Second, it is expected to bring additional scale in key categories, for example, multiplying by a factor of five sales in frozen breakfast sandwiches, which will be the Combined Group’s largest category if the Acquisition completes. Third, it is expected to bring significantly increased scale in manufacturing, as outlined in more detail below.
Strong positions in fast-growing categories: The Acquisition is expected to create a convenience food manufacturer with strong positions in several fast-growing categories. Based on the position of the Greencore Group and the Peacock Group as at the year ended 30 September 2016 and the 12 months ended 25 September 2016, the Combined Group’s US business would derive 30% of its revenue from frozen breakfast sandwiches, (with category

¹² Source: Internal unaudited Greencore management information.
¹³ Source: Internal unaudited Greencore management information.

growth of 6% over the period), 13% from kids' chilled meal kits, (with category growth of 6% over the period), 13% from salad kits, (with category growth of 16% over the period), and 13% from fresh food to go (with category growth of 8% over the period), and would hold the number one market position in the first three of these categories.¹⁴

New channels and customers: Greencore and Peacock both focus on building long-term relationships with leading customers in the US. Peacock serves CPG leaders, such as Tyson® KraftHeinz® and Dole® which will complement Greencore US' portfolio of leading customers in the growing convenience retail and branded food service channels. The Directors believe the Acquisition will broaden the customer and channel base in the Combined Group while at the same time allowing the Combined Group to maintain its strategic focus on building long-term, customer relationships. Given the importance of Peacock's customer relationships, Greencore senior executives have met with Peacock's largest customers, representing approximately 70% of Peacock's revenue for the 12 months ended 25 September 2016. In those meetings, each customer has expressed its support for Peacock, the Acquisition and the continuance of the existing contracts in accordance with their terms.
Enhanced operating capacity with broader geographic reach: The Acquisition will add seven well-invested sites to Greencore's manufacturing network and significantly improve its capacity (Peacock's network has a combined footprint of over 2 million square feet of space compared to Greencore's US business which has approximately 0.5 million square feet at the date of this Circular). In addition, the Directors believe that the enhanced geographic reach resulting from the Acquisition will enable the Combined Group to increase its scale and service to its combined customer base in a cost-effective manner. The new business will be headquartered in Chicago, Illinois.
Complementary competencies: Peacock is expected to bring experience in automation, project engineering and packaging to Greencore's US business. Greencore has strong competencies in food safety innovation, new product development and short shelf-life food manufacturing, which the Directors believe can be utilised to enhance Peacock's existing operations. The Directors believe that the Acquisition will allow the Combined Group's US business to offer a broader set of capabilities than either Greencore or Peacock can provide on a stand-alone basis, creating significant opportunities to bring new products to existing customers, and to develop new customers and channels.
Strengthened management team: Peacock has a leadership team with extensive experience in the CPG industry, a strong track record and a complementary skills set. The Directors believe that combining this team with Greencore's existing leadership will enhance Greencore's management capabilities in the US. Greencore has agreed terms to retain the key members of Peacock's management team after Completion. The Directors anticipate that the management team of the US division (which, after Completion, will include Peacock) will be led by the current CEO of Greencore's US division, Chris Kirke. Thomas Sampson (Peacock's CEO) will be appointed as a senior adviser to Greencore with particular responsibility for managing customer transition and integration issues over the next two years. He will also be appointed to Greencore's US Advisory Board, a new body that will provide guidance and support to Chris Kirke and the extended US leadership team.

¹⁴ Source: Nielsen Marketshare Report, September 2016.

Financial benefits for Greencore

The Directors have assessed the financial benefits that may arise from the Acquisition, relying upon the Greencore Group’s own experience (including the successful integration of Uniq plc following its acquisition by Greencore in 2011), together with the cooperation and insight of Peacock’s senior management and extensive analytical work. As a result, the Directors believe that the Acquisition will have the following key benefits for Greencore:

