Greencore Group PLC — Share Issue/Capital Change 2013

Jan 29, 2013

Greencore Group Public Limited Company

Passed 29 January, 2013

Special Resolution 9

At the Annual General Meeting of the above company duly convened and held on the 29 January, 2013 at The Crowne Plaza Hotel, Northwood Business Park, Santry, Dublin 9 the following special resolution 9 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 for the purposes of Section 209 of the Companies Act, 1990 the re-issue price range at which any treasury shares (as defined by the said Section 209) for the time being held by the Company may be re-issued off-market shall be as follows:

(a) the maximum price at which a treasury share may be re-issued off-market shall be an amount equal to 120% of the “Appropriate Price; and

(b) the minimum price at which a treasury share may be re-issued off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme (as defined by Section 2(1) of the Companies (Amendment) Act 1983) operated by the Company or, in all other cases, an amount equal to 95% of the “Appropriate Price.

The authority shall expire at the close of business on the day of the next AGM of the Company or 29th July 2014 whichever is the earlier, unless previously varied or renewed in accordance with the provisions of Section 209 of the Companies Act, 1990.

C. O’Leary

Company Secretary