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Greencore Group PLC — Proxy Solicitation & Information Statement 2025
Dec 19, 2025
10492_agm-r_2025-12-19_c83a8c84-aa4a-4603-b2bd-506edbc37dff.pdf
Proxy Solicitation & Information Statement
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Attendance Card
Greencore Group plc (the 'Company') would like to inform you that the Annual General Meeting (the 'AGM') of the Company will be held at the Maldron Hotel Dublin Airport, Dublin Airport, Co. Dublin, K67 T6P6, Ireland on Thursday, 29 January 2026 at 09.30 a.m. (Irish time).
This card is for the purposes of registration and accreditation when attending the AGM. Every holder of Ordinary Shares has the right to attend, speak, ask questions and vote at the AGM in-person.
Shareholder Reference Number
Form of Proxy - Annual General Meeting (the 'AGM') to be held on Thursday, 29 January 2026

Cast your Proxy online...It's fast, easy and secure!
www.eproxyappointment.com
You will be asked to enter the Control Number, SRN and PIN shown opposite and agree to certain terms and conditions.
Control Number: 921150
ŠRN:
PIN:

Resolutions to be voted on at the AGM are set out overleaf and in the Notice of AGM of the Company dated 19 December 2025.
To view the 2025 Annual Report and Financial Statements and the Notice of AGM, log on to www.greencore.com.
To submit a question in advance of the AGM, send an email to [email protected] or write to the Group General Counsel and Company Secretary at the registered office of the Company.
To be effective, all votes must be lodged by 09.30 a.m. (Irish time) on Tuesday, 27 January 2026 either (1) via the website www.eproxyappointment.com; (2) at the office of the Company's Registrar at Computershare Investor Services (Ireland) Limited, P.O. Box 13030, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland; or (3) at the registered office of the Company.
Explanatory Notes:
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- Any shareholder 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 Chair of the AGM, please insert the name and address of your chosen proxy holder in the space provided (see reverse). A shareholder 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 him or her. 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. Persons appointed as a proxy or corporate representative for a shareholder, including CDI Holders or EB Participants (as defined in the Notice of AGM) who have appointed themselves as proxy as set out in Notes 6 and 7 of the Notice of AGM, should make themselves known to the personnel at the registration desk in order to gain entry to the meeting.
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- To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Company's 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.
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- 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 Company's Registrar before the deadline set out above. A shareholder wishing to appoint a proxy by electronic means may do so on the Company's Registrar's website www.eproxyappointment.com. Details of the requirements are set out in the box above. A shareholder who wishes to appoint more than one proxy by electronic means
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must contact the Company's Registrar by sending an email to [email protected].
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- 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.
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- Pursuant to Section 1087G of the Companies Act 2014 (as amended), 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 the close of business (deemed to be 6.00 p.m. (Irish time)) on Sunday, 25 January 2026 (or in the case of an adjournment as at the close of business on the day which is four 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.
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- All proxy voting instructions whether submitted directly by way of a completed Form of Proxy in the case of holders of Ordinary Shares book-entry form or through the Euroclear System (in the case of EB Participants) or CREST (in the case of CDI Holders) must be received by the Company's Registrar by no later than 09.30 a.m. (firsh time) on Tuesday, 27 January 2026 (or, in the case of an adjournment, no later than 48 hours before the time fixed for holding the adjourned meeting). Persons holding interests in Ordinary Shares through the Euroclear System or CREST (via a holding in CDIs) will also need to comply with any additional voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.
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- The above is how your address appears on the Register of Members. If this information is incorrect, please phone the Company's 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.
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- Any alterations made to this form should be initialled.
- The appointment of a proxy will not preclude a registered member from attending the meeting and voting in person.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and the Company's Registrar, Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.
