Bringing Convenience to Good Food

Greencore Group plc Annual Report and Accounts 2009 plc Group Greencore About Greencore greencore.com Bringing Convenience to Greencore Group plc is a leading convenience food business with an annual turnover in excess of €1.1 billion. It has manufacturing facilities in four Annual Report and Accounts 2009 Accounts and Report Annual Good Food countries of the European Union and in the United States and employs over 7,500 people. There are two divisions within the company: Convenience Foods and Ingredients & Related Property. Greencore vision Our vision is to be a leading international food company delivering convenient, premium-quality meal and snack solutions to retailers and foodservice providers at prices the majority of today’s consumers can afford every day. Greencore will strive to be the acknowledged leader supplying markets where quality, freshness and convenience are valued.

Greencore Group plc No. 2 Northwood Avenue Northwood Business Park Santry Dublin 9 Tel: +353 1 605 1000 Fax: +353 1 605 1100 Annual Report and Accounts 2009 WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Greencore Group plc Annual Report and Accounts 2009 plc Group Greencore About Greencore greencore.com Bringing Convenience to Greencore Group plc is a leading convenience food business with an annual turnover in excess of €1.1 billion. It has manufacturing facilities in four Annual Report and Accounts 2009 Accounts and Report Annual Good Food countries of the European Union and in the United States and employs over 7,500 people. There are two divisions within the company: Convenience Foods and Ingredients & Related Property. Greencore vision Our vision is to be a leading international food company delivering convenient, premium-quality meal and snack solutions to retailers and foodservice providers at prices the majority of today’s consumers can afford every day. Greencore will strive to be the acknowledged leader supplying markets where quality, freshness and convenience are valued.

Company Overview Greencore Group plc is an Irish registered company. Its ordinary shares are quoted on the Irish Stock Exchange and the Group Facts London Stock Exchange. Greencore has a level 1 American Depositary Receipts (ADR) programme for which the Bank of 2 Greencore at a Glance > A leading international producer of New York acts as depositary (Symbol: GNCGY). Each ADR share represents four Greencore ordinary shares. 4 Chairman’s Statement Leading 5 Highlights convenience food with operations in Shareholding Statistics as at 15 December 2009 Market position Number of holders Ordinary shares Range of shares held Number % Number % Business Review the UK, the US and the Netherlands (in north east US) > > 1-1,000 5,630 50.9 2,117,500 1.0 8 Chief Executive’s Review Strong market leadership positions >Chilled entrees 1,001-5,000 4,090 37.0 9,205,092 4.5 >>Chilled salads 11 Key Performance Indicators > 5,001-10,000 736 6.7 5,198,133 2.5 14 Divisional Review in the UK convenience food market >Sandwiches 10,001-25,000 351 3.2 5,284,286 2.6 – Convenience Foods across sandwiches, chilled prepared 25,001-100,000 136 1.2 6,571,874 3.2 18 Divisional Review 100,001-250,000 45 0.4 7,083,022 3.4 meals, chilled sauces and soups, 250,001-500,000 21 0.2 7,318,777 3.6 – Ingredients & Related Property Over 500,000 46 0.4 162,928,540 79.2 22 Financial Review ambient sauces and pickles, cakes 11,055 100.0 205,707,224 100.0 26 Principal Risks and and desserts and Yorkshire puddings Uncertainties Financial Calendar 30 Corporate Responsibility Review > Extending presence outside the UK Record date for 2009 final dividend 4 December 2009 36 Board of Directors Annual General Meeting 11 February 2010 with a fast-growing convenience Payment date for 2009 final dividend 1 April 2010 Corporate Governance food business in the US Half yearly financial report May 2010 38 Directors’ Report Financial year end 24 September 2010 41 Corporate Governance Report > Interim Management Statement August 2010 An established ingredients supplier Interim dividend payment October 2010 45 Report on Directors’ Preliminary announcement of results November 2010 Remuneration with leading market positions in 50 Statement of Directors’ malt production for the brewing Advisers and Registered Office Responsibilities Company Secretary Registrar & transfer office Stockbrokers American Depositary and distilling industries in Ireland, CM Bergin BA Computershare Investor Goodbody Stockbrokers Receipts Financial Statements the UK and Belgium Dip Legal Studies Services (Ireland) Limited Ballsbridge Business Park The Bank of New York 52 Independent Auditor’s Report Market position (UK) Solicitor Heron House, Corrig Road Ballsbridge 101 Barclay Street Sandyford Industrial Estate Dublin 4 22nd Floor – West 54 Group Statement of >>Sandwiches* Key > Registered office Dublin 18 New York NY 10286 Accounting Policies >Branded chilled ready meals No. 2 Northwood Avenue Investec Securities USA 66 Group Income Statement Convenience Foods >>Quiche Northwood Business Park Solicitors 2 Gresham Street 67 Group Balance Sheet Ingredients & Related Property >>Own label cooking sauces Santry Arthur Cox London EC2V 7QP Website 68 Group Cash Flow Statement Office Locations and pickles Dublin 9 Earlsfort Centre UK www.greencore.com 69 Group Statement of Recognised >>Chilled sauces Earlsfort Terrace Income and Expense Auditor Dublin 2 All figures TNS Worldwide 52wk > 70 Notes to the Group >Christmas cakes KPMG to 4 Oct 09 except where denoted: Financial Statements 1 Stokes Place Slaughter and May 112 Company Statement of * TNS impulse Food to Go Panel St Stephen’s Green One Bunhill Row + Dublin 2 London EC1Y 8YY Accounting Policies IRI # UK 114 Company Balance Sheet 115 Notes to the Company Eversheds Financial Statements 1 Bridgewater Place 117 Shareholder and Other Water Lane Information Leeds LS11 5DR UK €1.1bn €794m € Group Turnover Convenience Foods Turnover Ingredients309m & Related Property Turnover

You can also view this report online at http://ar2009.greencore.com/ WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements + 1 + + Sandwiches Chilled sauces Chilled pizza > > > Market position (Netherlands) > > > 1 Celebration cakes puddings Yorkshire Frozen Salad dressing Chilled cheesecakes Chilled Italian meals > > > > > Market position (UK) > > > > > # 2 #

2009 and Accounts Report Annual

647

, Employees

7 in a nutshell... in Greencore Group plc Group Greencore 2 Greencore Group plc Annual Report and Accounts 2009 Greencore at a Glance

The Convenience Foods division... provides a wide range of chilled, frozen and ambient foods to major retail and foodservice customers in the UK, the US, Continental Europe and Ireland. Prepared Chilled Sauces Food to Go Meals and Soups Grocery

The UK’s leading A major manufacturer of A leading supplier of One of the UK’s sandwich manufacturer, chilled prepared meals chilled sauces and soups. leading manufacturers also producing prepared and the UK’s leading Our facility at Bristol of ambient grocery salads and sushi, with producer of quiche and provides both own label products, producing four state-of-the-art savoury flans with three and branded products for a wide range of both facilities and a UK well-invested facilities. retailers across the UK. branded and customer direct to store van own-brand sauces, distribution service. pickles, dressings and condiments.

Continental Cakes and Convenience Frozen Foods Desserts Foodservice Foods

One of the UK’s leading A major producer of Through the Ministry Greencore is the suppliers of frozen celebration cakes and of Cake facility in leading manufacturer Yorkshire puddings, the UK market leader Taunton, Greencore of chilled convenience Toad in the Hole and in the supply of is the leading supplier foods in the Netherlands filled Yorkshire puddings, Christmas cakes of frozen desserts to the across sandwiches, under both brand and and chilled desserts, UK foodservice industry. chilled pizzas and customer own label. operating from one of chilled sauces. Europe’s leading cakes and desserts facilities. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 3 A specialist team set up to maximise the value of thesurplus Group’s property assets. A leading Irish trader and distributor of vegetable oils and fats to the food manufacturing and service sectors. Property Edible Oils An importer and distributor of cane and beet molasses for animal feed and industrial use. Europe’s thirdEurope’s largest malting company with annual production capacity of 530,000 tonnes of malt from seven malting plants in Ireland, the UK and Belgium. Molasses Malt The Ingredients & Related Property division... businesses. Most of a range incorporates supplies which malt Malt, Greencore is significant beer and distillersto the brewers world. around 2009 and Accounts Report Annual

With two facilities in the US, Greencore manufactures and supplies a range of branded and customer own-brand chilled convenience foods, including sandwiches, entrees, quiche and wet salads.

North America on the menu today... menu the on Greencore Group plc Group Greencore 4 Greencore Group plc Annual Report and Accounts 2009 Chairman’s Statement Ned Sullivan

The Group delivered a good performance overall in FY09 against the backdrop of a challenging consumer environment, which was particularly evident in the first quarter of the year.

Summary of Performance 8.2% and 1.5% respectively on Dividend and Outlook The Group delivered a good a constant currency basis. The Board resolved in May 2009 performance overall in FY09 against Notwithstanding a small decline in to rebase the dividend to reflect a the backdrop of a challenging Malt earnings year-on-year, FY09 payout policy of a ratio in the range consumer environment, which was represented a very good year in of 40-50% of adjusted EPS. This reflects particularly evident in the first quarter a historic context. the desire of the Board to adopt of the year. a prudent approach in the current Support for Strategy environment that balances payout Adjusted EPS for the Group was 17.4 In April 2009, the Group secured a to shareholders with medium-term cent which was in line with FY08 on a new three-year bank debt facility capital needs. In accordance with this constant currency basis but was down of €360m with a group of international policy, a final dividend of 4.50 cent per by 14.3% on the comparative amount banks and concluded a new two-year share is proposed bringing the total for last year of 20.3 cent after the bi-lateral facility of €50m in August dividend for the year to 7.50 cent. impact of currency translation. 2009. On that basis, all 2010 maturities have either been fully refinanced The Group has made a good start The Convenience Foods division, or repaid. This refinancing provides to FY10 with a continuation of an which accounted for 63% of Group the Group with the capacity for improving performance in UK operating profit in FY09, delivered future growth. Convenience Foods and progress a strong performance in the year, in the US offsetting a weaker particularly in the second half. Building for the Future performance in Malt and higher Sales and operating profit in continuing The year was focused on building a finance costs. The combination businesses grew by 2.2% and 14.1% stable business which will generate of our core private label offering, respectively on a constant currency value for years to come. The portfolio our well invested facilities and our well basis. The operating margin increased has been reshaped with the exit from capitalised balance sheet position by 50 bps to 5.8% and there was a sub scale and non-core businesses, us favourably to significantly progress trend of greater consistency in weekly the Group’s cost base has been the Group over the coming years. performance in the second quarter rebased for the current environment Taking account of all of the above, and through the second half. The and the clear strategy of building and at this early stage in the year, momentum in our US business a US convenience food business the Group is on track to deliver continued in FY09 with its contribution has been progressed. In addition, modest earnings growth in FY10. to Group operating profit doubling we have refreshed the Group Board in the year, albeit from a small base. with three new directors, including the appointment of Di Walker as CEO The Ingredients & Related Property of UK Convenience Foods. Our focus division delivered a resilient on talent has been deepened all the Ned Sullivan performance overall against the way through the organisation with Chairman backdrop of weaker malt demand many new programmes, one notable 17 December 2009 from the Group’s brewing and distilling example being the new Emerging customers. Sales and operating profit Leaders Programme which identifies in continuing businesses decreased by and nurtures leaders for the future. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 5 77.3 77.3 1,308.1 1,308.1 72.9 72.9 20.3 20.3 1,103.8 17.4 €m 2 Convenience Foods Ingredients & Related Property Convenience Foods Ingredients & Related Property 63% 72% 28% 37%

2008 2009 2008 2009 2008 2009 0.0% constantcurrency change ■ Revenue €m -6.3% constantcurrency change Operating profit +6.1% constantcurrency change Adjusted EPS (cent) Revenue by division division by Revenue ■ ■ division by profit Operating ■ in continuing in continuing 2 increased decreased 1 1 with a 50bps increase increase with a 50bps 1,2 decreased by 8.2% 8.2% decreased by of €794.4m ahead €794.4m of 1 1 of €283.8m in line with the €283.8m of 3 2009 and Accounts Report Annual in continuing businessesin continuing

in continuing businesses in continuing 2 2 on a constant currency basis. on a constant on a constant currency basis. on a constant 1 1

amount of €283.4m at the end of FY08. at the FY08. end of €283.4m amount of Sales businesses in continuing of FY08 by 2.2% on a constant currency basis. on a constant 2.2% by FY08 of Operating profit currency basis. on a constant Operating profit Group sales of €1.1bn, a decrease of 0.8% in continuing in continuing 0.8% a decrease of salesGroup €1.1bn, of businesses 13% decline in average EUR/GBP exchange rate versus versus rate exchange decline in EUR/GBP average 13% impactedFY08 €9.1m. operating translation by profit of in line cent on with a constant FY08 17.4 of EPS Adjusted currency basis. activities on discontinued €25.2m loss of Net exceptional and restructuring initiatives, substantially non-cash. cent) 8.21 per share (FY08: cent Final dividend 4.5 of per cent dividend 7.5 resulting the in of year for total per share). cent 13.51 share (FY08: of €410m of refinancingSuccessful completed banking facilities. net debtComparable An increase of 7.9% in operating Group profit 7.9% of increase An businesses to 5.8%. to Sales businesses in continuing by 14.1% on a constant currency basis. on a constant 14.1% by in the progress Continued with US fourth quarter sales on a constant ahead the same of 46% period by in FY08 currency basis. operating margin of Restoration currency basis. on a constant 1.5% by Disposal during Drummonds the of year grain trading business. Continuingbusiness comparisons exclude Drummonds theinIngredients Related & Property division and frozen desserts in the Convenience Foods division. These businesses werefirst discontinued half of FY09 but during were not classified the as discontinued operations in the GroupBefore Financial exceptional Statements. items and acquisition related amortisation. Comparable net debt comprises current and non-current borrowings less cashand and excludes cash equivalents the impact of the fair value of derivative financial instruments and related debt. > > > > > > > > > > > > > > > Recovery in Foods Division Convenience > > > 1 2 3 Financial Highlights > food for thought... for food Greencore Group plc Group Greencore > > > > > > > Resilient performance in Ingredients > > > > 6 Greencore Group plc Annual Report and Accounts 2009 a flavour of quality...

“It is essential that every product that we put our name to reflects our own high standards.” UK Retailer

The quality of our products is the best in the industry Our skilled workforce, state-of-the-art facilities and strict technical and manufacturing standards ensure that our products are of the highest quality. We see this as a fundamental building block in our vision to be a leading international food company. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 7 2009 and Accounts Report Annual Greencore Group plc Group Greencore 8 Greencore Group plc Annual Report and Accounts 2009 Chief Executive’s Review Patrick Coveney

2009 has been a year of real achievement for Greencore. We drove significant performance improvement in our core convenience food business – performance that improved with each passing quarter – and that momentum has been sustained into 2010. In addition, we successfully refinanced the Group, upgraded our control environment, reshaped our portfolio, embedded new leadership at all levels and brought a sense of pace, energy and pride to what we do.

Introduction retailers for ever more convenient food 2. Get momentum into our US strategy. It is a pleasure to be writing to you at the offerings remains in place. a. Build out our leadership team. end of my first full year as Chief Executive b. Establish ‘trading based’ of Greencore. While 2009 was a year of The swings in the market reshaped business relationships with our enormous challenges, Greencore is a industry capacity and structure, key customers. resilient and exciting organisation to especially in the UK. Several smaller c. Test the key elements of our lead. We are not yet where we would like players have exited the market. Larger category, customer and to be, but in every sense we are in a players have become more discerning economic model. much better place than where we were in their use of capacity and for the d. Deliver $60m of sales in US twelve months ago. I hope that this first time in a decade we have seen Convenience Foods and get on review and the contents of the Annual capacity contraction in each of our track to hit $100m in 2010. Report give you an accurate sense both large categories. This tightening of 3. Upgrade our control environment. for how we have performed and for the market, when allied to recovering a. Unwind ‘holding company’ where we are going as a business. consumer demand that began to structures, culture and feed through in the second half of leadership style. Our Markets the year, provides a platform for b. Deliver all of the recommendations 2009 was a ‘rollercoaster year’ in our more sustainable returns in the contained in the KPMG risk review core convenience foods markets. The coming years. of 2008. year began with very fragile consumer c. Dispel any notions of trade-off confidence and dramatic swings in Our Agenda for 2009 between performance and volumes week-on-week – reflecting To confront the demands of this control. We needed to perform shoppers seeking value everywhere, volatile market and to move our and be in control! consumers retrenching to ‘at home’ business forward our agenda for 4. Rebuild our balance sheet. eating, and significant increases in 2009 was to: a. Refinance €410m of Group debt, promotional activity across our customer extending maturities to 2012. base. These effects impacted across our 1. Drive performance in our core UK b. Address the pensions volatility in group but caused most difficulty at our Convenience Foods business. our balance sheet. Food to Go businesses. In response, we a. Turn around the performance 5. Reconfigure our leadership teams worked very hard to put in place new trajectory no matter what it took! and organisation. ‘value ranges’ and tweaked our b. Underwrite this performance a. Bring in additional leadership for operational model to prosper in an improvement through cost UK Convenience Foods. era of increased promotional intensity. reduction, with the senior team b. Find and embed three new plc ‘leading from the front’. Board Directors. In the second half of the year, we saw c. Cherish our existing customers c. Put energy, belief, excitement and stability and modest growth come and deepen our business with pride into our organisation. back into our markets. Importantly, this them. To us the customers that we 6. Reshape our portfolio. was underpinned by an increasingly serve today must be the most a. Shut down frozen desserts. resilient demand for convenience important. b. Dispose of Drummonds. food offerings. While of course taste d. Build predictability into all forecasts c. Assess options for Malt and Water. matters, and value is important too, the – reflecting a need to establish d. Develop the US – either by underlying demand of consumers and control in a volatile marketplace. acquisition or organically. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 9 US

Lead in selected regions of US ConvenienceFoods Take theTake time to really understand the market and build enduring relationships with our consumers, customers, regulators, suppliers and colleagues. Embed a leadership team and operating model that has the ambition, capability and headroom to develop and operate a $300 million plus business. Continue to hit the demanding operational and commercial milestones that we have in place. Put in place the right development plan – one that gives us the asset footprint we need, maintains momentum and delivers for shareholders in the long-term. Combine capability transfer from our UK and Irish organisations with a local talent development programme. > > > > > in are start-up we In the US, mode and our plans to: are > > > > > 2009 and Accounts Report Annual UK

Lead in UK Convenience Foods

Sustain the current performance trajectory. Drive value from our existing well-invested assets and demonstrated capability. Get closer still to our consumers and customers to anticipate and fully meet their category needs. Enhance the robustness and depth of our teams across all functions and businesses. Create an organisation that believes in itself, takes pride in what it does, is agile and responsive to market changes and is positioned for future growth. Remember that we are a food company – we must champion great food! > > > > > > Culture Underpinning everything is the imperative to ourstrengthen organisation and our our culture, ‘People matter’capability. in but every industry, of pockets have we perhaps Today all most of in food. in particularexcellence functional areas but there is the case’. ‘on do and are we to more much Strategy In the UK, our plans to: are Goal: To win in Convenience Foods. in win Convenience To Goal: > > > > > >

for growth... for key ingredients ingredients key Greencore Group plc Group Greencore 10 Greencore Group plc Annual Report and Accounts 2009