Earnings: Given the strong earnings and growth profile of Peacock and the realisation of synergies outlined below, the Directors expect the Acquisition to significantly enhance earnings from the first full year after Completion. This statement does not constitute a profit forecast nor should it be interpreted to mean that the future Adjusted EPS, profits, margins and/or cashflow of the Greencore Group or the Combined Group will necessarily match or exceed the historic published Adjusted EPS, profits, margins and/or cashflow of the Greencore Group.
Return on capital: The Directors have also targeted for the return on capital employed as part of the Acquisition to exceed the Greencore Group’s current weighted average cost of capital with effect from the first full financial year after Completion.
Cash and deleveraging profile: The Directors expect the Acquisition to significantly increase operating cash generation as a result of the contribution of the Peacock business and the achievement of cost synergies, in addition to the utilisation of tax attributes on the basis described below. This cash generation will enable a strong deleveraging profile for the Combined Group.
Synergies: The Directors believe that the Acquisition will deliver annualised cost synergies of at least $15 million as a result of combining the operations of Peacock with the Greencore Group’s US division. Approximately 90% of these cost synergies are expected to be realised by the end of the financial year to September 2019, with the balance in the following year. The Directors expect that the realisation of these synergies will require one-off cash expenditures of up to $20 million, of which approximately 70% will be incurred in the financial year to September 2017, with the balance in the following financial year.
Tax attributes: On Completion, it is expected that the Greencore Group will acquire the historical tax assets of Peacock comprised of federal tax loss carry forwards resulting from prior operating losses and accelerated capital allowances. The amount of historical tax assets estimated to be available to the Combined Group subsequent to the Acquisition is at least $65 million. In addition, the Greencore Group itself has a range of historical tax assets comprised of federal tax loss carry forwards. The utilisation of these assets combined with other tax synergies arising from the combination of the businesses is expected to lead to the Combined Group paying limited levels of cash tax in the US in the medium term.

The expected synergies described above are contingent on Completion and could not be achieved by the Greencore Group independently. The annual cost savings and the anticipated one-off expenditure stated above reflect the anticipated benefits from and costs associated with achieving these synergies.

3. Current trading and prospects

The businesses of the Greencore Group and the Peacock Group have continued to perform in line with the Directors’ expectations since 30 September 2016 and 25 September 2016, respectively.

4. Information on Peacock

For further information in respect of the Peacock Group please see Part II (Information on Peacock) of this Circular.

5. Principal Terms of the Acquisition

On 14 November 2016, Greencore, the Peacock Securityholders and Peacock, amongst others, entered into the Acquisition Agreement, which sets out the terms and conditions upon which Greencore has agreed to

acquire Peacock for $747.5 million, without interest and calculated on a debt-free/cash-free basis and subject to working capital and other customary adjustments calculated at the Completion Date.

Conditions

The material conditions to the consummation of the Acquisition are:

US anti-trust clearance under the HSR Act;
the Shareholders passing the Transaction Resolutions;
the accuracy of Peacock’s, the Peacock Securityholders’ and Greencore’s representations and warranties, subject to specified materiality standards;
a material adverse effect on Peacock’s business not having occurred since the date of the Acquisition Agreement;
admission of the New Greencore Shares (nil paid and fully paid) to the Official List;
no notice of termination from the counterparties to certain of Peacock’s significant contracts having been received; and
there not being any law, rule, regulation, order, judgement, injunction, temporary restraining order or decree entered, enacted, issued, promulgated, enforced or issued by any government, regulatory, judicial or administrative authority, agency or commission of competent authority which is in effect and has the effect of making the Acquisition illegal, or otherwise prohibits, restrains or prevents the consummation of the Acquisition.

Upon Completion, Greencore will, indirectly, hold all outstanding equity securities in Peacock.

Further terms of the Acquisition Agreement are set out in Part VI (Details of the Acquisition).

6. Financing of the Acquisition and use of the issue proceeds

The Directors look to maintain a prudent level of financial leverage in order to provide Greencore with the flexibility to invest in its businesses. Therefore, consistent with this goal, Greencore intends to raise new equity through the Rights Issue to fund a significant portion of the Acquisition purchase price and associated expenses. The Greencore Board, taking into account, among other things, the size of the fundraising relative to the current market capitalisation of Greencore and its desire to respect pre-emption rights of Shareholders to the extent possible in light of securities law restrictions, believes the most appropriate method to do this is by way of the Rights Issue.

