Greencore Group PLC — Share Issue/Capital Change 2012

Feb 9, 2012

Companies Acts 1963 to 2009

Ordinary Resolution of Greencore Group Public Limited Company

(Company No: 170116)

Passed 9 February, 2012

At the Annual General Meeting of the above company duly convened and held on the 9 February, 2012 at The Crowne Plaza Hotel, Northwood Business Park, Santry, Dublin 9 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 are authorised to capitalise such amount in Sterling standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account which is not available for distribution by issuing Ordinary Shares of Stg£0.01 each as a fully paid bonus shares to the members of the Company who would have been entitled to that sum if it were distributable and had been distributed by way of dividend on the basis that each such member shall receive one new Ordinary Share of Stg£0.01 each for every Ordinary Share of €0.01 each held by such member on such date and time as the Directors shall resolve.

C. O’Leary

Company Secretary