Chief Executive’s Review continued

How We Did Where We are Going In the US, we are in ‘start-up mode’. Of We have made excellent progress Our strategy is surprisingly simple – to course we need to make an economic against each element of this agenda. win in convenience foods. Underpinning return but we cannot suffocate the In particular, I would point to: this strategy are three ideas: potential of the business in the quest 1. Performance has been improved in 1. We believe that consumers and for short term financial delivery. Our UK Convenience Foods. We retailers will continue to search out plan is to: delivered 14% profit growth on a and pay for ever more convenient >> Take the time to really understand constant currency basis in the food offerings – the product form the market and build enduring financial year (22% in the second will change but the need will not! relationships with our consumers, half). This improvement has been 2. We have distinctive capabilities in customers, regulators, suppliers ‘underwritten’ by cost reduction (a convenience foods – there is ‘stuff’ and colleagues. 50bps improvement in operating that we can do that nobody else >> Embed a leadership team and margins). In every instance our can. Furthermore, we can keep operating model that has the relationships with our key customers getting better and while doing so ambition, capability and ‘headroom’ have been enhanced. Encouragingly, we can transfer those skills from to devolve and operate a $300m we are seeing consumers coming mature businesses to emerging plus business. back to convenience foods, with businesses. >> Continue to hit the demanding growth more evident as we moved 3. In geographic terms we will focus operational and commercial through 2009. This performance has our efforts on leading in the UK and milestones that we have in place. put us on a path towards ‘more in selective regions of the US. >> Put in place the right development acceptable’ returns on capital. plan – one that gives us the asset 2. We are where we need to be in the Clearly this strategy has implications footprint that we need, maintains US. The local leadership team is for our portfolio. We will invest capital momentum and delivers for now in place. We now have in both the UK and the US. The balance shareholders in the long-term. meaningful trading relationships that we need to sustain our Group, to >> Combine capability transfer from our with five of the top ten US retailers. cope with the swings in individual UK and Irish organisations with a We are learning a lot. Importantly, markets – a balance that previously local talent development programme. we now know that the economic came from value chain diversification – model can work. We delivered $60 will come from geographic Underpinning everything is the million in revenues, are on a strong diversification and diversification by imperative to strengthen our culture, growth trajectory and are already stage of market development. There our organisation and our capability. looking for the next stage of US will be further disposals from the ‘People matter’ in every industry, but development – so that we have portfolio, but they will only be made perhaps most of all in food. Today we capacity in place to meet summer when we can deliver attractive returns have pockets of excellence in particular 2011 demand. for shareholders. For business, cultural, functional areas but there is much 3. A stronger control environment in all and financial reasons Ireland will more to do and we are ‘on the case’. forms is in place. remain very important to our Group – 4. Our Group bank debt has been as such we will continue to operate In Conclusion refinanced with maturities extended Irish businesses even where they don’t This is an exciting time for Greencore. to April 2012. This represented an match perfectly against a ‘pure play’ We are clear on where we are going important vote of confidence from convenience strategy. and I am encouraged by the progress our debt-holders in our that we are making. As we continue on performance and strategy. The drivers of performance and growth this path I am especially grateful for the 5. Our team is getting stronger all the will be different in each market. In the enduring support of my colleagues, time - on our Board, in our UK, our plans are to: our customers and our shareholders. businesses and in our key functions. >> Sustain the current performance We are working hard to build our trajectory. Thank you! culture, strengthen morale and >> Drive value from our existing bring excitement to our Group. well-invested assets and 6. We have reshaped our portfolio, demonstrated capability. consistent with a UK and US >> Get closer still to our current Convenience Foods strategy. consumers and customers. a. Frozen desserts and Drummonds >> Enhance the robustness and depth Patrick Coveney have been exited. of our teams across all functions. Chief Executive b. Disposal of Water announced to >> Create an organisation that believes 17 December 2009 the stock market in November. in itself, takes pride in what it does, c. Options for Malt being actively is responsive to market changes considered. and is positioned for future growth. d. In the US, we upgraded our site >> Remember that we are a food in Boston and commissioned a company – we must champion new site in Cincinnati. great food! WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 11 14.5% 14.8% 1,230.6 1,230.6

2 1,099.0 1 2009 2008 2009 2008 In addition, other performance indicators are measured at individual business unit level. €84.4m of Group operating116% profit Group Sales -0.8% constant currency change 6.6% +70bps Return on Capital Employed +30bps

2 but 3 . Group free cash free. Group cash 4 Although separate measures, the relationship between all four is also monitored. in FY09 was 6.6% 6.6% was in FY09 2 on a constant currency on a constant 1 was 5.8% compared to 5.3% 5.3% to compared 5.8% was 1,2 2009 and Accounts Report Annual on a constant currency basis. on a constant 1 on a constant currency basis on decreased a constant 1

Free Cash Flow Cash Free Operating Margin Sales Growth Return on Capital Employed on Capital Return

Continuing business comparisons exclude Drummonds and frozen desserts.classified These businesses as discontinued were discontinued operations during in the Group the first Financial half of Statements. FY09 but were notBefore exceptional items and acquisition related amortisation. Comparable net debt comprises current and non-current borrowings less cashfinancial and cash equivalents instruments and excludes and related the impact debt. of the fair value of derivative Replacement capital expenditure is defined as capital expenditure required to maintain assets at their previously assessed operating capacity. including share of associates. The Group’s return on return The Group’s including associates. share of 14.5%). (FY08: 14.8% was in FY09 capital compared to 5.9% in FY08. In Convenience Foods Foods In Convenience in FY08. 5.9% to compared the operating margin 1 2 3 4 04. 04. flow measure free from is net cash cash The Group’s operating activities items adjusted exceptional before expenditure capital replacement for The Group’s operating margin The Group’s 03. 03. 02. 02. salesGroup Capital is definedCapital asthe the sum book of value of shareholders’ equity net debt plus comparable 01. 01. The Group uses a set of headline key performance indicators to measure the performance of its operations. Key PerformanceKey Indicators measuring up... measuring Greencore Group plc Group Greencore in FY08. was €84.4m in FY09 or 116% of Group operating Group profit of or 116% in FY09 €84.4m was of €72.9m. of by 0.8% in FY09. In our Convenience Foods division Foods In our Convenience in FY09. 0.8% by the measures Group weekly sales growth. In FY09 growth 2.2% recorded we basis. Inbasis. the Ingredients& Related Property division, an 8.2% recorded we sales. monthly In FY09 track we sales decline excluding landexcluding subject remediation to and pension scheme assets with deferred or tax deficits net of the measure returns expressed as operating profit 12 Greencore Group plc Annual Report and Accounts 2009 a hunger for innovation... WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 13 I’m always looking for something something for looking always I’m buying when I’m andnew exciting family.” my for food Robert Anderson Consumer “ We are passionateWe about food good must understand we and meet the succeed To the market help With of needs consumers. of trends global and an food insight awareness of seeking constantly are chefs our development fulfil that products and new exciting develop to needs. consumer and exceed 2009 and Accounts Report Annual Greencore Group plc Group Greencore 14 Greencore Group plc Annual Report and Accounts 2009 Divisional Review Convenience Foods

25% Sandwiches UK market share

Sales1 €m Overall Our agenda to recover our operating The Convenience Foods division margin progressed during the year 2009 794.4 recorded a strong performance in FY09, with a 50 bps increase in the divisional 1,2 2008 877.1 particularly in the second half. In the operating margin to 5.8%. Finally, FY09 first quarter of FY09 divisional earnings also marked a year of real progress declined year-on-year but growth was for our emerging US business with +2.2% recorded on a constant currency basis development of existing customers constant currency change in each successive quarter of the year. together with the addition of new Constant currency operating profit1,2 customers and categories and the for the year grew by 14.1%. A significant opening of our second, albeit smaller, element of this growth is attributable manufacturing facility.

1,2 to the operational improvements in Operating profit €m our ambient grocery, prepared meals Food to Go 2009 46.4 and water businesses. Specifically, 2.4% Sales Growth in prepared meals, the Group closed Food to Go is our largest category 2008 46.2 one of its facilities in the first quarter, business comprising fresh sandwiches, with the associated restructuring salads and sushi. During the first charge taken in FY08, and has benefited quarter of FY09 a significant downturn +14.1% from operational efficiencies through occurred in the food to go market constant currency change the second half of FY09. In addition, with consumers, for example, opting a series of restructuring initiatives temporarily to make more of their own were undertaken at Water, significantly sandwiches. However, the decline was improving its operating performance short-lived with consumers returning Operating margin1,2 in FY09. to the sandwich fixture over time. 2009 5.8% The flight to value was a key Despite a food to go market decline 2008 5.3% consumer theme during the year. of 3.9% in the first quarter we grew The combination of our private label our overall sales by 2.4% on a offering and low cost leadership has constant currency basis for the year +50bps positioned us well for this. During FY09 in FY09. There has been a significant we eliminated the equivalent of 2% of mix change with consumers buying sales from our cost base through our cheaper lines rather than giving lean manufacturing and cost reduction up the convenience of a pre-packaged programmes with a particular focus on food to go offering. overheads. Additionally, the capacity environment in the UK is improving Sandwich volumes were broadly flat somewhat through a combination year on year with salads and sushi of factory closures by larger players gaining food to go share, and driving as well and smaller, poorly capitalised category growth, with growth levels players exiting the industry. of 30% and 31% respectively.

1 , had a challenging Whilst year. 1 Overall, category sales increased by on a constant currency0.9% basis cooking strong with year-on-year sauce volumes partially offset by SelbyOur year. the exitedin we trade largest manufacturingEurope’s facility is facilityunderpins which sauce cooking its position as the lowest cost producer in the industry. Cakes andDesserts of10% Division Sales on FY08 by 5.1% on a constant currency constant a on 5.1% by FY08 on basis with a reduced gross margin reflecting the higher promotional mix. Chilled Sauces and Soups Sales Growth7.7% areWe the number UK’s one chilled sauce manufacturer with market a 34% share and a complementary position in chilled soup. The category recorded a strong sales performance in FY09 with sales on a increasing 7.7% by constant currency basis driven by higher soup volumes. increased We our soup business in the year. 31% by However, a higher promotional mix resulted in a reduced margin in the year albeit with comparatively fewer promotions in the last quarter. consumers are still willing to spend doing are indulgent they in categories In lessfrequencywith so before. than significantlyhigher volume a addition, retailers as promotion on beingsold is seek to attract the consumer. Our adversecategory sales were overall Our cakes and desserts and cakes business,Ourwhich Food Convenience of comprises10.3% sales

Italian Ready Meals UK market share 22% has suffered somewhat in the current current the in somewhat suffered has market the with environment consumer offset We year. the in 4.3% by contracting increasing by decline this of impact the significant two with trade of share our the Notwithstanding customers. meals prepared our in progress earns still it year the during business portfolioreturn average than lower a on capital, although this is improving. Grocery Reduced SKU count 350 by Our grocery business comprises ambient cooking sauces, pickles and salad dressings. Our business recorded an improved performance in FY09 reflecting a consumer move from brand to private label combined with an increase home’ in ‘at dining. Additionally, increase a 7% in evening meals made from supported ‘scratch’ demand for stir in cooking sauces. The business completely refocused its offering during the year exiting by trade with poor returns. Operationally the business made significant progress as a result of this simplification agenda reducing its Niche SKU count 350. by and poorly performing categories such as sandwich spread, sweet pickle and sweet spreads were exited and selected tertiary brands discontinued. Co-pack volumes for branded customers decreased during the albeit year, these volumes carry the lowest margins in the category.

2009 and Accounts Report Annual in FY09. in FY09. 1 1 Prepared Meals of Division20% Sales comprises business meals prepared Our quiche and meals ready chilled the categories and represented of 20% Convenience Food sales We remainWe the 1 player No. in the UK with market a 25% share, growing or holding share across all customers. We are positioned in some of the most in positioned some of are We Foods sectors the Convenience dynamic of in the operating predominantly market, sector. brand customer innovative Greencore Group plc Group Greencore Greencore is also the market leader in share market 44% a holding quiche UK quiche ten top the of five producing and lines in the market. The quiche market our Sheffield meal facilities in FY08. As well as market recovery our business business our recovery market as well As operational significant recorded reducing by year the in improvements efficiency gains as well as 20% by SKUs of one of closure the with associated Our chilled ready meals business had a good year with consumers returning to the category combined with operating efficiencies due to restructuring initiatives undertaken, primarily in FY08. Greencore is the largestUK’s producer of chilled Italian ready meals manufacturing five of the top ten selling lines in the market. The category has been re-energised in 2009 as retailers attempt to bring consumers back to ready meals in an era where consumers are eating out less. An overall market decline of was recorded0.4% in the year but the twelve-week data to 4 October 2009 showed growth of 5.1%. 16 Greencore Group plc Annual Report and Accounts 2009

Divisional Review continued Convenience Foods continued

24% Celebration Cakes UK market share

In the core sauces category the display adaptability, essential in economic climate saw some foodservice, in an environment where consumers switching into ambient the consumer is changing their tastes Our key challenges from chilled for pasta sauces although and preferences with more frequency this trend levelled off towards the end than before. By way of example we of FY09. In addition, a significant won a Special Recognition Award >>Tougher consumer relaunch of JS Italian Sauces in the from Pizza Hut UK for launching environment reflecting summer supported a good chilled a new line, ‘Sicilian Lemon Tarts’, difficult economic sauce sales performance in the within two weeks of being briefed conditions. fourth quarter. of a general requirement. >>Continued demand for Frozen Foods Water excellent service and Exit from frozen desserts Agreement to sell business high innovation from Our frozen foods business comprises Our water business recorded a good frozen Yorkshire puddings following recovery from the operating loss2 customers. the Group’s decision to exit its sub- of €4.0m in FY08. A programme of >>Overcapacity in scale position in frozen desserts initiatives was executed to reduce prepared meals. in December 2008. Our Yorkshire costs and to eliminate loss-making > pudding business had a good year trade. The bottled water market itself >Capitalising on early recording modest sales growth has been impacted significantly by momentum and market during the year. The sales outturn the consumer downturn with volumes promise in the US. reflected a good performance with adverse by 7% year on year. The benefit > retail customers who benefited from of the operational improvements more >More difficult credit consumers choosing to eat more than offset the impact of weaker conditions increasing often at home than in prior years. demand. The Water business represents pressure on working Additionally, our foodservice customers 3.6% of divisional sales1 and maintained capital. who represent the larger chains grew its number one market position in UK volume during the year at the expense private label bottled water. of smaller independents that we do not trade with. Subsequent to year end, the Group announced that it had reached an Foodservice Desserts – agreement to sell its water business for Ministry of Cake a consideration of up to €19.6m. €5.0m 8% Sales Growth of the proceeds is contingent upon the We are the number one supplier to the future performance of the business with UK foodservice desserts trade with a completion of the disposal expected to market share of c. 20%. We recorded occur on, or before, 30 April 2010. sales growth of 8% on a constant currency basis with our customers representing the larger value players who are performing well in the current market. In addition, we continue to

1 Continuing business comparisons exclude the frozen desserts business. This business was discontinued during the first half of FY09 but was not classified as a discontinued operation in the Group Financial Statements. 2 Before exceptional items and acquisition related amortisation. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 17 High allowing innovation products. ‘value’ to move channel on retail Focus and serving current customers well. ‘Best in under- class’ pinning all that do. we Exit from old sub- desserts frozen scale mealsand ready manufacturing capacity. New facility opened and new capacity added in the US. on decreasingEmphasis improve levels to stock working capital. > > > > > > Our positioning to Our positioning to address challenges > > > > > > +32% +6% +11% Yorkshire PuddingsYorkshire (frozen baked) UK market share 44% Manufactured sandwiches Manufactured Packagedentrees Salads

■ ■ ■ US prepared food growth % 2009 and Accounts Report Annual almost 1,2 Continental Convenience Foods Strong market share Our Continental business had a challenging year with sales decreasing on FY08. The Dutch 6.1% by chilled foods market is down year 5% on year and this has been compounded a by weaker airlines market, a significant sandwich channel. Notwithstanding the weaker sales performance the business has delivered a solid operating profit for the We year. have strong market positions in the Netherlands in sandwiches, chilled sauces and chilled pizza with market shares 75% of 45%, and respectively. 92% This is business which started from a zero base in April 2009 and now comprises of our US sales. 26% During the year we opened a new satellite facility in Cincinnati which gives us a platform for growth in the mid western US. launched We our partnership with Weight Watchers during the year and are currently selling to four large retailers and are listed in 1,000 stores with further listings planned. doubling in FY09 versus FY08. It exited FY09 on a strong trajectory with fourth quarter sales increasing on a constant 46% by currency basis on the comparable period for FY08. Of particular note, and a strong driver of the growth, has been the sales performance in chilled sandwiches. US Convenience Foods Almost100% increase in contribution FY09 was a year of significant progress building on the platform acquired in FY08. Our US business recorded a strong year with its contribution to Group operating profit Greencore Group plc Group Greencore 18 Greencore Group plc Annual Report and Accounts 2009

Divisional Review continued Ingredients & Related Property

530,000 Greencore Malt (Tonnes of malt capacity)

Overall However, a combination of committed The Ingredients & Related Property forward contracts, the level of potentially division delivered a resilient unrepeatable destocking which took Our key challenges performance overall in the context place in FY09 and favourable energy of a very challenging market in malt forward contracts should provide a due to weaker UK brewing and distilling good level of support to the operating >>Decline in beer demand. demand. Sales1 and operating profit1,2 result for FY10. >>Brewing and distilling in continuing businesses declined by 8.2% and 1.5% respectively on Our edible oils business, Trilby Trading, customer destocking. a constant currency basis. These had a challenging year with overall >>Weakened demand measures showed year-on-year tonnage significantly adverse on FY08 from Irish food and decreases of 13.8% and 10.6% after reflecting weakened demand from snack manufacturers. the impact of currency translation. Irish food and snack manufacturers. >>Depressed property Ingredients Our Premier Molasses business had market. As highlighted previously, the global a good year with molasses volumes malt market has deteriorated in the holding up well year on year. Our past year. Overall, malt deliveries associate molasses business in were down by 14% in FY09 over FY08. Northern Ireland was weaker in FY09 In the third quarter a slight recovery than in FY08, reflecting the combined was experienced versus the volume impact of a 13% decrease in the EUR/ shortfalls seen in the first half. GBP exchange rate and additional However, in the fourth quarter the capacity in the Northern Irish market. market weakened further. A key driver of the weakness in malt demand has As previously reported, in December been the decline in UK beer sales, 2008 we made a decision to exit the which are adverse by 8% year-on-year Drummonds agri-trading business in and compounded by destocking by Ireland. This was the result of lower brewers and distillers. than acceptable returns on capital being achieved in an industry which Our business has been significantly is likely to face significant challenges insulated from the full impact of these in the coming years. This disposal, volume shortfalls in FY09 because although cash positive, together with of our policy of forward selling and the €3.0m of costs associated with the entering into long-term agreements very poor 2008 Irish harvest resulted with customers as well as more in an exceptional accounting loss of favourable energy pricing. Against this €15.5m in the division which was backdrop we are cautious about the recorded in the first half of FY09. prospects for malt demand in FY10.

