Result of AGM

Greencore Group PLC

29 January 2026

 

29 January 2026

GREENCORE GROUP PLC

Results of Annual General Meeting

Greencore Group plc (the 'Company') announces that each resolution proposed at the Annual General Meeting ('AGM') of the Company held today, Thursday, 29 January 2026, was passed.

The full text of each resolution was included in the Notice of the Annual General Meeting of the Company published on 19 December 2025 (the 'Notice') and made available on www.greencore.com.

A full list of the votes received will shortly be available for inspection on the Company's website, www.greencore.com.

Resolution	VOTES FOR	VOTES AGAINST	Resolution	VOTES FOR	VOTES AGAINST
	%	%		%	%
1	100.00	0.00	5	97.49	2.51
2	99.86	0.14	6	99.01	0.99
3 (a)	98.90	1.10	7	99.08	0.92
3 (b)	99.97	0.03	8	98.40	1.60
3 (c)	99.90	0.10	9	99.65	0.35
3 (d)	98.81	1.19	10	99.66	0.34
3 (e)	99.07	0.93	11	98.12	1.88
3 (f)	99.98	0.02	12	99.98	0.02
3 (g)	99.08	0.92	13	99.99	0.01
3 (h)	99.85	0.15	14	98.41	1.59
4	96.95	3.05

In accordance with the Financial Conduct Authority's ('FCA') Listing Rules, a copy of each of the resolutions passed at the Annual General Meeting has been forwarded to the FCA and will shortly be available for inspection at the following location: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Capitalised words and expressions in this announcement shall, unless the context provides otherwise, have the same meanings as in the Notice.

Special Business considered at the Annual General Meeting

For the purposes of Listing Rule 6.4.13, the resolutions approved by shareholders included the following items of special business:

Resolution 9:

'That the Directors of the Company be and are hereby generally and unconditionally authorised to exercise all the powers of the Company for the purposes of Section 1021 of the Companies Act 2014, to allot relevant securities (within the meaning of Section 1021 of the Companies Act 2014), up to £1,461,840.57, being an amount equal to approximately 33% of the aggregate nominal value of the issued Ordinary Share capital of the Company as at 15 December 2025 and that this authority shall expire at the close of business on the date of the next AGM of the Company to be held in 2027 or 29 April 2027, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired'.

Resolution 10:

'That the Directors be and are hereby empowered pursuant to Section 1022 and Section 1023 of the Companies Act 2014, to allot equity securities (within the meaning of Section 1023 of the Companies Act 2014) for cash pursuant to Resolution 9 as if sub-section (1) of the said Section 1022 did not apply to any such allotment provided that this power shall be limited to:

(a) the allotment of equity securities in connection with any rights issue, open offer, or other pre-emptive offer in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of Ordinary Shares held by them (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with the laws of any territory or the requirements of any regulatory body or any stock exchange in any territory or legal or practical problems in connection with fractional entitlement, securities laws or otherwise);

(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate maximum nominal value of £442,981.99, being approximately 10% of the aggregate nominal value of issued Ordinary Share capital of the Company as at 15 December 2025 provided that any treasury shares re-allotted pursuant to Resolution 13 of this Notice of AGM shall be included in the calculation of such aggregate maximum nominal value; and

(c) the allotment of equity securities pursuant to Article 120(b) of the Company's Articles of Association.

This authority shall expire at the close of business on the date of the next AGM of the Company to be held in 2027 or 29 April 2027, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired'.

Resolution 11:

'That the Directors be and are hereby empowered pursuant to Section 1022 and Section 1023 of the Companies Act 2014, to allot equity securities (within the meaning of Section 1023 of the Companies Act 2014) for cash pursuant to Resolution 9 as if sub-section (1) of the said Section 1022 did not apply to any such allotment and in addition to any authority granted under Resolution 10 as if Section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the proceeds of any such allotment are to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of the notice containing this resolution; and

(b) the nominal value of all equity securities allotted pursuant to this authority, together with the nominal value of all Treasury Shares re-issued pursuant to Resolution 13, may not exceed £442,981.99, representing approximately 10% of the issued share capital of the Company (excluding Treasury Shares) as at 15 December 2025.

This authority shall expire at the close of business on the date of the next AGM of the Company to be held in 2027 or 29 April 2027, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired'.

