Notice of AGM & Circular, containing Notice of EGM

21 December 2020

GREENCORE GROUP PLC

("Greencore" or the "Company")

Greencore announces that its 2020 Annual Report and Financial Statements, Notice of the 2021 Annual General Meeting ("AGM") (together with the Chairman's Letter to Shareholders) and Form of Proxy are being issued to shareholders today.

Greencore also announces that an extraordinary general meeting ("EGM") will be held at 11.00a.m., or, if later, as soon as possible thereafter as the AGM shall have been concluded or adjourned, on the same date and at the same venue (the AGM and EGM together, the "Meetings").

The business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with a system operated by Euroclear Bank SA/NV for the electronic settlement of trading in the Company's ordinary shares ("Resolutions").  Approval of the Resolutions is necessary to ensure the Company's shares can continue to be settled electronically when they are traded on the London Stock Exchange and remain eligible for continued admission to trading and listing on that exchange.

The circular which includes the notice of the EGM ("Circular") and a Form of Proxy relating to the EGM are being issued to shareholders today.  The Board strongly urges shareholders to review the contents of the Circular in their entirety, including the documents referred to therein (a copy of which can be found on the Company's website, www.greencore.com), and consider the Board's recommendation to vote in favour of the Resolutions.

Public Health Guidelines and the Meetings

The wellbeing of stakeholders, in particular our shareholders, colleagues and service providers is a primary concern for the Directors of the Company. Due to the ongoing restrictions on gatherings and travel, save for very limited purposes, under the regulations and the guidance issued by the Government of Ireland and the Department of Health relating to COVID-19, the Meetings will proceed under very constrained circumstances and it is expected that the Meetings will only be able to proceed with the minimum number of shareholders required to establish a quorum under the Articles of Association.

Shareholders are requested not to attend the Meetings in person and instead to appoint the Chairman of the relevant meeting (or their substitute(s)) as their proxy by submitting proxy forms to ensure they can vote and be represented at the Meetings without attending in person. If shareholders wish to listen live to the proceedings of the Meetings, they can do so by availing of the telephone facility, which is accessed by dialling the number or the audio webcast set out below. Shareholders with questions can submit those questions in writing in advance of the Meetings, either by post or by email to the addresses set out below and in the Circular and the Notice of the AGM.

We will be seeking to conduct the Meetings as safely and efficiently as possible and in compliance with applicable law and guidance in effect in connection with COVID-19 at the time of the Meetings.

In the event that it is not possible to convene and hold the Meetings either in compliance with applicable public health guidelines or requirements, applicable law or where it is otherwise considered that proceeding with the Meetings as planned poses an unacceptable health and safety risk, the Meetings may be adjourned or postponed to a different time and/or venue, in which case notification of such adjournment or postponement will be given in accordance with applicable law.

The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the Meetings, including any changes to the arrangements outlined in the Notice of AGM and Circular, will be announced via a Regulatory Information Service and will be available on www.greencore.com.  

Further information in relation to the Meetings

Documents

The following documents have been posted or made available to shareholders today:

(i)         Notice of the 2021 AGM (together with the Chairman's Letter to Shareholders);

(ii)         Circular, which includes the Notice of the EGM and Chairman's Letter;

(iii)        AGM Form of Proxy; and

(iv)        EGM Form of Proxy.

The Circular, EGM Form of Proxy and copies of the documents referred to in the Circular will be available for inspection during normal business hours on any business day from the date of this notice up to the date of the Meetings at the Company's registered office at No. 2 Northwood Avenue, Northwood Business Park, Santry, Dublin 9, D09 X5N9, Ireland and at Arthur Cox's London office at 12 Gough Square, London, EC4A 3DW, United Kingdom. In accordance with applicable regulations and public health guidelines in force in Ireland and the UK in connection with COVID-19, the Company requests shareholders not to attend these offices but instead to inspect the documents on the Company's website.

All documents, including a copy of the Articles of Association in the proposed amended form, are also available on the Greencore website, www.greencore.com and will remain available up to the date of the Meetings.

The 2020 Annual Report and Financial Statements is available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.The Notice of the AGM, the AGM Form of Proxy, Circular, EGM Form of Proxy and proposed amended Articles of Association will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 Listening live to the Meetings

If you wish to listen live to the proceedings of the Meetings, you can do so by availing of the telephone facility which you access by dialling one of the following numbers at the time of the Meetings*:

Ireland: +353 (0)1 536 9584 or 1800 94 8271

UK: +44 (0)20 3936 2999 or 0800 640 6441

All other locations: +44 (0)20 3936 2999

Shareholder participation code: 475170

*Shareholders are advised to have their Shareholder Reference Number ("SRN") as set out on their Form of Proxy available if using the above contact numbers.  Shareholders are also requested to check our website www.greencore.com for any updates in relation to the Meetings.

Alternatively, shareholders will be able to listen live to the Meetings through an audio webcast where there will be a facility to submit questions online during the Meetings. Details of the audio webcast will be available in the Investor Relations section on our website, www.greencore.com, in advance of the Meetings. To access the webcast, shareholders will be requested to confirm their SRN.

Shareholders availing of the telephone or audio webcast facilities should also please ensure to submit their Forms of Proxy by the relevant deadline in advance of the Meetings, as it will not be possible to vote using these facilities.

Questions

If you wish to submit a question in advance of the Meetings, please send your question(s) in writing with evidence of your identity and shareholding to be received in advance of the EGM by email to [email protected], or by post to the Group Company Secretary at Greencore Group plc, No. 2 Northwood Avenue, Northwood Business Park, Santry, Dublin 9, D09 X5N9, Ireland. We intend to respond to questions either directly or on our website, www.greencore.com.

Jolene Gacquin

Group Company Secretary

Greencore Group plc

No. 2 Northwood Avenue

Northwood Business Park

Santry

Dublin 9

D09 X5N9

Tel: +353 (0) 1 486 3309

Important Note

Announcements relating to the Meetings and the Circular contain (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events, including the Migration, and the Company's future financial condition and performance.  These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict (certain of which are set out in the Circular with respect to the Migration).

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.  In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. The information contained in this announcement, including the forward-looking statements, speaks only as of the date of this announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein save where indicated in the Circular, whether as a result of new information, future events or otherwise, except to the extent required by the Central Bank of Ireland, the UK Financial Conduct Authority, the London Stock Exchange, or by applicable law.

The defined terms set out in Part 9 of the Circular have the same meaning herein.