1 Continuing business comparisons exclude Drummonds. This business was discontinued during the first half of FY09 but was not classified as a discontinued operation in line with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations. 2 Before exceptional items and acquisition related amortisation. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 19 Strong market position in market Strong Malt with solid customer base. Business insulated long-term of because agreements with customers. energy Favourable forward contracts. positions market Strong in Irish agri-businesses. on progress Continued Littlehampton property in the UK. > > > > > Our positioning to Our positioning to address challenges > > > > > 8.8% 8.8% 30.1 30.1 8.5% 8.5% 353.5 26.9 304.6 1,2 €m 1,2 Edible Oils Edible Largest importer and distributor in Ireland €m 1 2009 2008 2009 2008 2009 2008 +30bps -1.5% constantcurrency change -8.2% constant currency change Operating profit Operating margin Sales 2009 and Accounts Report Annual The prospects for our Littlehampton site in the UK are somewhat more positive, with house prices no longer on a deflationary track and recent evidence of a recovery in transactions. The consortium, of which we own is on track68%, to lodge a planning application for residential 1,800 units before the end of 2009 with a planning decision expected before the end of 2010. We continueWe to remediate both our Carlow and Mallow sites and are ‘land banking’ the properties for the foreseeable future. Property The outlook for Irish property is poor in the medium term with an excess supply of zoned land and a weak bank lending environment. On 17 NovemberOn 17 the Board 2009, announced that it was exploring a number of unsolicited approaches it had received in respect of the Group’s malt business, in the recent past, from international ingredient companies with large-scale malting businesses. thisAt stage there can be no certainty that a transaction will be forthcoming. Greencore Group plc Group Greencore 20 Greencore Group plc Annual Report and Accounts 2009 a taste for efficiency... WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 21 We set, measureand monitor set, We highly ambitious targets in competitive out a highly stand To needs ensure to Greencore market are manufacturing its that processes efficient. Our world-class Greencore’ ‘Lean delivers efficiencyprogramme throughout the organisation. 2009 and Accounts Report Annual Lean Programme Manager Programme Lean David HeslopDavid The Lean Greencore programme sets sets programme Greencore The Lean operate we how to out a clear approach efficiently within the business.” “ Greencore Group plc Group Greencore 22 Greencore Group plc Annual Report and Accounts 2009 Financial Review Geoff Doherty

In headline terms, the strengthening of the euro against sterling has had a significant translation impact on the results when compared to the same period last year.

Operating Profit1,2 €m Overview The average EUR/GBP exchange rate The Group’s primary source of

+6.5 82.4 was 0.764 in FY08 compared to 0.88 incremental capital, outside of the 76.3 -0.4 73.3 in FY09, impacting translation of our capital markets, is its cash flow from sterling results negatively by 13% in the operations which was €93.8m, before period. Constant currency calculations exceptional items, during FY09. are made by restating FY09 financial information at the average rate for The Group funds its acquisition activity FY08. Approximately 80% of operating from a combination of cash flow and profits2 are sterling denominated. available headroom within committed

FY08 Foods Convenience Ingredients FY09 CC FY09 bank facilities. All acquisitions are made Operating profit2 in the year of €72.9m within internally prescribed Group net was 5.7% behind FY08 after the impact debt to EBITDA (pre-exceptional) targets of currency translation. On a constant both on acquisition and within 18 currency basis operating profit2 was months of acquisition. Net Finance Costs €m 6.1% ahead.

9.1 Maturity of Long-Term Debt Facilities €m 1.1 Group sales of €1.1 billion were behind 0.9 FY08 on a constant currency basis by (0.4) 2012 (3.4) 6.3% and 15.6% behind after the impact 360 of currency translation.

(20.0) (22.6) (28.4) Profit before tax, exceptional items, 2015 (29.2) 2011 2013 65 pension financing and mark to market 50 46 of financial instruments was €43.4m (47.7) compared to €50.0m in FY08 with Interest Pension on liabilitie s and discount EU receivables Fair value T ota l currency, in particular, having an impact year on year. As at 25 September 2009 the Capital Structure Group’s comparable net debt3 ■ 2009 The Group employs a combination of was €283.8m representing 2.8 times ■ 2008 debt and equity to fund its operations. EBITDA (pre-exceptional), comfortably At the end of FY09 the total capital within the Group’s key debt covenant. employed in the Group was €496.3m At September 2009 the Group had Adjusted Basic Earnings per Share (cent) (FY08: €545.6m). Capital employed committed facilities of €615.0m is defined as the sum of the book with maturity dates between 2010 2009 17.4 value of shareholders’ equity plus and October 2015. €416.8m of our comparable net debt3 but excluding facilities are provided by a group of 2008 20.3 land subject to remediation and international banks with the remainder pension scheme assets or deficits being Private Placement Notes. 0.0% net of deferred tax. constant currency change WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 23 Drummonds (our former grain trading business) and the of costs €3.0m associated with the adverse Irish grain harvest which in aggregate a restructuringwas €15.5m, charge in Convenience largely Foods of €12.1m due to the exit from frozen desserts, a gain on the of €3.6m settlement of a malt propertydamage insurance claim andloss a on the of €3.8m settlement of a legal case against the Group’s former sugar business. Earnings per Share Adjusted basic earnings per share cent which isfor in line FY09 were 17.4 with the restated FY08 comparative on a constant currency basis. Adjusted basic earnings per share in FY09 were behind14.3% FY08 after the impact of currency translation. This is based on a weighted average number of ordinary shares million of 202.7 for the The adjustedyear (FY08 200.7m). basic earnings per share calculation is stated before exceptional items, pension finance items, acquisition related amortisation, FX of inter-company and certain external loan balances and the movement in the fair value of derivative financial instruments and related debt adjustments.

Total (25.7)

Related 2.1

Quiche UK market share tax credit 44% Legal

(3.8) settlement

Insurance 3.6 claim

Convenience

(12.1) Foods

Ingredients

(15.5) & Related Property Exceptional Items €m Exceptional Items An exceptional charge, after a related was tax of €25.2m credit of €2.1m, recorded The gross in FY09. charge is a composite item which primarily comprises a loss on the disposal of Taxation The Group’s effective tax rate in FY09 includingwas 16% the tax impact associated with pension finance items, which is the same as the full year effective tax percentage in FY08. The amount of cash taxation continues to be well below the tax charge, reflecting the availability of losses forward and other reliefs.

2009 and Accounts Report Annual Continuing business comparisons exclude Drummonds and frozen desserts.classified These businesses as discontinued were discontinued operations during in the Group the first Financial half of Statements. FY09 but were notBefore exceptional items and acquisition related amortisation. Comparable net debt comprises current and non-current borrowings less cashfinancial and cash equivalents instruments and excludes and related the impact debt. of the fair value of derivative 1 2 3 The bank interest charge of €28.3m reduced on the charge 2.8% by in FY08 reflecting the net favourable impact of the EUR/GBP exchange rate on the sterling denominated portion of the Group’s interest expense offsetting a higher interest margin subsequent to the Group’s refinancing. The non-cashpensionfinancingThe credit was significantlyof €1.1m less than the reflecting the €9.1m, of FY08 in credit lower the and rates reductioninterest in expectedpensionassets. on returns Financing in charge finance net Group’s The €22.6m). (FY08: €47.7m was FY09 The change in the fair value of derivatives a was adjustments debt related and non-cash prospective charge of €20.9m at the end of September 2009 (€3.8m at the end of September 2008) reflecting, reduction significant the main, the in associated the and rates interest in the on market to marking of impact swaps. rate interest fixed Group’s Subsequent to year end the Group of scheduledrepaid €49.3m 2010 maturities and has facilities in place to fully repay the remaining 2010 maturities of €36.1m. Greencore Group plc Group Greencore 24 Greencore Group plc Annual Report and Accounts 2009

Financial Review continued

56% Own Label Cooking Sauces UK market share

Defined Benefit Pension Liability €m Pensions The Group’s pension policy with effect The fair value of total plan assets from 1 January 2010 is that future 447.0 454.7 relating to the Group’s defined service for current employees and benefit pension schemes (excluding new entrants will be under defined associates) decreased to €347.1m at contribution pension arrangements. 99.9 68.1 September 2009 from €386.6m at September 2008. The present value Cash Flow and Comparable Net Debt of the total pension liabilities for these Comparable net debt3 at 25 September schemes decreased to €447.0m from 2009 was €283.8m, in line with last €454.7m over the same period. This year’s €283.4m. The Group made (347.1) (386.6) is reflected in an increase in the net deferred consideration and minority Liabilities Assets Net liabilities pension deficit (before related deferred interest acquisition payments during ■ 2009 tax) to €99.9m at September 2009 the year of €4.9m. ■ 2008 (from a net pension deficit of €68.1m at September 2008). A net cash inflow (before exceptional items) from operating activities of The Group is closing to future accrual its €93.8m was recorded compared to an two principal schemes which comprise inflow of €83.0m in FY08. 87% of the Group’s defined benefit obligations with effect from 31 December Working capital increased in the period 2009. The Group’s remaining defined by €3.0m due in the main to higher benefit schemes will be closed to future levels in Malt which offset a normalised accrual in FY10 following consultation working capital benefit of €9.4m with trustees and employees. associated with the timing of the Drummonds disposal. In addition, discussions are underway with the trustee boards on revised The total cash outflow in the year funding plans for the Group’s two in respect of current and prior year principal schemes. Whilst these exceptional charges was €21.2m. discussions are not yet complete the Of this €10.3m related to exceptional period in which to recover deficits is charges recorded in prior years. likely to be extended beyond what has been the norm up until recently.

1 Continuing business comparisons exclude Drummonds in the Ingredients & Related Property division and frozen desserts in the Convenience Foods division. These businesses were discontinued during the first half of FY09 but were not classified as discontinued operations in the Group Financial Statements. 2 Before exceptional items and acquisition related amortisation. 3 Comparable net debt comprises current and non-current borrowings less cash and cash equivalents and excludes the impact of the fair value of derivative financial instruments and related debt. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 25 Chilled Branded Meals UK market share 24% In addition, we established a Risk Management Group (RMG) to identify and monitor key Group risks supported a programmeby of work approved and reportingby, periodically to, the Board’s Audit committee. financial control Group’s the DuringFY09 environment was subjected to further financefunction Group’s the by review with a particular focus on hiring theensure additionalto financetalent environment financial control improved individual maintained.Additionally, is businesses are measured against each continual is internallythere other and measuring of all key controls. Geoff Doherty Chief Financial Officer December17 2009 2009 and Accounts Report Annual We widenedWe the definition of what is meant control by to all functions of the business rather than examining and monitoring through the finance function in isolation. An element of compensation for our senior business leaders is directly connected to the maintenance of a strong control environment. Financial Control and Risk The water cost concealment issue in FY08 led the Group to conduct a thorough review of its control environment and material Group risks. As a result of this review, we implemented a new set of financial control procedures, performance measures and monitoring controls to significantly improve the control environment of the Group. Finally, the translation of the GBP component of the Group’s debt positively impacted comparable net debt at September 2009 €23.4m. by Additionally, the exceptional cash flow normalised Drummonds the excludes above. to referred benefit capital working Greencore Group plc Group Greencore 26 Greencore Group plc Annual Report and Accounts 2009 Principal Risks and Uncertainties

Risks Description of Risks Measures to Reduce Risks

Strategic Risks Competitor Activity The Group operates in highly competitive The Group invests in research and markets, particularly within the development and ensures that the Convenience Foods division. Significant introduction of both new products and product innovations, technical advances improved production processes places or the intensification of price competition the Group at the forefront of its chosen could adversely affect the Group’s results. markets. The Group also continually works to streamline its cost base to ensure it remains competitive.

Expansion In order for the Group to continue its Senior Group Management engage in a strategy of expansion, it is necessary that it robust, formal and thorough process for identifies and pursues suitable acquisition identifying, measuring and deciding on targets or greenfield development sites the suitability of potential acquisitions and integrates these successfully into the or ‘greenfield’ development sites. Group’s existing operations in an efficient and sustainable manner. Commercial Risks Changes in Consumer Behaviour In common with other food industry The Group works closely with its and Demand manufacturers, unforeseen changes customers to adapt to changing consumer in food consumption patterns and/or trends and invests in innovation and new amendments to government legislation product development to ensure regulatory, regarding the composition of food customer and consumer requirements products may impact the Group. are addressed. In addition, demand for a number of the Group’s products can be adversely affected by the global economic recession.

Loss of Key Customer The Group benefits from close commercial The Group invests significant resources to Relationships relationships with a number of key maintain deep, multi-level relationships customers. The loss of any of these key which drive value and minimise risk for customers, or a significant worsening both itself and its key customers. The Group in commercial terms, could result in a continues to focus on customers outside material impact on the Group’s results. the grocery multiple retail channel and the exploration of other geographic markets such as in the US where the Group has continued to expand its service offering during the year.

Commodity Price/Input Cost The Group’s cost base can be affected by The Group maintains a strong commercial Fluctuations fluctuating raw material and energy prices. focus on purchasing, process and cost improvement to manage and mitigate these risks. In addition, the Group adopts strategies that diversify risk, thereby improving the positioning of its businesses and the defensibility of its margins. Operational Risks Food Safety, Environmental and As a producer of convenience foods and The Group maintains a strong technical Health and Safety ingredients, Greencore is subject to general function which sets high standards for market related risks, including product hygiene, health and safety systems and contamination and general food scares. In environmental controls. The Group also addition, Greencore is subject to rigorous regularly audits supplier facilities to ensure and constantly evolving regulations and both product traceability and compliance legislation in the areas of environmental with Group standards. In addition, protection and employee health and safety. Greencore closely monitors emerging issues in an ever-changing regulatory environment to address increasing compliance requirements, particularly in the areas of health and safety, emissions and effluent control. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 27 The risks are actively managedby the Group’s Treasury Department. The Treasury function operates within the framework of strict Board-approved policies and procedures which are explained further in Note to the 23 Group Financial Statements. These risks are mitigated by paying appropriate contributions into the funds and through balanced investment strategies which are designed to avoid a material worsening of the current surplus or deficit in each fund. In addition, the Group has closed off a number of its significant defined benefit pension schemes to new members. The assumptions used in calculating the funding position of the pension funds are shown in detail in Note to the 28 Group Financial Statements. The Group manages these opportunities and the related risks through a clear property development strategy, the centralisation of all property development related issues under the Chief Financial Officer, the employment of property specialists with significant industry experience,detailed site-specific plans and regular engagement with the Board. TheGroup mitigates these risks through robust security andcomprehensive operational disaster recovery plans. In addition, the Group undertakes regular reviews of all sites with external insurance and risk management experts, with these reviews being aimed at improving the Group’s risk profile. The Group mitigates the risk associated with loss of key personnel through robust succession planning, strong recruitment processes, long-term management incentives and retention initiatives. Measures Reduce to Risks In the multi-currencytheIn multi-nationaland trading environment in which the Groupoperates, inherentthere are risks associatedwithfluctuations foreignboth in exchangeinterestandrates In rates. addition, in the current economic climate, the creditrelatedratingits and ability Group’s to obtainfunding future for development and expansionspecific are risks. The Group has a considerable land-bank for future development. The value of this holding is directly related to the macro- economic environment in Ireland and the UK, the successful environmental clean-up of the brownfield sugar factory sites and the nature and timing of any zoning and subsequent planning permission obtained. The Group’s defined benefit pension funds are exposed to the risk of changes in interest rates and the market values of investments, as well as inflation and the increasing longevity of scheme members. The recent volatility in world-wide equity markets has brought the risk of employee retirement obligations to the fore. Theloss of a significant manufacturing/ operational site through fire, natural catastrophe, act of vandalism or critical plant failure could potentially have a material impact on the Group. The ongoing success of the Group is dependent on attracting and retaining high quality senior management and staff who have the ability to effectively manage the Group’s operations in a period of economic stability and in a downturn. Description Risks of continued 2009 and Accounts Report Annual Other Property Development Employee Retirement Obligations InterestRates, Foreign Exchange Rates, Liquidity and Credit Financial Risks Loss of Key PersonnelLoss of Key Operational Risks Loss of Manufacturing Capability Risks Greencore Group plc Group Greencore 28 Greencore Group plc Annual Report and Accounts 2009

We provide value, efficiency, quality Our strength comes from attracting and and fulfilment to our customers. Our retaining the right people by providing a focus is on striving for excellence, and challenging and rewarding environment. ensuring we deliver on our promises. As We also provide ample opportunities for a professional organisation, we believe professional growth and development. that people make the difference.

“I love the fact that I am able to express myself through my ideas.” Hannah Myles Prepared Meals

“The team aspect is a plus, I get to work with truly great people.” Susan Neff Boston WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 29 Cakes and Desserts and Cakes Adrian Foster Adrian It’s rewarding rewarding It’s be partto a of business.” great “

Food to Go to Food Grazielle Guedes Grazielle This is what it’s This what is it’s all me about for where my – it’s passion lies.” “ 2009 and Accounts Report Annual in good company... good in Greencore Group plc Group Greencore 30 Greencore Group plc Annual Report and Accounts 2009 Corporate Responsibility Review Our values

“It was great to Performance see the whole team work matters... together.” >>We expect and reward results. Graham Simpson >>We never accept the status quo and Cincinnati we continuously seek a better way. >>We always do what we say we will do. >>We set, measure and monitor highly ambitious targets. People matter... >>We maintain the highest >>We believe that people manufacturing/technical standards. make the difference. >>We adhere to a strict financial rigour. >>We treat one another with respect and dignity. Individuals at all levels of the business feel valued and valuable. >>We provide ample opportunities for professional growth and Passion about development. what we do... >>We maintain the highest levels of customer-focused service. >>The quality of our products is the best in the industry. >>We have fun and enjoy the work we do. Responsibility >>We are passionate about good food. matters... >>We ruthlessly leave responsibility “I really enjoy with the people/at the level where my role – it’s it can be best exercised. certainly never >>We treat Greencore’s resources boring.” (i.e. money/time/reputation) as Wendy Croes if they were our own. Alphen >>We maintain the highest levels of ethics and integrity. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements , 31 Improve . Greencore is working with the Sector Skills Council for the Food and Drink ManufacturingIndustry in the UK, to support employees develop basic skills including literacy and numeracy. All colleagues in the UK who do not have English as their first language are offered ESOL (English for Speakers of Other Languages) training. In 2009 more than 100 colleagues received ESOL training. Every year Greencore Malt employees receive a unique insight into the malting process and customer requirements. In 2009 four Greencore Malt colleagues achieved the Certificate of Malting Competence Greencore’s Continental Convenience Foods facility in Liessel in the Netherlands is registered as a formal training company to support the intensive lean manufacturing training it provides. recognised facilityAlphenwas The in theby Dutch Minister of Integration for the work it does on providing for trainingintegrationlanguage and members of its migrant workforce. > > > > > Some other highlights of our commitment to the development of our people are the following: > > > > > Finally, a number of UK colleagues have relocated to the US to support the development of the Greencore business in North America and to ensure the transfer of skills from the well-established UK businesses. a Emerging Leaders Programme: programme which identifies future senior leaders within the business, providing necessary training and development month over an 18-24 period. New starter induction and training: an induction programme for all new starters ensuring that they have the right qualifications and food hygiene training required to do their job and to maximise their potential. > > > > In 2009 our PRIDE performance management process was cascaded to colleagues on the shop floor. As a result approximately of 90% our total UK Convenience Foods workforce now participates in the programme. people250 have participated in the Lean Greencore Leadership Academy in the past bringing year, the total number of Greencore participants to more than since 1,400 the Leadership Academy was established in 2006. Greencore has been selected as a finalist in The John Sainsbury Award for Learning and Development, part of the IGD 2009 Foods Awards, for its Lean Greencore Programme. These awards celebrate best practice in the food and grocery industry and recognise real commitment to people development.

2009 and Accounts Report Annual , which maps a company-wide our performance management as well as personal and business objectives. Lean Greencore Leadership Academy: programme that provides a holistic approach to building food manufacturing capability in our people through recognised lean manufacturing tools and world-class standards. programme, that sets personal personal sets that programme, maps and plans development delivery against Greencore values PRIDE: > > > Colleagues The Group has a Learning and Development Strategy The key elements of the strategy are: > Workplace Greencore is a major employer in the food and ingredients industry with approximately 8,000 employees. constantlyWe focus on attracting, developing and retaining high quality people throughout the organisation. Greencore aspires to offer exciting roles, competitive salaries and benefits, career development opportunities, and safe, attractive working environments. out initiatives that support the development of our people at all levels. Introduction This corporate responsibility review is based on our core values and culture, which shape the way Greencore operates as a business and covers the following key areas: workplace, including health and safety; environment; marketplace; and local communities. Maintaining good corporate responsibility is corporate good Maintaining fully is committed. Greencore which to a process seriously duty colleagues its treat takes to Greencore the colleagues health protect and both safety to of fairly, the laws and to conform and to and consumers in the jurisdictionsregulations it operates. in which Greencore Group plc Group Greencore 32 Greencore Group plc Annual Report and Accounts 2009

Corporate Responsibility Review continued

1,400 People top our agenda Since the launch of the Lean Academy in 2006, more than 1,400 colleagues have been through the programme.

