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 disapply the strict statutory pre-emption provisions in the Companies Acts relating to the allotment and issue of ordinary shares in the capital of Greencore. This power will replace the existing authority of the directors to disapply the same statutory pre-emption provisions in the Companies Acts and will expire at the conclusion of the annual general meeting of Greencore 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 the earlier. The disapplication will apply to the allotment of equity securities in connection with any rights issue or any open offer to shareholders and the allotment of equity securities in connection with any rights issue or any open offer to shareholders and the allotment of shares for cash up to a maximum nominal amount equal to €6,544,341 being approximately 5% of the existing issued ordinary share capital of Greencore.

C. O’Leary

Company Secretary