Announcement – Proposed Tender Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This Announcement contains Inside Information

For Immediate Release

GREENCORE GROUP PLC

Proposed return of up to £509 million by way of Tender Offer at 195 pence per Ordinary Share
and
Notice of Annual General Meeting

20 December 2018

Further to the statement made on 4 December 2018, in which Greencore Group plc (“Greencore” or the “Group”)
announced its intention to return up to approximately £509 million to Shareholders by way of a tender offer (the “Tender Offer”), Greencore today announces further details of the Tender Offer, including the pricing at 195 pence per Ordinary Share (the “Tender Price”), as well as the opening of the Tender Offer.

Highlights of the Tender Offer

• The Tender Price represents:
  • a premium of 17.5% to the closing price of 166 pence per Ordinary Share on 19 December 2018
    (being the latest practicable date prior to the release of this announcement); and
  • a premium of 11.9% to the volume weighted average price per Ordinary Share over the one month to
    19 December 2018.
• The maximum number of Ordinary Shares that may be acquired under the Tender Offer is 261,025,641, representing approximately 37% of Greencore’s Issued Ordinary Share Capital on 19 December 2018 (being the latest practicable date prior to the release of this announcement).
• The Tender Offer opens today and will close at 1.00 pm on 29 January 2019 with cash payments expected by no later than 7 February 2019.
• To the extent the full Capital Return target amount of approximately £509 million is not utilised in the Tender Offer, Greencore intends to return the balance to Shareholders promptly after the completion of the Tender Offer, currently anticipated to be by way of a special dividend.
• The Tender Offer has no impact on the payment of the final dividend of 3.37 pence per Ordinary Share to be paid on 5 February 2019, which is payable to all Shareholders on the Register at 5.00 p.m. on 11 January 2019, being the record date for such final dividend.
• Completion of the Tender Offer will be conditional on shareholder approval of the Tender Offer at the Annual General Meeting on 29 January 2019.

The preceding summary should be read in conjunction with the full text below, as well as the shareholder circular (the “Circular”), which is expected to be published later today following receipt of approval by the FCA in its capacity as UK Listing Authority and also includes notice of Greencore’s Annual General Meeting. A summary expected timetable of principal events is set out in Appendix I to this announcement.

Annual General Meeting

The Annual General Meeting is being convened for 11.00 a.m. on 29 January 2019 to consider and, if approved by
shareholders, pass a number of resolutions, including the Tender Offer Resolution, as set out in full in the Circular.

The defined terms set out in Appendix II apply to this announcement.

Click here to read the full statement.