Health and Safety 18001 1997 certification to the stricter Our Group health and safety manager, The health, safety and well-being of OHSAS 18001 2007 standard – the Tom Chambers, is Vice Chair of the our people as well as visitors to our international industry standard Institute of Occupational Safety facilities is of paramount importance for effective management of health and Health Group Management to Greencore. We pride ourselves and safety. Committee and also represents the on working to the highest safety Chilled Food Association at the Food standards and constantly monitor All of our locations have onsite Manufacturers Forum, a consultant the structure and processes in occupational health support, which for government legislation and other place to achieve this. has been standardised across the initiatives in the UK. UK with a single provider to drive In order to maintain high standards, best practice. Environment all of our business categories have Greencore is committed to growing dedicated risk managers who report As a result of all these activities our its business in an environmentally both to the local site management overall Group-wide accident rate has responsible and sustainable manner. and to the Group Health and seen a further 12% decline in the past Safety Manager. year – these figures are not simply Environmental Management based on reportable accidents to the Our facilities continue to develop their Ongoing training and further education HSE but all incidents however minor. Environmental Management Systems. programmes are in place for all of our During the past year Greencore Food risk managers through internal and Greencore continues to play a leading to Go at Manton Wood and Greencore external classroom based training, role in improving industry health and Malt have all maintained certification practical training and distance learning. safety standards and works closely to ISO 14001, and Greencore Grocery with trade and government bodies has maintained BS 8555 phases A number of our risk managers are to develop, pilot and support new 1-3 certification. taking BSc’s and MSc’s in health and initiatives aimed at driving continuous safety management in conjunction improvement across the industry. Our comprehensive environmental with local universities. Examples of this include Greencore’s audit programme has continued, engagement with the HSE via FOILE with a number of sites re-audited We conduct unannounced health (Field Operations Intervention for Large and all showing steady improvement and safety and machinery safety Employees), and piloting Behavioural in environmental performance audits across our facilities to ensure Safety at Greencore Grocery and compared to 2008. continuous improvement. The past Point of Use Risk Assessments at twelve months have seen a complete Prepared Meals. We continue to work with and review of the way risk assessments support a number of industry and are conducted across the business, Consequently the Greencore Food sector environmental initiatives, with with an enhanced standardised to Go site in Park Royal was selected our Group Environmental Manager, process now in place. These processes as a best practice facility for a local James Cherry, an active participant on have been assessed and agreed with health and safety PR campaign on the FDF Environment Committee and the HSE, our insurers and the leading slip accidents in London last spring. Utilities Panel, the CFA Sustainability accreditation body in the UK, SGS. Working Group, and the IGD’s Greencore was also one of the first Sustainability and Carbon Footprinting A programme of external audits and major food manufacturers in the Working Groups in the UK. certification is also in place for our UK to sign up to the HSE Pledge: business categories, with Food to Go, a public expression of commitment Prepared Meals, Frozen Foods and to maintain the highest health and Malt upgrading their current OHSAS safety standards. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 33 e (Scope 1 & 2 emissions) 2 Refrigerants Fossil fuels Electricity Transport

The Seriously Good range will sauces raise cooking of Relief Comic for money a year. days 365 253,147 tonnes253,147 CO ■ ■ ■ ■ 365 Greencore Group Carbon Footprint FY09 We haveWe continued to invest in energy efficiency and carbon reduction projects at our facilities. Greencore Grocery has taken significant further steps to improve the efficiency of its steam systems, to such an extent that it has successfully withdrawn from the emissions EU trading scheme (EU ETS), reducing by its thermal input rating and 20%, by is now below the threshold.20MW Waste and Recycling The focus on waste management in Greencore is still strongly aligned with the principles of the waste hierarchy striving to eliminate and minimise waste at source. Where this is not possible we encourage segregation to maximise opportunities for re-use and recycling, and in the last year have actively sought alternative disposal options to landfill. During the year our proportion of waste sent to landfill has reduced to 34%. from 56% larger our of three 2009 September By sites no longer sent any waste to landfill. haveWe continued to work with our customers under the Courtauld Commitment to deliver reductions in packaging, and from to 2009 2007 delivered a reduction in primary packaging are We weight of 2.4%. currently involved with WRAP and other signatories to Courtauld in developing a new scheme to run beyond 2010. We have a culture at Greencore driven by driven by at Greencore culture a have We shapes which values the approach core in all aspects our operations. take we of

2 2009 and Accounts Report Annual e), ande), covers FY09. 2 In June 2009 we signed up as a partner to Carbon Action Yorkshire, and will be working with them to promote their aims of reducing greenhouse gas emissions in the Yorkshire and Humber region. Greencore is currently working on a number of projects and initiatives to actively reduce both our absolute carbon footprint and our relative carbon intensity. It should also be noted that we routinely measure and review a range of environmental KPIs in addition to carbon, covering areas such as waste water, and effluent. All data is presented as tonnes of CO The scope of the footprint covers all Greencore operations. equivalent,and conversion factors have been taken from the 2009 guidelines to GHG conversion Defra/DECC’s factors for company reporting. equivalent (CO our direct Group carbon footprint. The exercisehas been completed following theguidelines and principles the of WBCSD/WRIGreenhouse Gas Protocol. Thefootprint 2 ourcovers& Scope 1 emissions, incorporating fossil fuels, transport fuel, refrigerants and electricityrelated emissions. All data has been reported in tonnes of CO Carbon Footprint Forthe first time have we calculated Greencore Group plc Group Greencore 34 Greencore Group plc Annual Report and Accounts 2009

Corporate Responsibility Review continued

100% All of the UK Convenience Foods facilities have achieved and maintained the highest ‘Grade A’ BRC standards.

Water and Effluent report both to local site management The Group’s high standards are The lean hygiene programme that and to the Group Technical Director recognised through numerous was introduced during the year has and provide bespoke training modules customer awards and their feedback delivered environmental benefits as part of a technical toolkit. is used to continually improve our through improvements in water operations. In April, Greencore was efficiency for cleaning operations, Regular internal and external audits are named as the own label supplier of and optimisation of cleaning chemical conducted at all of our manufacturing the year in both the chilled foods and usage that in turn reduces the impact sites – many of which are unannounced. ambient grocery categories at this on effluent discharges. At our Convenience Foods facilities in year’s Grocer Gold Awards, organised the UK in 2009 there were 2,217 internal by The Grocer for the UK food retail In August we completed the installation audits, 112 external audits and 166,293 sector. Our Chilled Sauces and and commissioning of a new effluent internal and external taste panels. Soups facility in Bristol was named treatment plant at our Cakes and Sainsbury’s Supplier of the Year in Desserts facility in Hull. The new Each Convenience Foods site the ‘SAFE’ category. plant meets all of the requirements in the UK and the Netherlands is of BAT (Best Available Techniques) accredited with the BRC Global Greencore plays an active role in and is already delivering significant Standard, which is a common developing industry standards though improvements in the effluent discharge standard for suppliers of private label our participation in a number of industry from site (97% COD removal and 99% food products to UK retailers. We are and government bodies. These include Suspended Solids removal). particularly proud that all of our UK the Chilled Food Association, where Convenience Foods facilities have Greencore Group technical director Environmental Information achieved and maintained the highest Helen Sisson is now serving her third and Awareness ‘Grade A’ standard – two with zero term as elected chair. Greencore This year we have launched our non-conformances. Furthermore leaders also have advisory roles lean environment module, with pilot our site in Liessel has achieved IFS with other bodies including the IGD, programmes at Park Royal and Selby. (International Food Standard) Food Chain CIC and the DEFRA link The programme involves supporting certification. programmes in the UK, promoting small teams at each site to help raise food safety to a broader audience. awareness of environmental issues In the US, Greencore works alongside and to deliver real environmental the USDA (US Department of Agriculture) In addition to our own facilities we improvements. and has provided a number of food apply equally demanding standards to safety programmes to colleagues based our suppliers, focusing not only on food Marketplace on our high UK standards, with our plant safety standards but also on animal Food Safety in Boston achieving AIB Superior rating. welfare and ethical trading. Greencore Food safety is a fundamental The UK Group Technical team has also is a member of SEDEX, which monitors parameter for Greencore and it is provided HACCP and food hygiene not only our own ethical performance our aim to lead best practice in this training to colleagues at our facilities but also that of our suppliers. area in the food industry. To achieve in the US. this, continued investment in the Health training and development of our Greencore’s malt facilities in the UK, Health and nutrition remain key people is critical and is provided Belgium and Ireland are all accredited areas of focus. As a leading food at all levels of the organisation, with ISO 9001:2000 and Greencore manufacturer Greencore has a and measured through our PRIDE Malt is a member of the Assured Malt responsibility to ensure that it provides programme reviews. The Group has Scheme, the independently audited healthy food choices and products with technical experts at all of our sites who assurance scheme for malt. ‘clean’ ingredient declarations. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

35 Greencore is also proud to continue to provide support and resources to the food trade charity Caravan, which currently assists around former 1,500 workers from the industry who are suffering hardship in retirement. In addition to supporting a number of sponsored events, Greencore has also donated food products for food hampers, which were distributed to a large number of beneficiaries at Christmas. Greencore’s support for Caravan was recognised with an achievement award at a ceremony at the beginning of the year. Grocery Greencore September, In launched a range of cooking saucesin and Ramsay Gordon with conjunction jar every from 10p where Relief, Comic sold is donated to charity. This initiative provides a year-round income stream for the charity. The money raised is used and vulnerable of lives the transform to disadvantaged people in the UK and in some of the world’s poorest countries. Further details of our company values, our corporate responsibility and codes of business practice can be found on our website at www.greencore.com. 500 , Greencore is proud to support to proud is Caravan, Greencore currently which charity, trade the food former industryassists workers. 1,500 1 Greencore’s Food First programme is our way of promoting a strong food’‘good culture. want We to be recognised as a food authority our by customers. Regular Food First activities take place at our Convenience Foods facilities, where colleagues throughout the organisation get a chance to learn more about the products they make. Local Communities responsibilities its of aware is Greencore on have impactcan positive the it and with work We communities. local its sponsorship provide and schools local support and fundraising initiatives of services.sports and local clubs alsoWe support and encourage fundraising activities of colleagues with activities ranging from sponsored runs and cycle rides to go-karting and five-a-side football events in aid of charity. In the past Greencore year, colleagues have raised large amounts of money for a variety of charities and good causes. In July Greencore launched a new initiative in conjunction with Young Enterprise to further develop and strengthen its relationships with local schools. In addition Greencore organises site visits and food demonstrations for schools to promote careers in the food industry. 2009 and Accounts Report Annual Development of a nutrition strategy and related policies. A common approach to measuring and reporting nutrition targets. Continued commitment to working towards salt FSA 2010 targets in the UK of our with products 86% already compliant. Full support Energy and of the FSA’s Saturated Fat Intake Program. Introduction and rollout of a basic nutrition training programme Links with customer nutritionists to track and monitor various customer nutritional policies, activities and opportunities. Active member of the Industry Nutrition Strategy Group (INSG) and the Nutritionists in Industry (NII) group in the UK and direct involvement in FSA industry stakeholder meetings. No hydrogenated vegetable oils, industrially added trans fats or genetically modified organisms in any Greencore product. > > > > > > > > Our key achievements andactivities in 2009 include: > > > > > > > > Greencore has a dedicated Group nutritionist who works with Greencore’s product development and technical teams as well as our customers and external bodies, including the FSA, IGD and Chilled Foods Association in the UK, to help deliver health and nutrition targets. Greencore Group plc Group Greencore 36 Greencore Group plc Annual Report and Accounts 2009 Board of Directors

Front row (l-r) Tony Hynes Ned Sullivan Di Walker Gerald Corbett Gary Kennedy Caroline Bergin

Back row (l-r) John Herlihy Patrick McCann David Sugden Geoff Doherty Patrick Coveney David Simons

AM Hynes EF Sullivan*, B Comm, MBS DS Walker, BSc Chief Operating Officer (Aged 58) Chairman (Aged 61) Chief Executive, Convenience Foods UK He has held the position of Chief He joined the Board in March 2002 and (Aged 37) Operating Officer since April 2001 became Chairman in February 2003. She was appointed Chief Executive, and joined the Board in December He was previously Group Managing Convenience Foods UK and joined 2001. He was previously Managing Director of Glanbia plc and, prior to the Board in April 2009. She joined Director of Green Isle Foods Limited, that, held a number of senior positions Greencore in June 2004 as Managing part of Northern Foods plc. Prior to with Grand Metropolitan plc in London Director of Greencore’s Chilled Sauces joining Green Isle, he held senior and Dublin. He is Chairman of and Soups category and in October management positions in China, McInerney Holdings plc and Eircom 2006 was appointed Managing Director France and Ireland with Essilor Limited and was the first Chairman of Food To Go. Prior to joining Greencore International, the worldwide of An Bord Bia (The Irish Food Board). she held a number of senior positions ophthalmic optics group. within the chilled foods industry and PA McCann* was Divisional Managing Director of JT Herlihy*, B Comm, FCA Non-Executive Director (Aged 58) Hibernia Foods plc and Convenience Non-Executive Director (Aged 42) He joined the Board in November Food Sales and Marketing Director of He joined the Board in March 2009. 2003. He is Chief Executive of Hazlewood Foods plc prior to it being He is Vice President of Global Ad Maldron Hotels and was formerly acquired by Greencore. Operations at Google and head Chief Executive of Jurys Doyle Hotel of Google Ireland. Previously, Group plc, a position he held from DA Sugden*, BSc, FCA he held senior management positions 2000 until 2006. He is also a Non- Non-Executive Director (Aged 58) at global technology companies Executive Director of EBS Building He joined the Board in April 2002. He is including First Data (US and EMEA), Society and the Irish Heart Foundation. a Non-Executive Director of Findel plc Epiphany (US and Asia-Pacific), and and former Chairman of BPP Holdings Oracle Corporation (US and EMEA). plc and MSB International plc. Prior to that, he was Group Chief Executive of Geest plc and Group Finance Director of Spear & Jackson International plc. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 37 Denotes Non-Executive Director Denotes Chairman of Committee (all of whom are Non-Executive Directors) CM Bergin, BA, Dip Legal Studies, Solicitor Group Company Secretary (Aged 48) She has held the position of Group Company Secretary since July 2002, having previously held the position of Deputy Group Secretary. Prior to joining the Group as company in 1991 solicitor she worked with A&L Goodbody, Solicitors. DM Simons*, BSc FCMA Econ, Non-Executive Director (Aged 62) He was appointed to the Board in July 2004. Previously, he was Chairman of PIPC Global Holding Company for more than Chairman a year, of Littlewoods Shop Direct Group Limited for five years and Chief Executive of Somerfield plc for seven years. Board Committees Audit Committee GMN Corbett* PG Kennedy* DM Simons** Nomination Committee PF Coveney McCann**PA DM Simons* Sullivan*EF Option and Remuneration Committee GMN Corbett** JT Herlihy* Sugden*DA Sullivan*EF * ** PG Kennedy*, BA, FCA Non-Executive Director (Aged 51) He joined the Board in November He2008. is a Director of Elan plc having been appointed in May and2005 is currently Chairman of its Audit Committee. He is Chairman of a number of private companies. Previously he was Group Director of Finance and Enterprise Technology at Allied Irish Banks plc andmember a of its main board and Group Vice-President of Nortel Networks Europe having started his management career at Deloitte and Touche. PF B Comm, Coveney, M Phil, D Phil Chief Executive Officer (Aged 39) He was appointed Chief Executive with effect from March He 2008. joined the Board in September and 2005 has previously held the position of Chief Financial Officer for the Group. Prior to joining Greencore, he was a partner with McKinsey & Company, serving as managing partner of McKinsey Ireland. He was elected a member of the Council of the Dublin Chamber of Commerce where he has acted as honorary treasurer.

2009 and Accounts Report Annual GP Doherty, B Comm, FCA Chief Financial Officer (Aged 38) He was appointed Chief Financial Officer and Chief Executive of the Group’s property and agri-business activities with effect from February He2008. joined the Board in July 2005 and has previously held the positions of Group Development Director and Group Financial Controller. Prior to joining Greencore, he was Group Financial Controller of IWP International plc and worked in the accountancy practices of PricewaterhouseCoopers and BDO Simpson Xavier. GMN Corbett*, MA, MSc Non-Executive Director (Aged 58) He joined the Board in December 2004. He is Chairman of Britvic plc, SSL International plc and Moneysupermarket.com plc. Greencore Group plc Group Greencore 38 Greencore Group plc Annual Report and Accounts 2009 Directors’ Report

Introduction The Directors submit their Report and Financial Statements for the year ended 25 September 2009.

Principal Activities and Review of Business Greencore is a leading international producer and supplier of convenience foods and ingredients to consumer, industrial and foodservice markets. Detailed commentaries on the Group’s performance for the year are contained in the Chairman’s Statement, the Chief Executive’s Review, and the Divisional and Financial Reviews. The principal subsidiary and associated undertakings are listed in Note 39 to the Group Financial Statements.

Results for the Year The results of the Group for the year are set out in the Group Income Statement. The loss for the year after taxation and exceptional charges was €8.4 million (2008: profit of €55.3 million).

Dividends An interim ordinary dividend of 3c (2008: 5.30c) per share was paid on 1 October 2009. The Directors recommend the payment of a final ordinary dividend of 4.5c (2008: 8.21c) per share. Subject to shareholders’ approval, this dividend is to be paid on 1 April 2010 to shareholders who were on the register of members at 5.00pm on 4 December 2009.

Share Capital During the year, 2,553,869 ordinary shares were issued under the Company’s Scrip Dividend scheme.

The Directors are currently authorised to issue a further 94,292,776 ordinary shares under an authority that was conferred on them at the Annual General Meeting held on 10 February 2005. This authority will expire on 10 February 2010 unless renewed and a resolution to that effect is being proposed at the Annual General Meeting to be held on 11 February 2010.

Additionally, at the forthcoming Annual General Meeting, shareholders are being asked to approve, until the day following the Annual General Meeting to be held in 2011, the Directors’ power to disapply the strict statutory pre-emption provisions relating to the issue of new equity for cash. The disapplication will be limited to the allotment of equity securities in connection with any rights issue or any open offer to shareholders and the allotment of shares in lieu of dividends, and the allotment of shares up to an aggregate nominal value equal to 5% of the nominal value of the Company’s issued share capital.

At the Annual General Meeting held in February 2009, shareholders passed a resolution to give the Company, or any of its subsidiaries, the authority to purchase up to 10% of its own shares. At the Annual General Meeting to be held on 11 February 2010, shareholders are being asked to renew this authority until the date of the Annual General Meeting to be held in 2011 or 11 August 2011, whichever is the earlier. The Directors do not have any current intention to exercise the power to purchase the Company’s own shares.

Under the Articles of Association of the Company no person shall be entitled to acquire shares representing 30% or more of the Company’s issued share capital or (alone or with any associate or associates) to control the exercise of 30% or more of the votes which are ordinarily exercisable in all circumstances at general meetings of the Company. This restriction cannot be amended without the consent of the holder of the special share in the capital of the Company.

The special share is owned by the Minister for Agriculture and Food, on behalf of the Irish State. It gives the owner certain rights, inter alia, in relation to the amendment of the Company’s Articles of Association, the maximum size of shareholdings in the Company, the sugar quota and sugar producing assets formerly used by the Company.