The balance of the purchase price for Peacock will be funded through new debt of up to $250 million pursuant to the Facilities Agreement (which comprises a new facility of $250 million and a facility of £300 million to refinance existing Greencore Group facilities). It is possible that a Replacement Facilities Agreement will be entered into between Greencore and some or all of its banks prior to Completion, in which case the portion of the purchase price for the Acquisition being funded by debt will be funded under that Replacement Facilities Agreement, and the applicable facility under the Facilities Agreement would then be cancelled.

On a pro forma basis at 30 September 2016, after giving effect to the Acquisition, the Rights Issue and the Acquisition Refinancing, the Combined Group’s Net Debt to Adjusted EBITDA (for covenant purposes) leverage ratio (calculated in accordance with the definitions under the Facilities Agreement) would have been 2.6x (applying the average US dollar to pounds sterling exchange rate for the year to 30 September 2016 to the Peacock Group’s earnings). Based on an exchange rate of $1.2577:£1 (being the closing rate on Friday 11th November 2016) applied to the Peacock Group’s earnings, the Combined Group’s Net Debt to Adjusted EBITDA leverage ratio as at 30 September 2016 would have been 2.5x (for comparison, the Greencore Group’s Net Debt to Adjusted EBITDA leverage ratio as at 25 September 2015 was 2.0x).

The Rights Issue has been fully underwritten on the basis set out in the Underwriting Agreement.

Details of the terms of the Underwriting Agreement are set out in paragraph 7.2 of Part VII (Additional Information) of this Circular.

The total costs, charges and Rights Issue Expenses (including fees and commissions) (exclusive of recoverable VAT) payable by Greencore in connection with the Rights Issue are estimated to amount to approximately £12.8 million. The total net proceeds of the Rights Issue are expected to be approximately £426.6 million. The aggregate costs and expenses of the Acquisition payable by Greencore are estimated to be £31.7 million (exclusive of recoverable VAT).

Foreign exchange hedging arrangements have been entered into by the Greencore Group with respect to the Rights Issue proceeds received in pounds sterling, in order to mitigate the foreign exchange risk and to provide funds in US dollars at Completion. Such arrangements are contingent upon the receipt of the Rights Issue proceeds and, subject to certain exceptions, the Acquisition Agreement not having been terminated in accordance with its terms.

7. Principal terms and conditions of the Rights Issue

Greencore proposes to raise approximately £426.6 million (net of commissions and Rights Issue Expenses) by way of a fully underwritten Rights Issue of 287,203,887 New Greencore Shares.

The Rights Issue Price of 153 pence per New Greencore Share, which is payable in full on acceptance by no later than 11.00 a.m. on 21 December 2016, represents a 47.6% discount to the Closing Price of 291.9 pence per Existing Greencore Share on the Latest Practicable Date and a 34.9% discount to the theoretical ex-rights price of 235.1 pence per New Greencore Share calculated by reference to the Closing Price on the same day.

If Completion occurs, the Rights Issue proceeds, net of commissions and Rights Issue Expenses, of approximately £426.6 ($536.6 million), will be applied to fund the Acquisition and related expenses and the balance of the purchase price for Peacock will be funded through new debt of up to $250 million pursuant to the Facilities Agreement (which comprises a new facility of $250 million and a facility of £300 million to refinance existing Greencore Group facilities). It is possible that a Replacement Facilities Agreement will be entered into between the Greencore Group and some or all of its banks prior to Completion, in which case the portion of the purchase price for the Acquisition being funded by debt will be funded under that Replacement Facilities Agreement, and the Facilities Agreement would then be cancelled.

In what the Directors believe to be the unlikely event that the Rights Issue proceeds, but the Acquisition does not complete, the Greencore Directors' current intention is that the net proceeds of the Rights Issue will be invested on a short-term basis while the Greencore Directors evaluate other acquisition opportunities and, if no acquisitions can be found on acceptable terms, the Greencore Directors will consider how best to return surplus capital to Shareholders in a timely manner. Such a return could carry fiscal costs for certain Shareholders, will have costs for Greencore and would be subject to applicable securities laws. Any return of capital would be net of transaction expenses relating to the Acquisition, Rights Issue and the return of capital. Such a return of capital would also be on a pro rata basis to all Shareholder holdings of Ordinary Shares in Greencore at the time at which the return of capital is implemented, and not in proportion to the amount invested by investors in the Rights Issue. There is no guarantee that investors in the Rights Issue will receive the full (or any) amount invested in the Rights Issue should the Acquisition not proceed.

