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 of the Company be and are hereby generally and unconditionally authorised to exercise all the powers of the Company for the purposes of section 20 of the Companies (Amendment) Act, 1983 (the “1983 Act”) to allot relevant securities (within the meaning of section 20 of the 1983 Act) up to a maximum nominal amount equal to Stg£1,282,719 provided that this authority shall expire at the close of business on the date of the next Annual General Meeting of the Company to be held in 2013 or 9 August, 2013, whichever is the earlier.

C. O’Leary

Company Secretary