Future Developments The Group showed further growth and development during the year. Future prospects are outlined in the Chairman’s Statement, the Chief Executive’s Review, and the Divisional and Financial Reviews. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements % of 39 4.55 issued 10.65 12.04 capital No. of shares ordinary 9,369,614 21,911,558 24,768,742

2009 and Accounts Report Annual The Report on Directors’ Remuneration is set out on pages to 49. 45 Corporate Governance Statements the by Directors in relation to the Company’s application of corporate governance principles, compliance with the provisions of Section 1 of the 2008 Combined Code on Corporate Governance, the Group’s system of internal controls and the adoption of the going concern basis in the preparation of the Financial Statements are set out on pages to 44 . 41 Letko, BrosseauLetko, & Associates JP Morgan Chase & Co Apart from these holdings, the Company has not been notified December at 17 2009 of any interest or more of 3% in its ordinary share capital. Polaris Capital Management LLC Significant Shareholdings December 17 At 2009 the Company has been advised of the following notifiable interests in its ordinary share capital: Directors’ Interests in Share Capital at September 25 2009 The interests of the Directors and Group Company Secretary in the shares of the Company are set out in the Report on Directors’ Remuneration. The Directors and Group Company Secretary have no beneficial interests in any of the Group’s subsidiary, joint venture or associated undertakings. Following formal evaluation of the individuals’ performance, the Board recommends the appointment of the Directors seekingre-appointment as they continue to be effective and demonstrate commitment to the role. Directors In accordance with the Articles of Association of the Company, Anthony M Hynes, Patrick A McCann and Edmond F Sullivan retire from the Board rotation by at the forthcoming Annual General Meeting. Mr Hynes, Mr McCann and Mr Sullivan, being eligible, offer themselves for re-appointment. Mr McCann will have completed his second three-year term and Mr Sullivanhave will completed one year of his third term. John In March T Herlihy 2009, and in Diane April S Walker 2009, were appointed to the Board. In accordance with the Articles of Association of the Company, Mr Herlihy and Ms Walker will retire at the forthcoming Annual General Meeting and, being eligible, will offer themselves for re-appointment. Mr McCann, Mrand Sullivan Mr Herlihy do not have service contracts with the Company. Further detail in relation to the Group’s internal controls is included on pages to 44 of this 41 report. Details of the Group’s key performance indicators are set on page 11. Principal Risks and Uncertainties As with any large Group, Greencore faces a number of risks and uncertainties. Individual business unit management teams primarily drive the process which by individual risks and uncertainties are identified, these teams being best placedsignificant to identify and emerging risks and uncertainties in their businesses. The output from this process feeds into the regularmanagement reporting structures. Risks and mitigating controls, common across all categories, are managed and reviewedat Group level. Risks identifiedand associated mitigating controls are subject to review as part of the Group’s health and safety, technical compliance and operational/financial audit programmes. Under Irish company law (Regulation of the 37 European Communities (Companies: Group Accounts) Regulations as amended), 1992, the Group is required to give a description of the principal risks and uncertainties which it faces. These principal risks are set out on pages and 27. 26 Greencore Group plc Group Greencore Shareholder 40 Greencore Group plc Annual Report and Accounts 2009 Directors’ Report continued

Corporate Responsibility The Group views corporate responsibility as an integral part of the organisation’s culture and always strives to ensure it is acting in the best interests of all related parties and stakeholders. Group policies and implementation systems are set out on pages 30 to 35.

Research and Development The Group continued its research and development programme in relation to its principal activities during the year. Further information is contained in the reviews on pages 14 to 25.

Taxation Status So far as the Directors are aware, the Company is not a close company within the meaning of the Tax Consolidation Act.

Events Since the Year-End There have been no significant events affecting the Group since the year-end other than those disclosed in Note 40 to the Group Financial Statements and the Directors do not anticipate any substantial changes to the nature of the business.

Auditor The auditor, KPMG, Chartered Accountants, continues in office in accordance with Section 160 (2) of the Companies Act 1963.

Notice of Annual General Meeting and Special Business Notice of the Annual General Meeting, together with details of special business to be considered at the meeting, is set out in a separate circular which is enclosed with the Annual Report.

On behalf of the Board

EF Sullivan GP Doherty Director Director

Dublin 17 December 2009 WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 41

2009 and Accounts Report Annual

The Board has acknowledged that there should be a recognised senior member of the Board, known as the ‘Senior Independent Director’ and that the position should be rotated among the Non-Executive Directors, all of whom are independent. Mr David A Sugden is currently the Senior Independent Director. Mr Sugden is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Chief Financial Officer. As part of the performance evaluation process, the Non-Executive Directors, led the by Senior Independent Director, meet annuallythe without Chairman present to appraise the Chairman’s performance, having taken the views of the Executive Directors and the Company Secretary into account. The roles of Chairman and Chief Executive are separate and there is a clear division of responsibilities between them whichis set out in writing and has been approved the by Board. The Board has delegated responsibility for the management of the Group, through the Chief Executive, to executive management, and the Chief Executive is accountable to the Board for all authority so delegated. The Board has a formal process whereby each Director and the Group Company Secretary individually meets the Chairman annually to review individual Director’s performance, the conduct of Board meetings, the performance of the Board and its committees, and the general corporate governance of the Group. In addition, the Chairman meets at least once annually with the Non-Executive Directors without the Executive Directors being present. All Directors receive regular Group Management Accounts and reports and full Board papers are sent to each Director in further sufficientmeetings.Any Board supportingDirectors all before availableontime readily to informationpapers are and themeeting and Board committeeprevious the Board meetingsall since held minutesof papersthe include Board The request. Chairman of each committee is available to give a report on the committee’s proceedings at Board meetings, if appropriate. There is an agreed procedure for Directors to take independent legal advice, at the expense of the Company, in the furtherance of their duties as Directors of the Company. The Group has a policy in place which indemnifies the Directors in respect of legal action taken against them. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are followed. The appointment and removal of the Company Secretary is a matter for the Board as a whole. There is an agreed list of matters which the Board has formally reserved to itself for decision, such as approval of the Group’s commercial strategy, trading and capital budgets, Financial Statements, Board membership, major acquisitions and disposals, major capital expenditure, risk management and treasury policies. The Board agrees a schedule of regular meetings to be held in each calendar year and also meets on other occasions as necessary. Meetings are held at the head office in Dublin, as well as at the offices of the Group’s operating subsidiaries. Board of Directors The Board is responsible for the leadership and control of the Company. The Board is currently made up of four Executive and seven Non-Executive Directors. Biographical details are set The out Board on pages considers and 36 37. that,between them, the Directors bring the range of skills, knowledge and experience necessary to lead the Company. All the Directors bring independent judgement to bear on issues of strategy, performance, resources, key appointments and standards. The Board has determined that each of the Non-Executive Directors is independent. Each has nomaterial interest or other relationshipwith the Group. Corporate governance is concerned with how companies are managed and controlled. The Directors are committed to the highest standards of corporate governance. This statement explains how the Group has applied the principles set out in Section 1 of the FRC Combined Code on Corporate Governance 2008 (the Code) adopted the by Irish and London Stock Exchanges. The Board believes it has complied fully with the Code and that it has complied throughout the financial year ended September 25 2009 with the provisions where the requirements are of a continuing nature. Corporate Governance Governance Corporate Greencore Group plc Group Greencore Report 42 Greencore Group plc Annual Report and Accounts 2009 Corporate Governance Report continued

Board Committees The Board has established an effective committee structure to assist in the discharge of its responsibilities. The committees and their members are listed on page 37 of this report. All committees of the Board have written terms of reference dealing with their authority and duties delegated by the Board. The terms of reference are available on the Group’s website at www.greencore.com, and can be accessed through the Corporate Governance section. Membership of the Audit Committee and the Option and Remuneration Committee is comprised exclusively of Non-Executive Directors. The Group Company Secretary acts as secretary to each of these committees.

The Audit Committee reviews the accounting principles, policies and practices adopted in the preparation of the Interim Statements, the Half Yearly Financial Report and the Annual Group and Company Financial Statements. The Committee also discusses with the Group’s external auditor the results and scope of their audit. In addition, it reviews the scope and performance of the Group’s internal audit function and the cost effectiveness, independence and objectivity of the external auditor. The Committee assists the Board in meeting its obligations under the Combined Code on Corporate Governance in the areas of risk assessment and internal controls. The external auditor is invited to attend Committee meetings, along with the Chief Executive, the Chief Financial Officer and the Head of the Risk Management. The external auditor and the Head of the Risk Management Group have the opportunity to meet with the members of the Committee alone at least once a year. The Group has a policy governing the conduct of non-audit work by the auditor. The engagement of the external auditor to provide any non-audit services must be pre-approved by the Committee where the fee exceeds 20% of the audit fee. Non-audit related services amounting to €1,378,000 (2008: €710,000) were provided by KPMG, the external auditor, in the financial year to 25 September 2009. KPMG are also tax advisors to the Group.

The Committee has determined that Mr GMN Corbett, Mr PG Kennedy and Mr DM Simons have recent and relevant financial experience and, therefore, satisfy the requirements of the Code. Mr David M Simons is Chairman of the Audit Committee.

The Nomination Committee is responsible for proposing to the Board any new appointments, whether of Executive or Non-Executive Directors of the Company. To facilitate the search for suitable candidates, the Committee uses the services of independent consultants. Appointments to the Board are approved by the Board as a whole. In so doing, the Board considers the balance of skill, knowledge and experience on the Board which is necessary to allow it to meet the strategic vision of the Group. Newly appointed Directors are subject to election by shareholders at the Annual General Meeting following their appointment. Excluding any such newly appointed Directors, one third of the Board is subject to re-election each year. Non-Executive Directors are normally appointed to the Board for an initial term of three years, renewable with the Board’s agreement for a further term of three years but subject to re-election by shareholders on the normal rotation basis. Subject to the unanimous request of the Board, a Director may go forward to seek election for a third term.

The terms and conditions of appointment of Non-Executive Directors are available for inspection at the Company’s registered office, during normal office hours, and at the Annual General Meeting of the Company. An induction programme to the Group is arranged for all new Directors, including visits to the trading operations of subsidiaries. Mr Patrick A McCann is Chairman of the Nomination Committee.

The Option and Remuneration Committee operates the Group’s Deferred Bonus Scheme, Share Option Schemes and Sharesave Schemes. It is responsible for determining the remuneration packages of the Executive Directors and senior management and for making recommendations in regard to the Chairman’s and Directors’ fees which are fixed by the Board on the authority of the shareholders. Where necessary, the Committee consults with remuneration consultants. The Group’s remuneration policy for Executive Directors and details of Directors’ remuneration are contained in the Report on Directors’ Remuneration on pages 45 to 49. Mr Gerald MN Corbett is Chairman of the Option and Remuneration Committee. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 1 1 B – – – – – – – – 3 2 3 43 Option and Remuneration 1 A – – – – – – – – 3 2 3 3 1 B – – – – – – – – 2 2 2 2

Nomination 1 A – – – – – – – – 2 2 2 2 B – – – – – – – – – 4 2 2 4

Audit A – – – – – – – – – 4 3 2 4 1 B 7 7 7 8 8 8 4 8 8 3 8 4

Board A 7 8 8 8 2 4 8 8 3 8 8 8 4

2009 and Accounts Report Annual Resigned December 18 2008 Appointed March 13 2009 Appointed November 20 2008 Retired February 12 2009 Appointed April 23 2009

Going Concern The Directors, after making enquiries, have a reasonable expectation that the Company and the Group as a whole have adequate resources to continue operating for the foreseeable future. For this reason, the going concern basis continues to be adopted in preparing the Financial Statements. All Board members attend the Annual General Meeting and are available to answer questions. Separate resolutionsproposed are on substantially different issues, and the agenda of business to be conducted at the Annual General Meeting includes a resolution to receive and consider the Annual Report and Financial Statements. The chairmen of the Board’s committees are available at the Annual General Meeting. Notice of the Annual General Meeting, together with the AnnualReport and Financial Statements, are sent to shareholders at least working 20 days before the meeting, and details of the proxy votes for and against each resolution and the number of abstentions are announced after the vote on the show of hands. Communication with Shareholders The Company has regulardialogue with institutional and major shareholders throughout the other year, than during close periods. All Directors are available to meet with such shareholders throughout the The year. Company also encourages communication with shareholders throughout the year and welcomes their participation at general meetings. The viewsthe shareholders of and the market in general are communicated to the Board on a regular basis, as are expressed views on corporate governance and strategy, as well as the outcome of analyst and brokerbriefings. Analyst reports on the Company are also circulated to the Board members on a regular basis. The Group’s website, www.greencore.com, provides the full text of the Annual Reports, Interim Management Statements, Half Yearly Financial Reports and presentations to analysts and investors. These can be accessed through the Investor Relations section of the website. Stock Exchange announcements are also made available in the Investor Relations section of the website, after release to the Stock Exchange. * Column A indicates the number of scheduled meetings held during the period in which the Director was a member of the Board and/or committee. Column B indicates the number of scheduled meetings attended during the period in which the Director was a member of the Board and/or committee. ** *** **** ***** GMN Corbett Attendance at scheduled Board and Board committee meetings during the year ended September 25 2009: Greencore Group plc Group Greencore

PF Coveney GP Doherty SP FitzPatrick* JT Herlihy** AM Hynes PG Kennedy*** PA McCannPA PR O’Donoghue**** DM Simons DA SugdenDA EF SullivanEF DS Walker***** 44 Greencore Group plc Annual Report and Accounts 2009 Corporate Governance Report continued

Internal Control The Board has overall responsibility for the Group’s system of internal control, for reviewing its effectiveness and for confirming that there is a process for identifying, evaluating and managing the significant risks for the achievement of the Group’s strategic objectives. This process has been in place throughout the financial year up to the date of the approval of the Annual Report and Financial Statements, accords with the Turnbull guidance and is regularly reviewed by the Board. This system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The systems involve the Board considering the following:

>> the nature and extent of the risks facing the Group; >> the extent and categories of risks it regards as acceptable for the Group to bear; >> the likelihood of the risk concerned materialising; >> the Group’s ability to reduce the incidence and impact on its business of risks that do materialise; and >> the costs of operating particular controls relative to the benefits thereby obtained in managing related risks.

The risks faced by the Group are reviewed regularly with management and with the Board’s Audit Committee whose terms of reference require it to conduct an annual assessment and make a report to the Board on (a) the nature and extent of the significant risks facing the Group, (b) the design, operation and monitoring by management of internal control systems and the adequacy and frequency of reports from management to the Board, and (c) whether they give a balanced assessment of the significant risks and the effectiveness of the system of internal control in managing those risks.

The key elements of the system are as follows:

>> the Corporate Manual, which includes a statement of corporate values, is distributed throughout the Group; >> clearly defined organisation structures and lines of authority; >> corporate policies for financial reporting, treasury and financial risk management, information technology and security, project appraisal and corporate governance; >> annual budgets and three-year business plans for all operating units, identifying key risks and opportunities; >> monitoring of performance against budgets and reporting thereon to the Directors on a regular basis; >> a Risk Management Group which reviews key business processes and controls; and >> an Audit Committee which approves plans and deals with significant control issues raised by internal or external audit.

In 2008, the Group appointed KPMG to perform a business by business review of the balance sheets of each business unit in the Group including a comprehensive assessment of the financial and internal control environment at each of the sites. All of the Group sites have been reviewed with no material issues identified. As a result of this thorough investigation of the business, the internal audit function has been restructured and renamed the Risk Management Group in order to refocus and upweigh its importance across the Group.

In order to ensure the necessary focus on the control environment, the Group has determined that it will incentivise the upgrading of the internal control environment so as to embed it within the organisation, therefore, the upgrading of the environment forms part of performance review of individuals which would include managing directors as well as finance teams. The Directors are satisfied that the control failings and weaknesses have been identified and have reassessed and improved management’s ongoing processes for designing, operating and monitoring the system of internal control.

In accordance with the process outlined above, the Board has satisfied itself on the effectiveness of the internal control systems in operation and it has approved the reporting lines to it to ensure the ongoing effectiveness of the internal controls and reporting structures.

Finally, the Directors, through the use of appropriate procedures, systems and the employment of competent persons, have ensured that measures are in place to secure compliance with the Company’s obligation to keep proper books of account. The books of account are kept at the registered office of the Company.

Compliance The Board is committed to maintaining high standards of corporate governance and supports the principles advocated by the 2008 Combined Code of Corporate Governance issued by the Financial Reporting Council (“the Code”) and in the period under review the Company complied with the Code provisions. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 45

2009 and Accounts Report Annual

to support the business strategy; to align the financial interests of executives and shareholders; to provide market competitive reward opportunities for performance in line with expectations; and to have competitive compensation packages to attract and retain managers of the highest calibre. budgeted performance targets are clearly defined and stretching; the maximum annual performance related bonuses are competitive with peer group companies of the Group; and of performance75% targets are weighted towards financial targets with weighting a 25% for personal and strategic goals. > > > > > > > The rationale for implementing this type of plan includes the retention of key executives, aligning pay with short-term performance, simplifying the current arrangements and aligning executives’ interests with shareholders’deferral interests of part through of the bonus into shares. Not all eligible executiveswill necessarily receive an award in any single year and no executive will receive awards from the option plan in the same year as they receive the benefit ofa deferred bonus. The incentive plan for Senior Executives was adopted the by Board for the financial year ended September 26 2008 and subsequent financial years. The annual performance related bonus scheme ensures that: The current incentive plan for Senior Executives operates deferring by a portion of the annual bonus earned into Company shares calculated at market value, to be held a trustee by for the benefit of individual participants for three years without any additional performance requirements or matching. The shares vest after three years but will be forfeited shouldvoluntarily an executive leave the Group within the three-year time period subject to normal leaver” “good provisions. Performance Related Annual Bonus and Deferred Bonus Plan The following principles have been adopted as a framework for evaluating changes to executive remuneration. The remuneration arrangements for Executive Directors are designed: > > > > > > > Basic Salary The salaries of Executive Directors are reviewed annually having regard tothe job size, responsibility levels, personalCompany and performance and competitive market practice, however, a pay freeze is currently in place for the 2009/2010 financial year. Mercer Human Resource Consulting Limited (Mercer) was appointed as remuneration advisors to the Committee in 2006. Mercer provides advice on remuneration policy and philosophy, benchmarking exercises for Executive Directors, and remunerationpackages based on current market trends, and has been retained to review pension arrangements for Senior Executives in light of the Board’s decision to close all defined benefit arrangements to future accrual. separately, Mercer, through its retirement business, provides administration, consulting and actuarial services in relation to the variousoccupational pension schemes sponsored the by Group. The Option and Remuneration Committee does not consider there to be any conflict of interest in Mercer acting both for the Group and the pension trustees. The main elements of the remuneration package for Executive Directors are basic salary and benefits, a performanceannual related bonus, a deferred bonus plan, pension benefits and participation in a share option plan. The Option and Remuneration Committee obtains external advice on remuneration in comparable companies, as necessary, and has given full consideration to Schedule A to the Code. Remuneration Policy The main aim of the Group’s remuneration policy is to pay the Executive Directors competitively taking into consideration the remunerationpractices of other international companies of similar size and scope, the current economic climate and the need to ensure Directors are appropriately remunerated and motivated to perform in the best interests of shareholders. The Option and Remuneration Committee The Option and Remuneration Committee of the Board consists of Non-Executive Directors of the Company. The terms of reference of the Option and Remuneration Committee include the determination of the remuneration packages for Executive Directors and senior management and recommendations on Non-Executive Directors’ fees. Further details are setand out membership below of the Committee itwas In agreed is May set 2009, out that, on page in order 37. to achieve cost savings in the current economic climate, all Directors and Senior Executives would accept reduction a 5% in basic salary and a 5% reduction in Directors’ fees and that a pay freeze would be implemented across the financial Group for the 2009/2010 year. Report on Directors’ Report Directors’ on Greencore Group plc Group Greencore Remuneration 46 Greencore Group plc Annual Report and Accounts 2009 Report on Directors’ Remuneration continued

Performance Share Plan At the Annual General Meeting in 2004, shareholders approved the introduction of a new long-term incentive scheme for Senior Executives described as a Performance Share Plan (the Plan). The Plan is for Senior Executives who are best placed to maximise shareholder value and operates on the basis of the making of conditional share awards using Greencore shares as the underlying unit of value. In the financial year to 25 September 2009, no conditional awards were made to any executive.