The Underwriters' obligations under the Underwriting Agreement are conditional (although, with certain exceptions, these conditions can be waived) but are unconditional from Admission.

Subject to the fulfilment of the conditions set out below, Greencore proposes to offer, by way of this Circular (and, in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment Letters), New Greencore Shares pursuant to the Rights Issue to Qualifying Shareholders on the following basis:

9 New Greencore Shares at 153 pence per New Greencore Share for every 13 Existing Greencore Share(s) held and registered in their name on the Record Date.

Holdings of Existing Greencore Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. New Greencore Shares

representing fractional entitlements will not be provisionally allotted to Qualifying Shareholders and, where necessary, entitlements to New Greencore Shares will be rounded down to the nearest whole number. Aggregated fractions will not be allotted to Qualifying Shareholders but will be sold in the market for the benefit of Greencore.

If a Qualifying Shareholder does not take up any of its entitlement to New Greencore Shares, its proportionate shareholding will be diluted by approximately 40.9%. However, if a Qualifying Shareholder takes up its entitlement to New Greencore Shares in full, they will, after the Rights Issue has been completed and excluding any fraction of an Ordinary Share, as nearly as practicable subject to fractional entitlements and rounding, have the same proportionate voting rights and entitlements to dividends as they had on the Record Date.

If a Qualifying Shareholder does not subscribe for the New Greencore Shares to which they are entitled, such Qualifying Shareholder can instead sell their rights to those New Greencore Shares and receive the net proceeds of each sale in cash. This is referred to as dealing in the rights "nil paid" and, subject to the fulfilment of certain conditions, dealings (for normal settlement) on the London Stock Exchange in the Nil Paid Rights are expected to commence at 8.00 a.m. on 8 December 2016. If a Qualifying Shareholder does not wish to take up their rights to such New Greencore Shares, they do not have to take any action and the Underwriters will use their respective reasonable endeavours to find investors to take up those rights by 4.30 p.m. on the second dealing day after the last date for acceptance of the Rights Issue. If the Underwriters find such investors and are able to achieve a price at a premium over the Rights Issue Price and the expenses of procuring those investors (including any applicable brokerage and commissions and amounts in respect of VAT which, in the reasonable opinion of the Underwriters, are not recoverable), such Qualifying Shareholder will be sent a cheque for the amount of that aggregate premium less such related expenses, so long as the amount in question is at least £5.00. Where such aggregate premium less such related expenses is less than £5.00, such amounts will be aggregated and it is intended that such amount shall be donated by Greencore to charities chosen by the Board.

The New Greencore Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Greencore Shares, including the right to receive in full all dividends and other distributions declared, made or paid by reference to a record date after the date of their Rights Issue. Ordinary Shares, including the New Greencore Shares, may be held in certificated or uncertificated form.

Applications will be made to the UKLA for the New Greencore Shares (issued in connection with the Rights Issue) to be admitted to listing on the premium segment of the Official List and to the London Stock Exchange for admission to trading of the New Greencore Shares on its main market for listed securities. It is currently expected that Admission of the New Greencore Shares will become effective and that dealings (for normal settlement) in the New Greencore Shares will commence on the London Stock Exchange, nil paid, at 8.00 a.m. on 8 December 2016 (whereupon an announcement will be made by Greencore to a Regulatory Information Service).

The Existing Greencore Shares are already admitted to CREST. The New Greencore Shares and the Existing Greencore Shares are in registered form and can be held in certificated or uncertificated form via CREST.

The Rights Issue has been fully underwritten by the Underwriters in accordance with the terms of the Underwriting Agreement and is conditional, inter alia, upon:

the passing of the Transaction Resolutions (without amendment or with such amendments as the Joint Bookrunners and the Joint Sponsors may agree) at the Greencore EGM on 7 December 2016 (and not, except with the prior written agreement of the Joint Bookrunners and the Joint Sponsors, at any adjournment of such meeting);
the Underwriting Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms; and
Admission having occurred by not later than 8.00 a.m. on 8 December 2016, or such later time and/or date as the Joint Bookrunners and the Joint Sponsors may agree in writing.