| All Holders | ||
|---|---|---|
| Resolutions | niy if a P For |
IIEO Abstain |
For | Against | Abstain | |||
|---|---|---|---|---|---|---|---|---|
| Following a review of the Company's affairs, to receive and consider the financial statements and reports. | 5. | To receive and consider the 2026 Remuneration Policy. | ||||||
| To declare and pay a final dividend of 2.60 pence per Ordinary Share for the year ended 26 September 2025. | 6. | To consider the continuation of Deloitte Ireland LLP as auditor. | ||||||
| 3. To re-appoint the following Directors: | 7. | To authorise the Directors to fix the auditor's remuneration. | ||||||
| 3.(a) Leslie Van de Walle | 8. | To authorise the convening of an extraordinary general meeting with at least fourteen clear days' notice. | ||||||
| 3.(b) Dalton Philips | 9. | To authorise the Directors to allot shares. | ||||||
| 3.(c) Catherine Gubbins | 10. | To dis-apply statutory pre-emption rights in certain circumstances (relating to rights issues or other issues up to a limit of 10% of | ||||||
| 3.(d) Linda Hickey | 11. | issued share capital (excluding treasury shares)). To dis-apply pre-emption rights in certain circumstances (relating | $\overline{\Box}$ | $\overline{\Box}$ | $\overline{\Box}$ | |||
| 3.(e) Alastair Murray | - | to acquisitions or other capital investments up to a limit of 10% of issued share capital (excluding treasury shares)). | _ _ _ | |||||
| 3.(f) Anne O'Leary | To authorise the Company to make market purchases of the Company's shares. | |||||||
| 3.(g) Helen Rose | 13. | To authorise the price range for the re-issue of treasury shares off-market. | ||||||
| 3.(h) Harshitkumar (Hetal) Shah | 14. | To adopt the amended 2023 Performance Share Plan. | ||||||
| 4. To receive and consider the Annual Report on Remuneration. | Sig | nature | ||||||
| Form of Proxy | ||||||||
| You can also instruct your proxy not to vote on a resolution b I/We, being a shareholder/shareholders of Greencore the Chair of the AGM, with full power of substitution, C | Group plo | c hereby | appoint | 1 | .:.O' | |||
| X | ||||||||
| *** Please leave this box blank if you are appointing a proxy in res number of shares in relation to which they are authorised to act. **** For the appointment of more than one proxy, please refer to E I/We would like my/our proxy to vote on the resolutions fit or abstain in relation to any business of the meeting |
Explanatory s proposed |
Notes 2 ar | nd 3 (see fror | nt). | ||||
| Resolutions | For | Against | Abstain | lr | To reach a and consider the 2004 Demonstration | For | Against | Abstain |
| Following a review of the Company's affairs, to receive and consider the financial statements and reports. | 5. | To receive and consider the 2026 Remuneration Policy. | Ш | |||||
| 2. To declare and pay a final dividend of 2.60 pence per Ordinary Share for the year ended 26 September 2025. | 6. | To consider the continuation of Deloitte Ireland LLP as auditor. | ||||||
| 3. To re-appoint the following Directors: | 7. | To authorise the Directors to fix the auditor's remuneration. | ||||||
| 3.(a) Leslie Van de Walle | 8. | To authorise the convening of an extraordinary general meeting with at least fourteen clear days' notice. | ||||||
| 3.(b) Dalton Philips | 9. | To authorise the Directors to allot shares. | П | П | П | |||
| 3.(c) Catherine Gubbins | 10. | To dis-apply statutory pre-emption rights in certain | $\overline{\Box}$ | 一 | 一 | |||
| 3.(d) Linda Hickey | circumstances (relating to rights issues or other issues up to a limit of 10% of issued share capital (excluding treasury shares)). | |||||||
| 3.(e) Alastair Murray | 11. | To dis-apply pre-emption rights in certain | $\Box$ | $\Box$ | $\overline{\Box}$ | |||
| 3.(f) Anne O'Leary | circumstances (relating to acquisitions or other capital investments up to a limit of 10% of issued share capital (excluding treasury shares)). | ш | ||||||
| 3.(g) Helen Rose | 12. | To authorise the Company to make market purchases | $\Box$ | $\Box$ | $\overline{\Box}$ | |||
| 3.(h) Harshitkumar (Hetal) Shah | 13. | of the Company's shares. To authorise the price range for the re-issue of treasury | 一一 | 一 | 一 | |||
| To receive and consider the Annual Report on Remuneration. | 14. | shares off-market. To adopt the amended 2023 Performance Share Plan. | 븕 | 븕 | 븕 | |||
| Signature | Date | _ | _ | |||||
| Orginaturo | 1 | In the case of a corporation, this proxy must be | e given ur | nder its co | ommon | |||
| DD/ | MM / | ΥY | seal or be signed on its behalf by an attorney of stating their capacity (e.g. director, secretary). | or officer o | July autho | orised, |