Share Option Schemes The Group operates share option and sharesave schemes that are based on approvals by shareholders in 1991, 1994 and 2001. It is Group policy to grant options under the Executive Share Option Scheme to key executives across the Group to encourage identification with shareholders’ interests. Options have been granted to some 250 executives to date. Non-Executive Directors do not participate in the scheme.

Under the 1991 and 1994 schemes, basic options cannot be exercised before the expiration of three years from the date of grant and then only if the Company’s earnings per share has grown, over three years, at least to the same extent as the growth in the Consumer Price Index (CPI) over the same period. Second tier options cannot be exercised before the expiration of five years from the date of grant, and only then if the Company’s earnings per share growth over five years has been such as to place the Company in the top quartile of companies listed on the Irish Stock Exchange by reference to growth in earnings per share over the same period. A further provision is that second tier options shall be exercisable if the Company’s earnings per share growth over the relevant period is greater by not less than 10% on an annualised basis than the increase in the CPI over that period.

Under the 2001 scheme, basic options can only be exercised where there has been an increase in the earnings per share of the Company of at least the increase in the CPI over a three-year period plus 5% compounded per annum and second tier options can only be exercised where:

(i) there has been an increase in the earnings per share of the Company of at least the increase in the CPI over a five year period plus 10% compounded per annum; and (ii) the rate of increase in the earnings per share of the Company places it at the top quartile of a table of growth rates of earnings per share of comparative companies over that period.

In the financial year to 25 September 2009 no second tier option grants were awarded to any executive and currently there are no such options outstanding.

The Group encourages eligible employees to save in order to buy shares in the Company. The sharesave schemes provide a means of saving and give employees the opportunity to become shareholders. To date, approximately 3,000 employees have been granted options under the sharesave schemes.

Directors’ and Group Company Secretary’s Share Interests The beneficial interests of the Directors and Group Company Secretary (including their respective family interests) who held office at 25 September 2009 in the share capital of the Company were as follows: Ordinary Shares At 26/09/2008 or date of Directors At 25/09/2009 appointment GMN Corbett 58,800 58,800 PF Coveney 404,500 102,000 GP Doherty 37,000 37,000 JT Herlihy – – AM Hynes 58,798 58,798 PG Kennedy 10,000 – PA McCann 42,000 12,000 DM Simons 50,000 5,000 DA Sugden 17,500 17,500 EF Sullivan 22,365 22,365 DS Walker 56,623 56,623

Group Company Secretary CM Bergin 62,658 28,658

Following the year-end, Mr PG Kennedy acquired 7,701 ordinary shares in the capital of the Company. There were no other changes in the interests of Directors and the Group Company Secretary between 25 September 2009 and 17 December 2009. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

e d – e g t a 47 h r 2009 g e €3.11 i €3.41 €3.21 v €0.88 €2.80 €0.88 price at 25 Sept25 e exercise a €0.88 W Stg£0.87 Stg£4.89

Holding period – At end of year 10,431 20,880 20,880 20,880 150,000 420,000 350,000 500,000 225,000

– – – – – – – 01/12/2009 – 01/12/2012 01/12/2009 – 01/12/2012 01/12/2009 – 01/12/2012 01/12/2009 – 01/12/2012 09/12/2008 – 09/12/2011 03/12/2008 – 03/12/2011 03/12/2008 – 03/12/2011 03/12/2008 – 03/12/2011 03/12/2008 – 03/12/2011 01/12/2009 – 01/12/2012 04/12/2007 – 04/12/2010 04/12/2007 – 04/12/2010 04/12/2007 – 04/12/2010 04/12/2007 – 04/12/2010 year during 5,184 5,508 5,838 Exercised or lapsed

– – – – – – year during 10,431 Granted 20,880 20,880 20,880

– – 1.38 1.38 1.38 1.38 1.38 0.85 0.92 4.22 0.92 4.22 0.92 0.92 4.22 4.22 date € 5,184 of year 5,508 At start 5,838 on award 150,000 420,000 350,000 500,000 225,000 Market price

Initial 75,462 35,742 96,043 161,572 101,746 114,525 of shares 170,525 125,257 315,978 100,000 491,522 allocation 239,239 245,633 382,036

2009 and Accounts Report Annual Basic Sharesave Basic Sharesave Basic Sharesave Basic Sharesave Basic Sharesave

DS Walker

AM Hynes

GP Doherty Directors’ and Group Company Secretary’s Share Options Details of movements on outstanding options over the Company’s ordinary share capital and those granted during the year are set out below. Outstanding options are exercisable on dates between and 2018. 2010

Number of Options PF Coveney

Group Company Secretary CM Bergin PF Coveney Deferred Bonus Plan Awards The Directors and Group Company Secretary have no beneficial interests inany of the Group’s subsidiary, joint venture or associated undertakings. Greencore Group plc Group Greencore Executive Directors GP Doherty AM Hynes DS WalkerDS CM Bergin There were no changes in the interests of the Directors and the Group Company Secretary between September 25 2009 and December17 2009. 48 Greencore Group plc Annual Report and Accounts 2009 Report on Directors’ Remuneration continued

Share Options Options outstanding under the Company’s share option and sharesave schemes at 25 September 2009 amounted to 8,214,433 ordinary shares (2008: 6,729,973) made up as follows: No. of Normal ordinary Price dates shares range exercisable Share option schemes Basic tier 5,340,000 €0.80-€4.89 2009 – 2018 Sharesave scheme Ireland 319,067 €0.88-€3.95 2009 – 2014 UK 2,555,366 Stg£0.87-Stg£3.01 2009 – 2015 8,214,433

Pension Benefits Messrs Coveney, Doherty and Hynes participated in the Greencore Group Pension Scheme (“the Greencore Scheme”) with different accrual rates. In the case of Mr Hynes, his accrual rate was designed to provide one third of pensionable earnings at retirement and in the case of Messrs Coveney and Doherty, it provides one sixtieth for each year of pensionable service. The Greencore Scheme is closed to future accrual from 31 December 2009. Ms Walker is a member of the Hazlewood Foods Retirement Benefit Scheme (“HFRB”) which provides one sixtieth for each year of pensionable service subject to an earnings cap. The HFRB Scheme is closed to future accrual with effect from 31 December 2009. All of the Executive Directors will become members of a Defined Contribution Scheme arrangement in Ireland and the United Kingdom going forward.

Directors’ Pensions The following table sets out the pension benefits earned by Directors during the year together with the transfer value of the increases in accrued benefits under the Greencore Scheme and the HFRB Scheme.

Value of increase in Increase in accrued Accrued accrued pension – benefit at benefits net of 25 September during the employee 2009 year contributions 2009 €’000 €’000 €’000 PF Coveney 47 15 102 GP Doherty 58 7 43 AM Hynes 150 21 446 DS Walker 11 1 1

Value of increase in Increase in accrued Accrued accrued pension – benefit at benefits net of 26 September during the employee 2008 year contributions 2008 €’000 €’000 €’000 PF Coveney 32 16 99 GP Doherty 51 14 93 AM Hynes 129 17 319

The actuarial values set out above represent the standard value of increases in accrued benefits payable at and from normal retirement age in respect of each Executive Director (that being sixty years of age), net of the amount of that Director’s own contribution during the year. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 7 – – 4 11 – 51 57 57 57 57 63 212 total 49 687 503 495 554 2008 2008 €’000 1,685 2,239

7 4 11 13 21 27 62 43 68 62 62 414 total 757 208 609 566 2009 2009 €’000 1,163 2,943 3,509

– – – – – – – – – – 121 170 218 339 848 848 €’000 bonus Performance

– – – – – – – – – – 47 40 30 28 145 145 Other €’000 benefits

– 4 – – – – – – – – – 41 78 50 173 173 €’000 Pension contributions

– – – – – – – – – – 261 699 449 368 Basic €’000 salary 1,777 1,777

– – – – – – – – – 12 18 12 12 158 212 212 Fees €’000 special

– – – – – 13 21 27 50 50 43 50 50 50 Fees 354 354 €’000 ordinary

2009 and Accounts Report Annual Mr FitzPatrick resigned as a director on December 18 2008 and Mr O’Donoghue retireddirector as a director on November 20 on February 12 2008, Mr Mr Herlihy Kennedy 2009. was was appointed appointed on a March 13 2009 and Ms Walker was appointedinsurance, on April 23 Other benefit 2009. benefits in kind or refer car allowances. to health Executive Directors Average number of Executive Directors In addition to the above, the Executive Directors receive share options and Deferred Bonus Share awards. Full details of Directors’ share options are outlined on pages 46 and of this 47 Report with the expense recognised in the Income Statement in the calculated year, in accordance with IFRS 2 Share-based payment in respect of options issued to Executive Directors under the Group Share Option Schemes and Sharesave Schemes, totalling million €0.033 million). credit: (2008 €0.203 Full details of Deferred Bonus Plan Awards are outlined on pages of this to 47 45 Report with the expense recognised in the Income Statement in the year totalling million million) €0.442 €0.272 (2008: in respect of directors. * Non–executive Directors SullivanEF PF Coveney

Average number of Non-Executive Directors Directors’ Remuneration for the Ended Year September 25 2009 Directors’ Service Contracts No Executive Director hasa service contract extending beyondtwelve months. Each Executive Director is entitled to terminatetheir employment with prior 30 days notice at any time within six months after a change in control of the Companyif the executive has reasonable grounds to contend that such change in control has resulted or will result in the diminution of their powers, dutiesor functions in relation to the Company. If the executive’s contract is terminated in those circumstances the executive can seek a payment from the Company in settlement of alland any claims arising in those circumstances. The amount of the payment (subject to deduction ofincome tax) will be equal to the sum total of the basic salary and the bonus paid to the executive in the calendar year immediately preceding such termination. The Non-Executive Directors do not haveservice contracts but have letters of appointment. Greencore Group plc Group Greencore GMN Corbett GP Doherty SP FitzPatrick* AM Hynes JT Herlihy* DS Walker* PG Kennedy*

PA McCannPA PR O’Donoghue* DM Simons DA SugdenDA

Total remunerationTotal 50 Greencore Group plc Annual Report and Accounts 2009 Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable laws and regulations.

Irish company law requires the Directors to prepare Financial Statements for each financial year which give a true and fair view of the state of affairs of the Company and of the Group and of the profit or loss of the Group for that period. The Directors have prepared the Group Financial Statements in accordance with International Financial Reporting Standards as adopted by the European Union. The Directors have elected to prepare the Company Financial Statements in accordance with Generally Accepted Accounting Practice in Ireland (Irish GAAP), comprising the financial reporting standards issued by the Accounting Standards Board and published by Chartered Accountants Ireland together with the Companies Acts, 1963 to 2009.

In preparing these Group Financial Statements the Directors are required to:

>> select suitable accounting policies and apply them consistently; >> make judgements and estimates that are reasonable and prudent; >> comply with applicable International Financial Reporting Standards as adopted by the European Union, subject to any material departures disclosed and explained in the Financial Statements; and >> prepare the Financial Statements on the going concern basis, unless it is inappropriate to presume that the Group will continue in business.

The Directors are also required by the Transparency (Directive 2004/109/EC) Regulations 2007 and the Interim Transparency Rules of the Irish Financial Services Regulations Authority to include a management report containing a fair review of the business and a description of the principal risks and uncertainties facing the Group.

The Directors confirm that they have complied with the above requirements in preparing the Annual Report.

The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Company, and which enable them to ensure that the Financial Statements of the Group are prepared in accordance with applicable International Financial Reporting Standards as adopted by the European Union and comply with the provisions of the Companies Acts, 1963 to 2009, and Article 4 of the European Communities (International Financial Reporting Standards and Miscellaneous Amendments) Regulations 2005 (the “IAS Regulation”). They are also responsible for safeguarding the assets of the Company and the Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the website (www.greencore.com). Legislation in Ireland concerning the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

Regulation 21 of SI 255/2006 “EC (Takeover Directive) Regulations 2006” For the purpose of Regulation 21 of SI 255/2006 “EC (Takeover Directive) Regulations 2006”, the information given under the following headings on pages 38 (Share Capital), 39 (Directors), 39 (Significant Shareholdings), 45 (Performance Related Annual Bonus and Deferred Bonus Plan), 46 (Performance Share Plan), 46 (Share Option Schemes), 46 (Directors’ and Group Company Secretary’s Share Interests), 48 (Share Options), 49 (Directors’ Service Contracts) and 49 (Share Based Payments) are deemed to be incorporated in this part of the Directors’ Report.

SI 277/2007 Transparency (Directive 2004/109/EC) Regulations 2007 As required by Statutory Instrument 277/2007 Transparency (Directive 2004/109/EC) Regulations 2007 the following sections of the Company’s Annual Report shall be treated as forming part of this report:

1. The Chairman’s Statement on page 4. 2. Divisional Review on pages 14 to 19 which includes a review of the external environment, key strategic aims and performance measures. 3. Financial Review on pages 22 to 25. 4. Principal Risks and Uncertainties on pages 26 to 27. 5. Corporate Governance Report on pages 41 to 44. 6. Corporate Responsibility Review on pages 30 to 35. 7. Directors’ Report on research and development on page 40. 8. Details of Earnings per Ordinary Share on page 66. 9. Details of shares re-purchased by the Company on page 104. 10. Details of Derivative Financial Instruments on pages 88 to 97. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 51 GP Doherty Director 2009 and Accounts Report Annual give a true and fair view of the assets, liabilities, financial position and the profit or loss of the Company and the undertakings included in the consolidation; include, taken as a whole, a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation; and give a description of the principal risks and uncertainties that they face. > > > EF Sullivan Director Dublin December17 2009 On behalf of the Board The Directors confirm that to the best of their knowledge, the Annual Report and the Group Financial Statements, prepared in accordance with applicable law and International Financial Reporting Standards as adopted as the by at EU, September25 2009: > > > Greencore Group plc Group Greencore 52 Greencore Group plc Annual Report and Accounts 2009 Independent Auditor’s Report to the members of Greencore Group plc

We have audited the Group and Company financial We also report to you if, in our opinion, any information statements (the ‘‘Financial Statements’’) of Greencore Group specified by law or the Listing Rules of the Irish Stock plc for the year ended 25 September 2009 which comprise Exchange regarding directors’ remuneration and directors’ the Group Income Statement, the Group Statement of transactions is not disclosed and, where practicable, Recognised Income and Expense, the Group and Company include such information in our report. Balance Sheets, the Group Cash Flow Statement, the Group and Company Statements of Accounting Policies and the We review whether the Corporate Governance Report and related notes. These financial statements have been the Report on Directors’ Remuneration reflect the Company’s prepared under the accounting policies set out therein. compliance with the nine provisions of the 2008 FRC Combined Code specified for our review by the Listing Rules This report is made solely to the Company’s members, of the Irish Stock Exchange, and we report if it does not. We as a body, in accordance with Section 193 of the Companies are not required to consider whether the Board’s statements Act 1990. Our audit work has been undertaken so that we on internal control cover all risks and controls, or form an might state to the Company’s members those matters we opinion on the effectiveness of the Group’s corporate are required to state to them in an auditor’s report and for governance procedures or its risk and control procedures. no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other We read the other information contained in the Annual Report than the Company and the Company’s members as a body, and consider whether it is consistent with the audited financial for our audit work, for this report, or for the opinions we statements. The other information comprises only the Directors’ have formed. Report, the Chairman’s Statement, the Chief Executive’s Review, the Divisional Review, the Financial Review, the Principal Risks Respective Responsibilities of Directors and Auditor and Uncertainties, the Corporate Responsibility Review, the The directors’ responsibilities for preparing the Annual Corporate Governance Report and the Report on Directors’ Report and the Group Financial Statements in accordance Remuneration. We consider the implications for our report if with applicable law and International Financial Reporting we become aware of any apparent misstatements or material Standards (IFRSs) as adopted by the EU, and for preparing inconsistencies with the financial statements. Our the Company Financial Statements in accordance with responsibilities do not extend to any other information. applicable Irish law and the accounting standards issued by the Accounting Standards Board and promulgated by Basis of Audit Opinion Chartered Accountants Ireland (Generally Accepted We conducted our audit in accordance with International Accounting Practice in Ireland) are set out in the Statement Standards on Auditing (UK and Ireland) issued by the of Directors’ Responsibilities on pages 50 and 51. Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and Our responsibility is to audit the Financial Statements in disclosures in the financial statements. It also includes an accordance with relevant legal and regulatory requirements assessment of the significant estimates and judgements and International Standards on Auditing (UK and Ireland). made by the directors in the preparation of the financial statements, and of whether the accounting policies are We report to you our opinion as to whether the Group appropriate to the Group’s and Company’s circumstances, financial statements give a true and fair view in accordance consistently applied and adequately disclosed. with IFRSs as adopted by the EU, and have been properly prepared in accordance with the Companies Acts 1963 We planned and performed our audit so as to obtain all to 2009 and Article 4 of the IAS Regulation and whether, the information and explanations which we considered in addition, the Company Financial Statements give a necessary in order to provide us with sufficient evidence true and fair view in accordance with Generally Accepted to give reasonable assurance that the financial statements Accounting Practice in Ireland and have been properly are free from material misstatement, whether caused by prepared in accordance with the Companies Acts 1963 fraud or other irregularity or error. In forming our opinion to 2009. We also report to you our opinion as to whether we also evaluated the overall adequacy of the presentation proper books of account have been kept by the Company; of information in the financial statements. whether at the balance sheet date, there exists a financial situation requiring the convening of an extraordinary general meeting of the Company; and whether the information given in the Directors’ Report is consistent with the financial statements. In addition, we state whether we have obtained all the information and explanations necessary for the purposes of our audit and whether the Company balance sheet is in agreement with the books of account. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 53 2009 and Accounts Report Annual the Group Financial Statements give a true and fair view, in accordance with IFRSs as adopted of the the by EU, state of the Group’s affairs as at September 25 2009 and of its loss for the year then ended; the Company Financial Statements give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland, of the state of the Company’s affairs as at September 25 2009; the Group Financial Statements have been properly prepared in accordance with the Companies Acts 1963 to 2009 and Article 4 of the IAS Regulation; and the Company Financial Statements have been properly prepared in accordance with the Companies Acts 1963 to 2009. > > > > Chartered Accountants Registered Auditor Dublin, Ireland December17 2009 The net assets of the Company, as statedin the Company balance sheet, are more than half of the amount of its called-up share capital and, in our opinion, on that basis there did not exist at September 25 2009 a financial situation which under Section 40 of (1) the Companies (Amendment) wouldAct, 1983 require the convening of an extraordinary general meeting of the Company. In our opinion the information given in the Directors’ Report is consistent with the financial statements. Other Matters haveWe obtained all the information and explanations which we consider necessary for the purposes of our audit. In our opinion proper books of account have been kept by the Company. The Company balance sheet is in agreement with the books of account. Opinion In our opinion: > > > > Greencore Group plc Group Greencore 54 Greencore Group plc Annual Report and Accounts 2009 Group Statement of Accounting Policies year ended 25 September 2009

Statement of Compliance The Group Financial Statements of Greencore Group plc have been prepared in accordance with International Financial Reporting Standards (IFRS) and their interpretations approved by the International Accounting Standards Board (IASB) as adopted by the European Union (EU) and those parts of the Companies Acts, 1963 to 2009, applicable to companies reporting under IFRS and Article 4 of the IAS Regulation.