Details of the principal terms of the Underwriting Agreement are set out in paragraph 7.2 of Part VII (Additional Information) of this Circular.

The Underwriters and any of their respective affiliates may engage in trading activity in connection with their roles under the Underwriting Agreement and may take up a portion of the securities of Greencore in the Rights Issue as a principal position and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own account in securities of Greencore and related or other securities and instruments (including Ordinary Shares, Nil Paid Rights and Fully Paid Rights) and may offer or sell such securities or other investments otherwise than in connection with the Rights Issue. Accordingly, references in this Circular to Nil Paid Rights, Fully Paid Rights or New Greencore Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Underwriters and any of their affiliates acting as investors in such capacity. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of Ordinary Shares. Except as required by applicable law or regulation, none of the Underwriters propose to make any public disclosure in relation to such transactions.

In addition, Greencore reserves the right to decide not to proceed with the Rights Issue if the Underwriting Agreement is terminated at any time prior to Admission and commencement of dealings in the New Greencore Shares (nil paid).

The results of the Rights Issue, including the aggregate number of New Greencore Shares issued and the aggregate amount raised, net of commissions and Rights Issue Expenses, is expected to be announced by Greencore through a Regulatory Information Service by 8.00 a.m. on 22 December 2016.

The Ordinary Shares are currently (and it is expected that the New Greencore Shares will be) admitted to listing on the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange.

Shareholders who hold their Ordinary Shares in certificated form and who take up their entitlement to New Greencore Shares in part or in full are expected to receive definitive share certificates in respect of their New Greencore Shares by no later than 5 January 2017.

The Underwriters have agreed under the terms of the Underwriting Agreement to procure subscribers for the New Greencore Shares not taken up in the Rights Issue at the Rights Issue Price, failing which the Underwriters shall themselves severally (and not jointly or jointly or severally) subscribe for (or shall procure that their sub-underwriters shall subscribe for) such New Greencore Shares.

The Underwriting Agreement is, prior to Admission, conditional upon certain requirements being satisfied and obligations not being breached including, among others:

Greencore complying with all of its obligations and undertakings under the Underwriting Agreement and under the terms or conditions of the Rights Issue which are required to be performed or satisfied prior to Admission;
the passing of the Transaction Resolutions (without amendment or with such amendments as the Joint Bookrunners and the Joint Sponsors may agree) at the Greencore EGM on 7 December 2016 (and not, except with the prior written agreement of the Joint Bookrunners and the Joint Sponsors, at any adjournment of such meeting);
the warranties on the part of the Company contained in the Underwriting Agreement being true and accurate and not misleading up to and at the time of Admission;
Admission occurring not later than 8.00 a.m. on 8 December 2016, or such later time and/or date as the Joint Bookrunners and the Joint Sponsors may agree in writing;
in the opinion of the Joint Bookrunners and the Joint Sponsors acting in good faith, no material adverse effect having occurred in respect of the Greencore Group prior to Admission;

the Acquisition Agreement and/or the Facilities Agreement not having lapsed or been terminated or become terminable prior to Admission (in the case of the Facilities Agreement only, without having been replaced and any replacement facility not having lapsed, been terminated or become terminable);
there having been no amendment or variation of the Acquisition Agreement and/or the Facilities Agreement which in the opinion of the Joint Bookrunners is material in the context of the Rights Issue, Admission or the issue of the New Greencore Shares or the underwriting of the New Greencore Shares and in each case prior to Admission; and
no matter requiring a supplement to the Prospectus or this Circular having arisen between the time of publication of this Circular and Admission and no such supplement being published by Greencore before Admission, other than, in each case, the supplemental prospectus to be published by Greencore by no later than 5 December 2016 (or such later date as the Joint Bookrunners and the Joint Sponsors may agree in writing) incorporating by reference the Greencore Group's audited consolidated financial statements for the year ended 30 September 2016 into the Prospectus.

If these conditions are not satisfied or (where permitted) waived by the Joint Bookrunners together with the Joint Sponsors and, as the case may be, the Joint Sponsors, by the required time and date or become incapable of being satisfied by the required time and date, the Underwriters' and the Joint Sponsors' respective obligations shall cease and terminate in which case the Rights Issue will be revoked and will not proceed and the provisional allotments of New Greencore Shares will lapse. The Underwriters do not have any rights to terminate the Underwriting Agreement following Admission.