Resolution 12:

'That the Company and/or any of its subsidiaries be and are hereby generally authorised to make market purchases or overseas market purchases (as defined in Section 1072 of the Companies Act 2014), of shares of any class (except the Special Share (as defined in the Articles of Association)) in the Company (the 'Share' or 'Shares') on such terms and conditions and in such manner as the Directors may from time to time determine but subject to the provisions of the Companies Act 2014 and to the following restrictions and provisions:

 (a) the maximum number of Shares authorised to be acquired pursuant to the terms of this resolution shall be such number of Shares whose aggregate nominal value shall not exceed £442,981.99, being approximately 10% of the aggregate nominal value of the issued Ordinary Share capital of the Company as at 15 December 2025;

 (b) the minimum price which may be paid for any Share shall be the nominal value of the Share;

 (c) the maximum price (excluding expenses) which may be paid for any Share in the Company (a 'Relevant Share') shall be the higher of:

 (i) 5% above the average of the closing prices of a Relevant Share taken from the Official List of the London Stock Exchange for the five business days prior to the day the purchase is made; and

 (ii) the value of a Relevant Share calculated on the basis of the higher of the price quoted for:

 (A) the last independent trade of; and

 (B) the highest current independent bid or offer for;

any number of Relevant Shares on the trading venue where the purchase pursuant to the authority conferred by this resolution will be carried out.

If the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent;

(d) the authority hereby granted shall expire at the close of business on the date of the next AGM of the Company to be held in 2027 or 29 April 2027, whichever is the earlier, unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company or any such subsidiary may before such expiry enter into a contract for the purchase of Shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired'.

Resolution 13:

'That for the purposes of Sections 109 and/or 1078 of the Companies Act 2014 (the 'Act') the re- allotment price range at which any treasury shares (as defined by Section 106 of the Act) for the time being held by the Company may be re-allotted (including by way of re-allotment off market) shall be as follows:

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

(b) the minimum price at which a treasury share may be re-allotted shall be the nominal value of the share where such a share is required to satisfy an obligation under an employees' share scheme (as defined by Section 64 of the Companies Act 2014) operated by the Company or, in all other cases, an amount equal to 95% of the 'Appropriate Price'.

For the purposes of this resolution the expression 'Appropriate Price' shall mean the average of the five amounts resulting from determining whichever of the following (i), (ii) or (iii) specified below in relation to shares of the class of which such treasury share is to be re-allotted shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is re-allotted, as determined from information published on the London Stock Exchange reporting the business done on each of these five business days:

(i) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

(ii) if there shall be only one dealing reported for the day, the price at which such dealing took place; or

(iii) if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day;

and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any closing price reported, for any particular day, then that day shall not count as one of the said five business days for the purposes of determining the 'Appropriate Price'. If the means of providing the foregoing information as to dealings and prices by reference to which the 'Appropriate Price' is to be determined is altered or is replaced by some other means, then the 'Appropriate Price' is to be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent.

The authority hereby conferred shall expire at the close of business on the day of the next AGM of the Company to be held in 2027 or 29 April 2027, whichever is the earlier, unless previously varied or renewed in accordance with the provisions of Sections 109 and/or 1078 of the Companies Act 2014 (as applicable) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market'.

Resolution 14:

'That the adoption by the Company of the amended Rules of the Greencore Group plc 2023 Performance Share Plan, the rules of which are captured in the document produced to the meeting, be and are hereby approved and that the Directors be authorised to adopt further plans based on the amended Rules of the Greencore Group plc 2023 Performance Share Plan but modified to take account of local tax, exchange control or securities laws in any jurisdiction, provided that any shares made available under such further plans are treated as counting towards the limits on individual or overall participation in the Greencore Group plc 2023 Performance Share Plan'.

For further information, please contact:

Damien Moynagh

Group General Counsel and Company Secretary

Greencore Group plc

4^th Floor, Block 2

Dublin Airport Central

Dublin Airport

Swords

K67 E2H3

Ireland

Tel: [phone]

About Greencore

Greencore is the UK's leading convenience food manufacturer. We bring industry-leading innovation to create high-quality, fresh and convenient food to customers and consumers.  

We supply all major UK supermarkets, convenience and travel retail outlets, discounters, coffee shops, foodservice providers, and other retailers. Our portfolio spans approximately 4,000 products across all meal occasions, including sandwiches, salads, sushi, chilled snacking, ready meals, pizza and bread, chilled soups and sauces, quiche, ambient sauces, pickles, frozen Yorkshire puddings, dips and desserts. 

In addition, we are a well-established national manufacturer of fresh meals to grocery retailers in the US, producing fresh meals, breads, dips soups, sauces and burritos out of manufacturing facilities in California, Texas and North Carolina.   

Headquartered in Dublin, Ireland, the combined entity generated approximately £4 billion in revenue in FY25 and employs around 28,000 people. 

For more information, visit www.greencore.com or follow Greencore on social media. 

 

END