The accounting policies applied in the preparation of the Group Financial Statements for the year ended 25 September 2009 are set out below.

The IFRS adopted by the EU and applied by the Group in the preparation of these Financial Statements are those that were effective for the accounting period ending 25 September 2009.

Basis of Preparation The Group Financial Statements, which are presented in euro, rounded to the nearest thousand (unless otherwise stated), have been prepared under the historical cost convention, as modified by the measurement at fair value of certain financial assets and financial liabilities including available for sale financial assets and derivative financial instruments. The carrying values of recognised assets and liabilities that are hedged are adjusted to record the changes in the fair values attributable to the risks that are being hedged. Share options and share awards granted to employees are recognised at fair value at the date of grant.

The accounting policies set out below have been applied consistently by all the Group’s subsidiaries and associates and have been consistently applied to all years presented, unless otherwise stated.

The preparation of the Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

The Financial Statements of the Group are prepared for a 52-week period ended 25 September 2009. Comparatives are for the 52-week period ended 26 September 2008. The balance sheets for 2009 and 2008 have been prepared as at 25 September 2009 and 26 September 2008 respectively.

The profit attributable to equity shareholders dealt with in the Financial Statements of the Company was €32.410m (2008: €67.092m). In accordance with Section 148(8) of the Companies Act, 1963 and Section 7(1A) of the Companies Amendment Act, 1986, the Company is availing of the exemption from presenting its individual profit and loss account, which forms part of the approved Financial Statements, to the Annual General Meeting and from filing it with the Registrar of Companies.

New Standards and Interpretations The following interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) are effective for the first time in the current financial year and have been adopted with no significant impact on the Group’s result for the period or financial position:

IFRIC 12 Service Concession Agreements IFRIC 13 Customer Loyalty Programmes IFRIC 14 IAS 19: The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 55 Effective date – periods beginning on or after 1 January 2009 1 July 2009 1 January 2010 1 July 2009 1 July 2009 1 January 2010 1 January 2009 1 January 2009 1 January 2010 1 January 2013 1 January 2009 1 January 2010 1 January 2010 1 January 2009 1 January 2010 1 January 2009 1 January 2009 1 January 2009 1 January 2011 1 January 2009 1 July 2009 1 January 2009 1 July 2009 1 January 2009 1 January 2009 1 July 2009 2009 and Accounts Report Annual Amendment relating to vesting conditions and cancellations Amendments resulting from 2009 AnnualImprovements to IFRSs Amendments relating to group cash-settled share-based payment transactions Comprehensive revision including requiring a statement of comprehensive income, amendments relating to disclosure of puttable instrumentsand obligations arising on liquidation and amendmentsresulting from2008 Annual Improvements to IFRSs Comprehensive revision to prohibit immediate expensing of borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after 1 January 2009 and amendments resulting from 2008 Annual Improvements to IFRSs Share-Based Payments – – – Business Combinations – Comprehensive revision on applying the acquisition method Non-Current Assets Held for Sale and Discontinued Operations – Amendments resulting from 2008 Annual Improvements to IFRSs – Amendments resulting from 2009 Annual Improvements to IFRSs Financial Instruments: Disclosures – Amendments enhancing disclosures about fair value and liquidity risk Operating Segments – Amendments resulting from 2009 Annual Improvements to IFRSs Financial Instruments: Classification and Measurement Presentation of Financial Statements – – Amendments resulting from 2009 Annual Improvements to IFRSs Statement of Cash Flows – Amendments resulting from 2009 Annual Improvements to IFRSs Property, Plant and Equipment – Amendments resulting from 2008 Annual Improvementsto IFRSs Leases – Amendments resulting from 2009 Annual Improvements to IFRSs Employee Benefits – Amendments resulting from 2008 Annual Improvements to IFRSs Government Grants and Disclosure of Government Assistance – Amendments resulting from 2008 Annual Improvements to IFRSs Borrowing Costs – Related Party Disclosures – Revised definition of related parties Consolidated and Separate Financial Statements – Amendments resulting from 2008 Annual Improvements to IFRSs – Consequential amendments arising from amendments to IFRS 3 Investments in Associates – Amendments resulting from 2008 Annual Improvements to IFRSs – Consequential amendments arising from amendments to IFRS 3 Financial Reporting in Hyperinflationary Economies – Amendments resulting from 2008 Annual Improvements to IFRSs Interests in Joint Ventures – Amendments resulting from 2008 Annual Improvements to IFRSs – Consequential amendments arising from amendments to IFRS 3 IFRS 2 IFRS 3 IFRS 5 IFRS 7 IFRS 8 IFRS 9 IAS 1 IAS 7 IAS 16 IAS 17 IAS 19 IAS 20 IAS 23 IAS 24 IAS 27 IAS 28 IAS 29 IAS 31 New/Revised International Financial Reporting Standards The IASB and the IFRIC have issued the following standards and interpretations with an effective date after the dateGroup of the Financial Statements, which the Group hasnot early adopted: Greencore Group plc Group Greencore 56 Greencore Group plc Annual Report and Accounts 2009 Group Statement of Accounting Policies year ended 25 September 2009 continued

New Standards and Interpretations continued

Effective date – periods beginning New/Revised International Financial Reporting Standards on or after IAS 32 Financial Instruments: Presentation – amendments – Amendments relating to puttable instruments and obligations arising on liquidation 1 January 2009 – Amendments relating to classification of rights issues 1 February 2010 IAS 36 Impairment of Assets – Amendments resulting from 2008 Annual Improvements to IFRSs 1 January 2009 – Amendments resulting from 2009 Annual Improvements to IFRSs 1 January 2010 IAS 38 Intangible Assets – Amendments resulting from 2008 Annual Improvements to IFRSs 1 January 2009 – Amendments resulting from 2009 Annual Improvements to IFRSs 1 July 2009 IAS 39 Financial Instruments: Recognition and Measurement – amendments – Amendments resulting from 2008 Annual Improvements to IFRSs 1 January 2009 – Amendments for eligible hedged items and amendments for embedded derivatives 1 July 2009 when reclassifying financial instruments – Amendments resulting from 2009 Annual Improvements to IFRSs 1 January 2010 IAS 40 Investment Property – Amendments resulting from 2008 Annual Improvements to IFRSs 1 January 2009 IAS 41 Agriculture – Amendments resulting from 2008 Annual Improvements to IFRSs 1 January 2009

New/Revised International Financial Reporting Interpretations Committee (IFRIC) IFRIC 15 Agreements for the Construction of Real Estate 1 January 2009 IFRIC 16 Hedges of a Net Investment in a Foreign Operation 1 October 2008 IFRIC 17 Distributions of Non-Cash Assets to Owners 1 July 2009 IFRIC 18 Transfers of Assets from Customers 1 July 2009

The revised standards, IFRS 3 Business Combinations, IAS 27 Consolidated and Separate Financial Statements and IAS 28 Investments in Associates, implement changes in the application of acquisition accounting, notably with respect to the treatment of acquisition costs, step and partial acquisitions, minority interests and contingent consideration. The Directors anticipate that the adoption of these standards, with the exception of the requirement to expense acquisition costs, will not have a material impact on the Group Financial Statements.

IFRS 8 Operating Segments contains requirements for additional disclosures on operating segments and replaces IAS 14 Segment Reporting. The standard is concerned with disclosure only and will not have an impact on measurement in the Group Financial Statements, however, it may change the basis on which segmental disclosures are made.

The adoption of IAS 23 Borrowing Costs will result in no change to the Group’s current policy on borrowing costs.

IFRIC 16 Hedges of a Net Investment in a Foreign Operation clarifies certain aspects of IAS 39 with respect to hedge accounting. The Directors anticipate that the adoption of this interpretation will not have a material impact on the Group Financial Statements.

The Directors do not consider that the adoption of the other standards and interpretations issued by the IASB or the IFRIC will have a material impact on the Group Financial Statements.

Basis of Consolidation The Group Financial Statements comprise the Financial Statements of the parent undertaking and its subsidiary undertakings, together with the Group’s share of the results of associated undertakings. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 57 40-50 years years3-25 2009 and Accounts Report Annual Subsequent costs incurred relating to specific assets are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other costs are charged to the Income Statement during the financial period in which they are incurred. Freehold and long leasehold buildings Useful lives and residual values are reassessed annually. Property, Plant and Equipment Property, plantand equipment is shown at cost less depreciation and any impairments. The cost of property, plant and equipment comprises its purchase price and any directly attributable costs. Depreciation is provided so as to write off the cost less residual value of each item of property, plant and equipment during its expected useful life using the straight-line method over the following periods: Plant, machinery, equipment, fixtures and fittings Freehold land is not depreciated. In relation to the recognition of income on the disposal of Related Property, income is recognised when there is an unconditional exchange of contracts, or when all necessary terms and conditions have been fulfilled. Revenue Recognition Revenue represents the fair value of the sale of goods and rendering of services to external customers, net of trade discounts and value added tax in the ordinary course of the Group’s activities. Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the it buyer, is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably, which generally arises on delivery or in accordance with specific terms and conditions agreed with customers. Revenue from the rendering of services is recognised in the period in which the services are rendered on the basis of services provided. Unrealised gains on the sale of assets between the Group and its associates are eliminated to the extent of the Group’s interest in the associate. Such gains are deducted from the Group’s equity, carried as deferred income and released to the Group Income Statement over the sameperiod as depreciation is charged. Unrealised losses are also eliminated, unless thetransaction provides evidence of an impairment of the asset transferred. When the Group’s share of losses of an associate equals or exceeds its interest in the associate,the Group does not recognise further losses unless the Group has incurred obligations or made payments on behalf of the associate. The Group ceases to use the equity method of accounting on the date from which it no longer has significant influence over the associate, or when the interest becomes held for sale. The Group’s share of the results, assets and liabilities of an associate are included in the Financial Statements using the equity method of accounting. Under the equity method of accounting, the investment in the associate is carried in the Balance Sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associate, less distributions received, less any impairments in the value of the investment. The Group Income Statement reflects the Group’s share of the results after tax of the associate. The Group Statement of Recognised Income and Expense reflects the Group’s share of any income and expense recognised the by associate outside of profit orloss. Associates An associate is an enterprise over which the Group is in a position to exercise significant influence through participation infinancial the and operating policy decisions of the investee, but which is not a subsidiary or a jointly controlled entity. Subsidiaries Subsidiary undertakings are included in the Group Financial Statements from thedate on which control over the operating and financial policies is obtained, and cease to be consolidated from the date on which control is transferred out of the Group. Control exists when the Group has the directly power, or indirectly, to govern the financial and operating policies of an entity so as to obtain economic benefits from its activities. The existence and effect of potential voting rights that are currentlyexercisable or convertible are considered in determining the existence or otherwise of control.All inter-group transactions,balances and unrealised gains on transactions between Group undertakings are eliminated on consolidation.losses Unrealised are also eliminated except where they provide evidence of impairment. Greencore Group plc Group Greencore 58 Greencore Group plc Annual Report and Accounts 2009 Group Statement of Accounting Policies year ended 25 September 2009 continued

Property, Plant and Equipment continued The carrying amounts of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. When the carrying amount exceeds the estimated recoverable amount, the assets are written down to their recoverable amount.

The recoverable amount of property, plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognised in the Income Statement.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Income Statement. Following the recognition or reversal of an impairment loss, the depreciation charge applicable to the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, net of any residual value, over the remaining useful life.

Gains or losses on the disposal of property, plant and equipment represent the difference between the net proceeds and the carrying value at the date of sale.

Assets Held Under Leases Finance Leases Leases of property, plant and equipment, where the Group retains substantially all the risks and rewards of ownership, are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased item and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant interest charge on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in interest-bearing loans and borrowings, allocated between current and non-current as appropriate. The interest element of the finance cost is charged to the Income Statement over the lease period. Assets held under finance leases are depreciated over the shorter of their expected useful lives or the lease term, taking into account the time period over which benefits from the leased assets are expected to accrue to the Group.

Operating Leases Leases, where a significant portion of the risks and rewards of ownership are retained by the lessor, are classified as operating leases. Payments made under operating leases, net of incentives received from the lessor, are charged to the Income Statement on a straight-line basis over the period of the lease. Income earned from operating leases is credited to the Income Statement when earned.

Business Combinations The purchase method of accounting is used in accounting for the acquisition of businesses. In accordance with IFRS 3 Business Combinations, the cost of a business combination is measured as the aggregate of the fair values at the date of exchange of assets given and liabilities incurred or assumed in exchange for control, together with any directly attributable expenses. The assets, liabilities and contingent liabilities of the acquired entity are measured at their fair values at the date of acquisition. When the initial accounting for a business combination is determined provisionally, any adjustments to the provisional values allocated are made within twelve months of the acquisition date and are effected prospectively from the date of acquisition.

Where a business combination agreement provides for an adjustment to the cost of a business acquired contingent on future events, the Group accrues the probable amount of any additional consideration payable in the cost of the acquisition as a liability at the acquisition date where this can be measured reliably. This amount is reassessed at each balance sheet date.

To the extent that deferred purchase consideration and earn-out obligations are payable after one year from the date of acquisition, they are discounted at an appropriate interest rate and, accordingly, are carried at net present value in the Group Balance Sheet. An appropriate interest charge, at a constant interest rate on the carrying amount, adjusted to reflect material conditions, is reflected in the Income Statement over the earn-out period, increasing the value of the provision so that the obligation will reflect its settlement value at the time of maturity. Adjustments to the amount of the obligation relating to changes in the amount expected to be paid, the effective interest rate or the timing of the expected payments, are accounted for as adjustments to the cost of the acquisition and reflected in goodwill. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 59 2009 and Accounts Report Annual Rental income arising on investment property is accounted for on a straight-line basis over the lease term of the ongoing leases and is recognised within other income. Investment Property Investment property is shown at cost less depreciation and any impairment. The cost of investment property comprisesits purchase price and any costs directly attributable to bringing it into working condition for its intended use. Investment property is depreciated so as to write off the cost, less residual value, on a straight-line basis over the expected life of each property, normally assumed to be years. 20 Available for sale financial assets are classified as non-current assets, unless they are expected to be realised withintwelve months of the balance sheet date. The fair value of quoted investments is based on current bid prices. Investments Financial fixed assets (other than cash equivalents, loans and receivables and derivatives) are classified as availableandare forinitially sale recognised at fair value, and fair valued at each balance sheet date. Unrealised gains and losses arising from changes in the fair value of investments classified as available for sale are recognised within equity. When such investmentsare sold or impaired, the accumulated fair value adjustments are included in the Income Statement within finance income or costs as gains or losses from investments. Impairments are recognised in finance costs when a diminution in value is deemed to be significant and prolonged. Computer Software Costs incurred on the acquisition of computer software and software licences are capitalised. Other costs directly associatedwith developing and maintaining computer software programs are capitalised once the recognition criteria set out in IAS 38 Intangible Assets are met. Computer software is amortised over five years. The amortisation of intangible assets is calculated to write off the book value of definite-lived intangible assetsuseful over their lives on a straight line basis on the assumption of zero residual value. Customer related intangible assets are amortised over periods ranging from twelve to fifteen years. Non customer related intangible assets, such as brands,are amortised over periods between three and ten years. Subsequent to initial recognition, intangible assets are carried at cost less any accumulated amortisation andany accumulated impairment losses. The carrying amounts of definite-lived intangible assets are reviewed for indicatorsimpairment of at each reporting date and are subject to impairment testing when events or changes in circumstances indicatethat the carrying values may not be recoverable. Any impairment charge is taken to the Income Statement. Acquisition Related Intangible Assets An intangible asset, which is an identifiable non-monetaryasset without physical substance, is capitalised separatelygoodwill from as part of a business combination to the extent that it is probable that the expected future economic benefitsattributable to the asset will accrue to the Group and that its fair value can be measured reliably. The asset is deemed to be identifiable when it is separable capable (i.e. of being divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset or liability) orwhen it arises from contractualother or legal rights, regardless of whether those rights are transferable or separable from the Group or from other rights and obligations. Goodwill arising on investments in associates is included in the carrying amount of the investment and anyimpairment goodwill of the is included in income from associates. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. On acquisition, goodwillis allocated to cash-generating units expected to benefit from the combination’s synergies. Goodwill is tested annually forimpairment or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Any impairment is recognised immediately in the Income Statement. Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Any excess of the fair value of the netassets acquired over the cost of the acquisition discount (i.e. on acquisition) is credited to the Income Statement in the period of acquisition. Greencore Group plc Group Greencore 60 Greencore Group plc Annual Report and Accounts 2009 Group Statement of Accounting Policies year ended 25 September 2009 continued

Discontinued Operations and Non-Current Assets Held for Sale A discontinued operation is a component of an entity that either has been disposed of, abandoned, or is classified as held for sale and:

>> represents a separate major line of business or geographical area of operation; or >> is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or >> is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs upon disposal, abandonment or when the operations meet the criteria to be classified as held for sale.

Non-current assets and disposal groups classified as held for sale are measured at the lower of the carrying amount and the fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than continued use. This condition is regarded as satisfied only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year of the date of classification. Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortised.

Inventories Inventories are valued at the lower of cost and net realisable value. Cost is calculated based on first-in, first-out (FIFO) or weighted average as appropriate. Cost includes raw materials, direct labour expenses and related production and other overheads. Net realisable value is the estimated selling price, in the ordinary course of business, less costs to completion and appropriate selling and distribution expenses.

Trade and Other Receivables Trade and other receivables are initially recognised at fair value and subsequently carried net of provision for impairment. A provision is made when there is objective evidence that the Group will be unable to recover balances in full. Balances are written off when the probability of recovery is assessed as being remote.

Any trade and other receivables included in non-current assets are carried at amortised cost (i.e. adjusted for the time value of money).

Cash and Cash Equivalents Cash and cash equivalents include cash in hand, deposits held on call with banks and other short-term highly liquid investments that are readily convertible to known amounts of cash, are subject to insignificant risk of changes in value and have an original maturity of three months or less.

Trade and Other Payables Trade and other payables are initially recorded at fair value and subsequently at the higher of cost or payment or settlement amounts. Where the time value of money is material, payables are carried at amortised cost.

Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligation as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligation may be small.

Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Income Statement net of any reimbursement.