Further details relating to the Underwriting Agreement are set out in paragraph 7.2 of Part VII (Additional Information) of this Circular.

Subject to the passing of the Transaction Resolutions, it is expected that: (a) the Provisional Allotment Letters will be dispatched to Qualifying Non-CREST Shareholders (other than those having an address in the US or any Excluded Territory) on 7 December 2016; and (b) the CREST stock accounts of Qualifying CREST Shareholders (other than those having an address in the US or any Excluded Territory) will be credited with the relevant entitlement to Nil Paid Rights on as soon as practicable after 8.00 a.m. on 8 December 2016.

8. Dividend policy

Shareholders will be asked at the forthcoming AGM on 31 January 2017 to approve a final dividend of 4.10 pence per Ordinary Share in respect of the financial year ended 30 September 2016. Greencore paid an interim dividend of 2.55 pence per Ordinary Share for the financial year ended 30 September 2016. Greencore paid a final dividend of 3.75 pence per share, together with an interim dividend of 2.40 pence per Ordinary Share for the financial year ended 25 September 2015; 2014: final dividend of 3.25 pence per share and interim dividend of 2.20 pence per share; 2013: final dividend of 2.90 pence per share and interim dividend of 1.90 pence per share.

	2015	2014	2013
Dividend per share (interim)	2.40 pence	2.20 pence	1.90 pence
Dividend per share (final)	3.75 pence	3.25 pence	2.90 pence
Dividend per share (interim and final)	6.15 pence	5.45 pence	4.80 pence

Reflecting the confidence that the Directors have with respect to the benefits of the Acquisition, and the cash-generative potential of the Greencore Group, it is intended that following Completion of the Acquisition, Greencore will continue with a progressive dividend policy in line with the current payout ratio of 30% to 40% of Adjusted Earnings. This does not mean that the Greencore Group's or the Combined Group's dividend payout ratio will necessarily be at the level stated and this statement does not constitute a profit forecast and should not be interpreted to mean that future Adjusted EPS, profits, margins, and/or cashflow will support such a dividend policy.

Financial effects of implementing the Acquisition

On a pro forma basis and assuming that the Acquisition, the Rights Issue and the Acquisition Refinancing had each been completed on 30 September 2016, the Combined Group would have had net assets of £693.3 million at that date (based on the net assets of the Greencore Group and the Peacock Group as at 30 September 2016). On a pro forma basis, and assuming Completion of the Acquisition (including the payment of related costs) the Combined Group would have net Operating Profit of £136.6 million, revenue of £2,182.6 million and Adjusted EBITDA of £189.3 million on the basis that the Acquisition and the Acquisition Refinancing happened on 30 September 2016 (based on the unaudited income statement of the Greencore Group for the financial year ended 30 September 2016 and of the Peacock Group for the 12 months ended 25 September 2016).

Given the strong earnings and growth profile of Peacock and the realisation of synergies outlined below, the Directors expect the Acquisition to significantly enhance earnings from the first full year after Completion. This statement does not constitute a profit forecast nor should it be interpreted to mean that the future Adjusted EPS, profits, margins and/or cashflow of the Greencore Group or the Combined Group will necessarily match or exceed the historic published Adjusted EPS, profits, margins and/or cashflow of the Greencore Group.

The Directors have also targeted for the return on capital employed as part of the Acquisition to exceed the Greencore Group’s current weighted average cost of capital with effect from the first financial year after Completion.

The Directors expect the Acquisition to significantly increase operating cash generation as a result of the contribution of the Peacock business and the achievement of cost synergies, in addition to the utilisation of tax attributes on the basis described below. This cash generation will enable a strong deleveraging profile for the Combined Group.

The Directors believe that the Acquisition will deliver annualised cost synergies of at least $15 million as a result of combining the operations of Peacock with the Greencore Group’s US division. Approximately 90% of these cost synergies are expected to be realised by the end of the financial year to September 2018, with the balance in the following year. The Directors expect that the realisation of these synergies will require one-off cash expenditures of up to $20 million, of which approximately 70% will be incurred in the financial year to September 2017, with the balance in the following financial year.

