Greencore Group PLC — Proxy Solicitation & Information Statement 2018

Dec 20, 2018

greencore group plc

Attendance Card

Please bring this card with you to the Annual General Meeting and present it at shareholder registration/accreditation

Greencore Group plc (the "Company") invites you to attend the Annual General Meeting ("AGM") of the Company to be held at The Conrad Dublin, Earlsfort Terrace, Dublin 2, DO2 V562, Ireland on Tuesday, 29 January 2019 at 11.00 a.m.

Shareholder Reference Number

Form of Proxy – Annual General Meeting ("AGM") to be held on 29 January 2019

Cast your Proxy online...It's fast, easy and secure! www.eproxyappointment.com

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 915451

SRN:

PIN:

View the Annual Report and Circular, which includes the Notice of AGM, online at: www.greencore.com

To be effective all votes must be lodged by 11.00am on 27 January 2019 (1) via the website www.eproxyappointment.com; or, (2) at the office of the Company's Registrar at Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin, D18 Y2X6; or, (3) at the registered office of the Company.

Resolutions to be voted on at the AGM are set out in the Notice of AGM in the circular of the Company dated 20 December 2018 (the "Circular"). To view the Circular and Notice of AGM, as defined in the Circular, online log on to www.greencore.com

Explanatory Notes:

1. Any member entitled to attend, speak and vote at the AGM is entitled to appoint one or more proxies (who need not be a member of the Company) to attend, speak and vote in his/her place. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). A member may appoint more than one proxy to attend and vote at the meeting provided each proxy is appointed to exercise rights attached to different shares held by that member. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a member, the full voting entitlement for that designated account). Where a poll is taken at the AGM, a member, present in person or proxy, holding more than one share is not required to cast all their votes in the same way.
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +353 (0) 1 431 9832 or you may photocopy the reverse only of this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. To be effective, the completed Form of Proxy together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be deposited with the Registrar of the Company before the deadline set out above. A member wishing to appoint a proxy by electronic means may do so on the Registrar's website www.eproxyappointment.com. Details of the requirements are set out in the box above. A member who wishes to appoint more than one proxy by electronic means must contact the Registrar by sending an email to clientservices@computershare.ie

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.

1. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
2. Pursuant to Section 1105 of the Companies Act 2014 and Regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations 1996, entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company as at 6.00 p.m. on 27 January 2019 (or in the case of an adjournment as at the close of business on the day which is two days before the date of the adjourned meeting). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the AGM.
3. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 11.00 a.m. on 27 January 2019. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations 1996.
4. The above is how your address appears on the Register of Members. If this information is incorrect please phone the registrar's helpline on +353 (0) 1 431 9832 to request a change of address form or go to www.investorcentre.com/ie to use the online Investor Centre service.
5. Any alterations made to this form should be initialled.
6. The appointment of a proxy will not preclude a shareholder from attending the meeting and voting in person.

All Holders

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Poll Card To be completed only at the AGM if a Poll is called.

Resolutions

	For	Against	Vote Withheld
1. Following a review of the Company's affairs to receive and consider the financial statements and reports.	☐	☐	☐
2. To declare a final ordinary dividend.	☐	☐	☐
3. To re-appoint the following Directors:
(a) Gary Kennedy	☐	☐	☐
(b) Patrick Coveney	☐	☐	☐
(c) Eoin Tonge	☐	☐	☐
(d) Sly Bailey	☐	☐	☐
(e) Heather Ann McSharry	☐	☐	☐
(f) John Moloney	☐	☐	☐
(g) Helen Rose	☐	☐	☐
(h) John Warren	☐	☐	☐
	For	Against	Vote Withheld
---	---	---	---
4. To authorise the Directors to fix the auditor's remuneration.	☐	☐	☐
5. To receive and consider the Annual Report on Remuneration.	☐	☐	☐
6. To appoint Deloitte as auditor of the Company.	☐	☐	☐
7. To authorise the Company to make market purchases of the Company's shares in connection with the Tender Offer.	☐	☐	☐
8. To authorise the Company to make market purchases of the Company's shares.	☐	☐	☐
9. To authorise the Directors to issue shares.	☐	☐	☐
10. To disapply statutory pre-emption rights.	☐	☐	☐
11. To authorise the re-allotment of treasury shares.	☐	☐	☐

Signature

Form of Proxy

Please use a black pen. Mark with an X inside the box as shown in this example. ☑

I/We, being a shareholder/shareholders of Greencore Group plc hereby appoint the Chairman of the AGM OR the following person

	*

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s). Please include address if you have selected a person other than the Chairman.

as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf on any matter at the AGM of Greencore Group plc to be held at The Conrad Dublin, Earlsfort Terrace, Dublin 2, DO2 V562, Ireland on Tuesday, 29 January 2019 at 11.00 a.m., and at any adjournment of that meeting.

• For the appointment of more than one proxy, please refer to Explanatory Notes 2 and 3 (see front).

☐ Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Resolutions

	For	Against	Vote Withheld
1. Following a review of the Company's affairs to receive and consider the financial statements and reports.	☐	☐	☐
2. To declare a final ordinary dividend.	☐	☐	☐
3. To re-appoint the following Directors:
(a) Gary Kennedy	☐	☐	☐
(b) Patrick Coveney	☐	☐	☐
(c) Eoin Tonge	☐	☐	☐
(d) Sly Bailey	☐	☐	☐
(e) Heather Ann McSharry	☐	☐	☐
(f) John Moloney	☐	☐	☐
(g) Helen Rose	☐	☐	☐
(h) John Warren	☐	☐	☐
	For	Against	Vote Withheld
---	---	---	---
4. To authorise the Directors to fix the auditor's remuneration.	☐	☐	☐
5. To receive and consider the Annual Report on Remuneration.	☐	☐	☐
6. To appoint Deloitte as auditor of the Company.	☐	☐	☐
7. To authorise the Company to make market purchases of the Company's shares in connection with the Tender Offer.	☐	☐	☐
8. To authorise the Company to make market purchases of the Company's shares.	☐	☐	☐
9. To authorise the Directors to issue shares.	☐	☐	☐
10. To disapply statutory pre-emption rights.	☐	☐	☐
11. To authorise the re-allotment of treasury shares.	☐	☐	☐

☐ Please tick here to indicate that this proxy instruction is in addition to a previous instruction. Otherwise it will overwrite any previous instruction.

I/We would like my/our proxy to vote on the resolutions proposed at the AGM as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

DD / MM / YY

In the case of a corporation, this proxy must be given either under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

EXT1746 14 GCGB
sterling 171916