Greencore Group PLC — Share Issue/Capital Change 2011

Jan 31, 2011

Companies Acts 1963 to 2006

Special 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 special resolution was duly passed:-

The group company secretary, having explained the purpose of the special resolution, on the proposal of the chairman it was resolved that the directors be and they are hereby authorised to set the maximum and minimum price at which treasury shares of Greencore may be reissued off-market.

The maximum price provided for in the resolution is 120% of the then market price of such shares on the London Stock Exchange or the Irish Stock Exchange, and the minimum provided for in the resolution is the nominal value of the share in the case of employee share schemes and 95% of the then market price in all other cases.

This authority will expire on the date of the annual general meeting of Greencore to be held in respect of the current financial period or on the date that is 18 months after the date of the resolution, whichever is the earlier.

C. O’Leary

Company Secretary