Greencore Group PLC — Share Issue/Capital Change 2012

Feb 9, 2012

Companies Acts 1963 to 2009

Special 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 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 each of the Ordinary Shares of €0.01 each in the capital of the Company be converted into one Deferred Share of €0.01 in the capital of the Company each carrying the rights and obligations, including special rights and obligations, set out in the new Memorandum and Articles of Association of the Company and the holders of the Ordinary Shares approved such conversion for all purposes, including to the extent they constitute the amendment of the rights attaching to the Ordinary Shares.

C. O’Leary

Company Secretary