Form 38.5 Greencore Group

Form 38.5 Greencore Group

GOODBODY STOCKBROKERS

Form 38.5

IRISH TAKEOVER PANEL

DISCLOSURE UNDER RULE 38.5 OF THE IRISH TAKEOVER PANEL ACT, 1997,

TAKEOVER RULES, 2007 (AS AMENDED)

DEALINGS BY CONNECTED EXEMPT MARKET-MAKERS

1 KEY INFORMATION

Name of exempt market-maker	Â	Goodbody Stockbrokers
Company dealt in		Greencore Group plc
Class of relevant security to which the dealings being disclosed relate (Note 1)		Ord EUR0.01
Date of dealing		23 November 2011

2 DEALINGS (Note 2)

(a) Purchases and sales

Total number of relevant securities acquired	Â	Highest price paid (Note 3)	Â	Lowest price paid (Note 3)
80,416		€0.72		€0.697

Total number of relevant securities disposed	Â	Highest price received (Note 3)	Â	Lowest price received (Note 3)
50,000		0.72		0.72

(b) Derivatives transactions (other than options transactions)

Product name,	Â	Nature of transaction	Â	Number of relevant securities	Â	Price per unit
e.g. CFD		(Note 4)		(Note 5)		(Note 3)

(c) Options transactions in respect of existing relevant securities

(i) Writing, selling, purchasing or varying

Product name, e.g. call option

Â

Writing, selling, purchasing, varying etc.

Â

Number of securities to which the option relates (Note 5)

Â

Exercise price

Â

Type, e.g. American, European etc.

Â

Expiry date

Â

Option money paid/received per unit (Note 3)

AP18

(ii) Exercising

Product name, e.g. call option

Number of securities

Exercise price per unit (Note 3)

3. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights or any relevant securities under any option referred to on this form relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced . If none, this should be stated.

None

Date of disclosure	Â	24 November 2011
Contact name		Tim Dyball
Telephone number		01 641 6084
Name of offeree/offeror with which connected		Greencore Group plc
Specify category and nature of associate status (Note 6)		Advisor to the offeree

NOTES ON FORM 38.5

1 See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.

2 See the definition of “dealing” in Rule 2.1 of Part A of the Rules.

3 For all prices and other monetary amounts, the currency must be stated.

4 If a long position has been increased or decreased as a result of the dealing, write

“increased long” or “decreased long” respectively. If a short position has been

increased or decreased as a result of the dealing, write “increased short” or

“decreased short” respectively. If the dealing has not resulted in a long or short

position being increased or reduced, give details of the variation or other dealing.

5 See Rule 2.7(d) of Part A of the Rules.

6 See the definition of “connected market-maker” in Rule 2.3 of Part A of the Rules.

For full details of disclosure requirements, see Rules 8 and 38.5 of the Rules.

If in doubt, consult the Panel.

References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2007 (as amended).