Greencore Group PLC — Share Issue/Capital Change 2011

Jan 31, 2011

Companies Acts 1963 to 2006

Ordinary Resolution of Greencore Group Public Limited Company

(Company No: 170116)

Passed 31st January, 2011

At the Extraordinary General Meeting of the above company duly convened and held on the 31at January, 2011 at The Conrad Hotel, Earlsfort Terrace, Dublin 2 the following ordinary resolution was duly passed:-

The group company secretary, having explained the purpose of the ordinary resolution, on the proposal of the chairman it was resolved that the directors be and they are hereby authorised, to allot Greencore shares up to a maximum nominal amount equal to €43,628,940, being approximately equivalent to 33% of the nominal existing issued ordinary share capital of Greencore. The authority replaces the existing authority of the Directors to allot Greencore shares and expires at the conclusion of Greencore’s next annual general meeting to be held in respect of the current financial year or on the date that is 18 months after this resolution is passed, whichever is earlier.

C. O’Leary

Company Secretary