On Completion, it is expected that the Greencore Group will acquire the historical tax assets of Peacock comprised of federal tax losses carry forwards resulting from prior operating losses and accelerated capital allowances. The amount of historical tax assets estimated to be available to the Combined Group subsequent to the Acquisition is at least $65 million. In addition, the Greencore Group itself has a range of historical tax assets comprised of federal tax losses carry forwards. The utilisation of these assets combined with other tax synergies arising from the combination of the businesses is expected to lead to the Combined Group paying limited levels of cash tax in the US in the medium term.

For further discussion on the pro forma financial effects, together with the basis of preparation of the above statements, see Part V (Unaudited Pro Forma Financial Information of the Combined Group) of this Circular.

Regulatory clearance

The US merger clearance filing under the HSR Act referred to above will be made shortly after the publication of this Circular. The initial waiting period for the US filing is 30 calendar days, which can be extended upon the regulatory authority deciding that further investigation is warranted. Where no investigation is warranted, this initial waiting period (or any extension) may be terminated early by the

regulatory authority, if requested by the parties. Greencore does not expect any significant regulatory issues to arise as a result of this filing.

11. Risk factors

For a discussion of the risks and uncertainties which you should take into account when considering whether to vote in favour of the Transaction Resolutions, please refer to Part III (Risk Factors) of this Circular.

12. Listing of New Greencore Shares

Applications will be made to the UKLA for the New Greencore Shares (issued in connection with the Rights Issue) to be admitted to listing on the premium segment of the Official List and to the London Stock Exchange for the New Greencore Shares to be admitted to trading (nil paid and fully paid) on its main market for listed securities. It is expected that Admission of the New Greencore Shares will become effective and that dealings (for normal settlement) in the New Greencore Shares will commence on the London Stock Exchange, nil paid, at 8.00 a.m. on 8 December 2016 (whereupon an announcement will be made by Greencore to a Regulatory Information Service).

13. Shareholder Voting and Extraordinary General Meeting

The Acquisition and the Rights Issue are subject to the approval of the Transaction Resolutions by Shareholders. Set out on page 148 of this Circular is a notice convening the Extraordinary General Meeting, to be held at 11.00 a.m. on 7 December 2016 at The Westin Dublin Hotel, College Green, Westmoreland Street, Dublin, D02 HR67, Ireland. The purpose of the meeting is to consider, and if thought fit, approve the Resolutions set out in that notice.

The full text of the Resolutions is set out in the notice of the Extraordinary General Meeting. In the event that any of Resolutions 1, 2, 3 or 4 (the "Transaction Resolutions") are not passed, the Acquisition and the Rights Issue will not proceed. Resolution 5 is subject to completion of the Rights Issue, but neither the Acquisition nor the Rights Issue is conditional on the approval of Resolution 5.

If passed, Resolutions 1 to 4 will authorise the Acquisition and the Rights Issue substantially on the terms and subject to the conditions summarised in paragraphs 4 (Information on Peacock), 5 (Principal Terms of the Acquisition) and 6 (Financing of the Acquisition and use of the issue proceeds) of this Part I. The passing of the ordinary resolutions (Resolutions 1, 2 and 3) requires the support of a simple majority of the votes cast (whether in person or by proxy) at the Extraordinary General Meeting in respect of such ordinary resolutions. The passing of the special resolutions (Resolutions 4 and 5) requires the support of not less than 75% of the votes cast (whether in person or by proxy) at the Extraordinary General Meeting in respect of such special resolutions.

If you would like to vote on the Resolutions but cannot attend the Extraordinary General Meeting, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the Extraordinary General Meeting by using one of the methods set out in the notes to the notice of the Extraordinary General Meeting. The Resolutions are summarised as follows:

Resolution 1 – Approval of the Acquisition as a Class 1 Transaction

Resolution 1, which is proposed as an ordinary resolution, proposes that the Acquisition (to be financed by a combination of debt finance and the Rights Issue), being a class 1 transaction for the purposes of the Listing Rules, be approved and that the Directors be authorised to take all steps and enter all agreements and arrangements necessary or desirable to implement the Acquisition.