A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events, or where the amount of the obligation cannot be measured with reasonable reliability. Contingent assets are not recognised, but are disclosed where an inflow of economic benefits is probable. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 61 2009 and Accounts Report Annual For those derivatives designated as hedges and for which hedge accounting is desired, the hedging relationship is documented at its inception. This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how hedge effectiveness will be measured throughout its duration. Such hedgesare expected at inception to be highly effective in offsetting changes in fair values or cash flows of hedged items. The fair value of derivative instruments is determined using by valuation techniques. The Group uses its judgement to selectthe most appropriate valuation methods and makes assumptions that are mainly based on market conditions existing at the balance sheet date. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Derivativeinstruments which are not designated as effective hedging instruments trading (i.e. derivatives) are classifiedasset as a current or liability regardless of maturity. The full fair value of a hedging derivative is classified as a non-current assetif the or remaining liability maturity of the hedged item is more than twelve months and as a current asset or liability if the maturitythe hedged of item is less than twelve months. Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into andsubsequently are remeasured at fair value. Derivative Financial Instruments The activities of the Group expose it to the financial risks of changes in foreign exchange rates and interest rates. The Group uses derivative financial instruments such as forward foreign exchange contracts and interest rate swap agreements to hedge these exposures. Financial Liabilities A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.existing When an financial liability is replaced another by from the same lender on substantially different terms, or theexisting terms of an liability are substantially modified, such an exchange or modification is treated as derecognition a of the originalliability and the recognition of a new liability, with the result that the difference in the respective carrying amounts,with together any costs or fees incurred, is recognised in the Income Statement. Derecognition of Financial Assets and Liabilities Financial Assets A financial asset is derecognised when the Group no longer controls the contractual rights that comprise the financial asset, which is normally the case when the asset is sold or the rights to receive cash flows from the asset have expired, and the Group has not retained substantially all risks and rewards of ownership and has transferred control of the asset. Finance expense comprises interest expense on borrowings, unwinding of the discount on liabilities, impairment lossesrecognised on financial assets and losses on hedging instruments that are recognised in profit or loss. All borrowing costs are recognised in profit or loss using the effective interest method. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognisedin profit or loss on the date that the Group’s right to receive payment is established. Finance Income and Expense Finance income comprises interest income on funds invested (including available for sale financial assets), dividend income,gains on the disposal of available for sale financial assets, changes in the fair value of financial assets at fair value throughprofit or loss and gains on hedging instruments that are recognised in profit or loss. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement offor the at least liability twelve months after the balance sheet date. Borrowings All loans and borrowings are initially recognised at cost, being the fair value of the proceeds net of issue costs associated with the borrowing. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortisedusing the effective cost interest method. Amortised cost is calculated taking by into account any issue costs and any discount or premium on settlement. Gains and losses arising on the settlement or cancellation of liabilities are recognised inincome finance and finance costs as appropriate. Greencore Group plc Group Greencore 62 Greencore Group plc Annual Report and Accounts 2009 Group Statement of Accounting Policies year ended 25 September 2009 continued

Derivative Financial Instruments continued For the purposes of hedge accounting, derivatives are classified as:

>> fair value hedges, when hedging the exposure of changes in the fair value of a recognised asset or liability; or >> cash flow hedges, when hedging the exposure to variability in cash flows that are either attributable to a particular risk associated with a recognised asset or liability, or a highly probable forecast transaction; or >> net investment hedges, when hedging the exposure to variability in foreign currency when translating investments in subsidiaries held in currencies other than the presentation currency of the Group.

Any gains or losses arising from changes in the fair value of all other derivatives which are classified as held for trading are taken to the Income Statement and charged to finance income or expense. These may arise from derivatives for which hedge accounting is not applied because they are not designated as hedging instruments. The Group does not use derivatives for trading or speculative purposes.

The treatment of gains and losses arising from remeasuring derivatives designated as hedging instruments depends on the nature of the hedging relationship, as follows:

Fair Value Hedge In the case of fair value hedges which are designated and qualify for hedge accounting, any gain or loss arising from the remeasurement of the hedging instrument to fair value is reported in the Income Statement as finance costs. In addition, any fair value gain or loss attributable to the hedged risk is adjusted against the carrying amount of the hedged item and reflected in the Income Statement as finance costs. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item is amortised on an effective interest basis to the Income Statement with the objective of achieving full amortisation by maturity of the hedged item.

Cash Flow Hedge Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised as a separate component of equity, with the ineffective portion being reported in the Income Statement as finance costs. When a highly probable forecast transaction results in the recognition of a non-financial asset or liability, the cumulative gain or loss is removed from equity and included in the initial measurement of the non-financial asset or liability. Otherwise, the associated gains and losses that had previously been recognised in equity are transferred to the Income Statement as the cash flows of the hedged item impact the Income Statement.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised as a separate component of equity is kept in equity until the forecast transaction occurs. If a hedged transaction is no longer anticipated to occur, the net cumulative gain or loss recognised in equity is transferred immediately to the Income Statement as finance costs.

Net Investment Hedge Foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment in a foreign operation are recognised directly in equity in the foreign currency translation reserve, to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences are recognised in profit or loss. When the hedged part of a net investment is disposed of, the associated cumulative amount in equity is transferred to profit or loss as an adjustment to the profit or loss on disposal.

Taxation Current tax represents the expected tax payable on the taxable income for the year, using tax rates and tax laws enacted or substantially enacted at the balance sheet date, along with any adjustment to tax payable in respect of previous years.

The Group provides in full for deferred tax assets and liabilities (using the liability method) arising from temporary differences between the tax base of assets and liabilities and their carrying amounts in the Financial Statements except where they arise from the initial recognition of goodwill or from the initial recognition of an asset or liability that at the date of initial recognition does not affect accounting or taxable profit or loss on a transaction that is not a business combination. Such differences result in an obligation to pay more tax or a right to pay less tax in future periods. A deferred tax asset is only recognised where it is probable that future taxable profits will be available against which the temporary differences giving rise to the asset can be utilised. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 63 2009 and Accounts Report Annual The defined benefit pension asset or liability in the Balance Sheet comprises the total, for each plan, of the present valuethe of defined benefit obligation (using a discount rate based on high quality corporate bonds), less any past service cost not yet recognised, less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is the present value of any economic benefit the Group reasonably expects to recover way by of refund of surplus from the plan at the end of the plan’s life or reduction in future contributions to the plan. Actuarial gains and losses are recognised, in full, in the Group Statement of Recognised Income and Expense in the period in which they occur. The interest element of the defined benefit cost represents the change in present value of scheme obligations resultingthe from passage of time, andis determined applying by the discount rate to the opening present value of the benefit obligation taking into account material changes in the obligation during the The year. expected return on plan assets is based on an assessment made at the beginning of the year of long-term market returns on scheme assets, adjusted for the effect on thefair value of plan assets of contributions received and benefits paid during the The year. expected return on plan assets and the interest cost is recognised in the Income Statement as finance income and cost respectively. Defined Benefit Pension Plans The cost of providing benefits under the Group’s defined benefit plans is determined separately for each plan, using the projected unit credit method, professionally by qualified actuaries and arrived at using actuarial assumptionsmarket based expectations on at the balance sheet date. These valuations attribute entitlement benefits to the current perioddetermine (to current service cost) and to the current and prior periods (to determine the present value of defined benefit obligations). Past service costs are recognised in the Income Statement on straight-line a basis over the vesting period, or immediately if the benefits have vested. When a settlement (eliminating all obligations for benefits alreadycurtailment accrued) or a (reducing future obligations as a result of a material reduction in the scheme membership or a reductionentitlement) in future occurs, the obligation and related plan assets are remeasured using current actuarial assumptions andresultant the gain or loss is recognised in the IncomeStatement during the period in which the settlementor curtailment occurs. Retirement Benefit Obligations Defined Contribution Pension Plans A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate defined contribution scheme. Obligations for contributions to defined contribution pension plans are recognised as an expense inIncome the Statement as employee service is received. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Employee Benefits Wages, salaries, bonuses, social security contributions, paid annual leave and sick leave are accrued in the period in whichthe associated services are rendered the by employees of the Group. Termination benefits are payable when employment is terminated the by Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to eitherterminating the employment of current employees according to a detailed formal plan without the possibility of withdrawal,or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except wheretiming the of the reversal of the temporary difference can be controlled and it is probable that the temporary difference willreverse not in the foreseeable future. Deferred tax assets and liabilities are not subject to discounting and are measuredat the tax rates that areanticipated to apply in the year in which the asset is realised or the liability settled. Greencore Group plc Group Greencore 64 Greencore Group plc Annual Report and Accounts 2009 Group Statement of Accounting Policies year ended 25 September 2009 continued

Employee Share-Based Payments The Group grants equity settled share-based payments to employees (through Executive Share Option Schemes, Employee Sharesave Schemes and a Deferred Bonus Plan). The fair value of these payments is determined at the date of grant and is expensed to the Income Statement on a straight-line basis over the vesting period. The fair value is determined using a trinomial valuation model, as measured at the date of grant, excluding the impact of any non-market conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the Group revises its estimates of the number of options or awards that are expected to vest, recognising any adjustment in the Income Statement, with a corresponding adjustment to equity.

To the extent that the Group receives a tax deduction relating to services paid for by means of share awards or options, deferred tax is provided on the basis of the difference between the market price of the underlying equity as at the date of the Financial Statements and the exercise price of the option. As a result, the deferred tax impact of share options will not directly correlate with the expense reported in the Income Statement. To the extent that the deductible difference exceeds the cumulative charge to the Income Statement, it is recorded in the Statement of Recognised Income and Expense.

Proceeds received from the exercise of options, net of any directly attributable transaction costs, are credited to the share capital and share premium accounts.

Foreign Currency Functional and Presentation Currency The individual Financial Statements of each Group entity are measured in the currency of the primary economic environment in which the entity operates (the functional currency). The Group Financial Statements are presented in euro, which is the Company’s functional and presentation currency.

Transactions and Balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the Income Statement, except when deferred in equity as qualifying net investment hedges and qualifying cash flow hedges.

Translation differences on non-monetary financial assets such as equities classified as available for sale, are included in the available for sale reserve in equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing rate.

Group Companies The Income Statement and Balance Sheet of Group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

>> assets and liabilities at each balance sheet date are translated at the closing rate at the date of the balance sheet; >> income and expenses in the Income Statement are translated at the rates at the date of the transaction, normally estimated using average exchange rates; and >> all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations and on borrowings and other currency instruments designated as hedges of such investments, are taken to equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the Income Statement as part of the gain or loss on sale.

Government Grants Government grants for the acquisition of assets are recognised at their fair value when there is reasonable assurance that the grant will be received and any conditions attached to them have been fulfilled. The grant is held on the Balance Sheet as a deferred credit and released to the Income Statement over the periods necessary to match the related depreciation charges, or other expenses of the asset, as they are incurred.

Research and Development Expenditure on research and development is recognised as an expense in the period in which it is incurred. An asset is recognised only when all the conditions set out in IAS 38 Intangible Assets are met. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 65 2009 and Accounts Report Annual Critical Accounting Estimates and Assumptions Group management make estimates and assumptions concerning the future in the preparation of the Group Financial Statements, which can significantly impact the reported amounts ofassets and liabilities. The significant estimatesassumptions and used in the preparation of the Group’s Financial Statements are outlined in the relevant notes. Dividends Interim dividends payable are recognised as a liability of the Company when the Board of Directors resolves to pay the dividend and the shareholders have been notified in accordance with the Company’s Articles of Association. Final dividendsof the Company are recognised as a liability when they have been approved the by Company’s shareholders. Treasury Shares Where the Company purchases its own equity share capital, the consideration paid is deducted from total shareholders’ equity and classified as treasury shares until such shares are cancelled or re-issued. Where such shares are subsequentlysold or re-issued, any consideration received is included in total shareholders’ equity. Share Capital Ordinary Shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or optionstaken are as a deduction within equity, net of tax, from the proceeds. Minority Interests The interest of minority shareholders is stated at the minority’s proportion of the fair values of the assets and liabilitiesrecognised. Subsequently, any losses applicable to the minority interest in excess of the minority interest balance are allocated against the interest of the parent. Exceptional Items Exceptional items are those that are separately disclosed virtue by of their nature or amount in order to highlight such items within the Group Income Statement and results for the Examples year. of such items may include significant restructuring programmes, profits or losses on termination of operations, litigation costs and settlements and significant impairmentsof assets. Group management exercises judgement in assessing each particular item which, virtue by of their scale or nature, should be highlighted and disclosed in the Group Income Statement and notes to the Group Financial Statements as exceptionalitems. Exceptional items are included within the Income Statement caption to which they relate and are separately disclosed in the notes to the Group Financial Statements. Segmental Reporting The Group reports segmental information class by of business and geographical by area. The Group’s primary reporting segment, for which more detailed disclosures are made, is class by of business. The Group has two primary reporting segments, (i) Convenience Foods and (ii) Ingredients & Related Property. Greencore Group plc Group Greencore 66 Greencore Group plc Annual Report and Accounts 2009 Group Income Statement year ended 25 September 2009

2009 2008 Pre- Exceptional Pre- Exceptional exceptional (Note 6) Total exceptional (Note 6) Total Notes €’000 €’000 €’000 €’000 €’000 €’000 Continuing operations Revenue 1 1,103,800 – 1,103,800 1,308,097 – 1,308,097 Cost of sales (742,521) (4,388) (746,909) (947,221) – (947,221)

Gross profit 361,279 (4,388) 356,891 360,876 – 360,876

Operating costs, net 2 (288,352) (19,563) (307,915) (283,571) (13,586) (297,157)

Group operating profit/(loss) before acquisition related amortisation 72,927 (23,951) 48,976 77,305 (13,586) 63,719

Amortisation of acquisition related intangibles 13 (2,101) – (2,101) (672) – (672)

Group operating profit/(loss) 70,826 (23,951) 46,875 76,633 (13,586) 63,047

Finance income 7 32,711 – 32,711 43,167 – 43,167 Finance costs 7 (80,429) – (80,429) (65,788) – (65,788) Share of profit of associates after tax 8 437 – 437 1,329 – 1,329

Profit/(loss) before taxation 23,545 (23,951) (406) 55,341 (13,586) 41,755

Taxation 9 (6,724) 2,136 (4,588) (9,189) 3,854 (5,335)

Profit/(loss) for the period from continuing operations 3 16,821 (21,815) (4,994) 46,152 (9,732) 36,420

Discontinued operations Result from discontinued operations 10 – (3,415) (3,415) – 18,892 18,892 Profit/(loss) for the financial period 3 16,821 (25,230) (8,409) 46,152 9,160 55,312

Attributable to: Equity shareholders 29 15,332 (25,230) (9,898) 44,249 9,160 53,409 Minority interests 31 1,489 – 1,489 1,903 – 1,903 16,821 (25,230) (8,409) 46,152 9,160 55,312

Basic (loss)/earnings per share (cent)

Continuing operations (3.2) 17.2 Discontinued operations (1.7) 9.4 11 (4.9) 26.6

Diluted (loss)/earnings per share (cent) Continuing operations (3.2) 17.1 Discontinued operations (1.7) 9.4 11 (4.9) 26.5

EF Sullivan GP Doherty Director Director WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

– 23 69 67 808 866 2008 €’000 1,047 1,244 4,816 11,831 5,286 10,148 51,183 12,601 (9,364) 15,346 27,097 35,722 118,961 68,956 125,160 129,641 566,011 968,017 809,014 138,834 139,040 367,388 403,057 407,500 402,986 239,238 244,054 356,953 402,006 1,212,071 1,212,071

– – – 21 710 638 2009 €’000 3,591 6,188 1,096 6,924 11,288 16,358 26,918 27,237 47,648 42,993 43,933 95,562 82,369 99,859 (82,156) 168,717 131,250 119,623 172,308 319,233 221,864 784,237 343,769 833,793 404,305 505,484 262,845 328,309 1,006,101 1,006,101

17 13 14 15 19 21 16 31 18 18 27 28 23 26 20 30 29 29 23 28 22 25 26 22 23 25 Notes

GP Doherty Director

2009 and Accounts Report Annual

Non-current assets Intangible assets ASSETS

at 25 Septemberat 2009 25 Greencore Group plc Group Greencore Sheet Balance Group Property, plant and equipment Investment property Investments in associates Retirement benefit assets Derivative financial instruments Deferred tax assets Total non-currentTotal assets Current assets Inventories Total assetsTotal Total currentTotal assets EQUITY Capital and reserves attributable to equity holders of the Company Share capital Cash and cash equivalents Available for sale financial assets Trade andTrade other receivables Share premium Reserves Minority interest in equity Total equityTotal LIABILITIES Non-current liabilities Borrowings Other payables Derivative financial instruments Retirement benefit obligations Provisions for liabilities Deferred tax liabilities Government grants Total non-currentTotal liabilities Current liabilities Borrowings Trade andTrade other payables Provisions for liabilities Derivative financial instruments Current taxes payable currentTotal liabilities liabilitiesTotal Total equityTotal and liabilities EF Sullivan Director 68 Greencore Group plc Annual Report and Accounts 2009 Group Cash Flow Statement year ended 25 September 2009

2009 2008 Notes €’000 €’000 (Loss)/profit before taxation (406) 41,755 Finance income (32,711) (43,167) Finance costs 80,429 65,788 Share of profit of associates (after tax) (437) (1,329) Exceptional items – continuing 23,951 13,586

Operating profit – continuing (pre-exceptional) 70,826 76,633 Depreciation 26,774 26,716 Amortisation of intangible assets 13 3,544 1,710 Employee share option expense 910 319 Amortisation of government grants 27 (116) (88) Difference between pension charge and cash contributions (8,455) (6,379) Working capital movement 32 (2,966) (14,243) Other movements 3,235 (1,678)

Net cash inflow from operating activities before exceptional items 93,752 82,990 Cash (outflow)/inflow related to exceptional items 32 (21,210) 73,187 Interest paid (30,304) (33,327) Tax paid (367) (470) Net cash inflow from operating activities 41,871 122,380

Cash flow from investing activities Dividends received from associates 19 901 531 Purchase of property, plant and equipment (33,908) (43,667) Purchase of intangible assets (6,795) (1,144) Acquisition of undertakings and purchase of minority interest (4,940) (48,555) Disposal of undertakings and investment in associate 2,944 1,311 Interest received 2,548 2,690 Government grants received/(repaid) 27 159 (25) Net cash outflow from investing activities (39,091) (88,859)

Cash flow from financing activities Proceeds from issue of shares – 281 Ordinary shares purchased – own shares – (800) Drawdown of new bank facilities 24 261,500 – Other (decrease)/increase in bank borrowings 24 (318,604) 21,178 Repayment of loan notes 24 – (1,308) Decrease in finance lease liabilities 24 (60) (38) Dividends paid to equity holders of the Company (24,998) (16,633) Dividends paid to minority interests 31 (1,530) (1,273) Net cash (outflow)/inflow from financing activities (83,692) 1,407 Net (decrease)/increase in cash and cash equivalents (80,912) 34,928

Reconciliation of opening to closing cash and cash equivalents Cash and cash equivalents at beginning of year 21 139,040 117,949 Translation adjustment 24 (14,195) (13,837) (Decrease)/increase in cash and cash equivalents 24 (80,912) 34,928 Cash and cash equivalents at end of year 21 43,933 139,040 WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

98 69 347 570 2008 €’000 1,903 (2,141) 7,746 (7,574) (2,280) (2,522) 55,312 (12,318) (21,795) (19,892) (19,892) (64,704) (62,886)

– – (65) 679 2009 €’000 1,594 1,489 (1,691) (5,391) 13,218 (8,409) (41,087) (49,431) (49,496) (49,496) (49,496) (50,985)

9 9 41 28 20 29 29 29 29 Notes

2009 and Accounts Report Annual

Loss taken to equity Transferred to Income Statement for the period Actuarial loss on Group defined benefit pension schemes Deferred tax on Group defined benefit pension schemes Fair value of available for sale financial assets Cash flow hedges: Currency translation differences Currency translation Hedge of net investment in foreign currency subsidiary Items of income and expense taken directly within equity

September endedyear 2009 25 Expense and Income Greencore Group plc Group Greencore Recognised of Statement Group Deferred tax on cash flow hedge Net expense recognised directly within equity Group result for the financial period recognisedTotal income and expense for the financial year Restatement Total recognisedTotal income and expense Attributable to: Equity shareholders Total recognisedTotal income and expense Minority interests 70 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009

1. Segment Information The Group is analysed into two primary business segments: (i) Convenience Foods and (ii) Ingredients & Related Property. The Convenience Foods segment is a leading player in the delivery of convenient, premium quality, meal and snack solutions to retailers and foodservice providers, mainly in the UK, Ireland, Continental Europe and the US. The Ingredients & Related Property segment comprises businesses including malt production in Ireland, the UK and Belgium, molasses and edible oils, together with the development and management of related property assets.

Inter-segment revenue is not material and thus not subject to separate disclosure.

Group Income Statement Items Ingredients & Related Convenience Foods Property Total Group 2009 2008 2009 2008 2009 2008 €’000 €’000 €’000 €’000 €’000 €’000 Continuing operations

Segment revenue 794,404 893,989 309,396 414,108 1,103,800 1,308,097

Operating profit before exceptional items and acquisition related amortisation 46,354 46,166 26,573 31,139 72,927 77,305

Amortisation of acquisition related intangibles (2,101) (672) – – (2,101) (672)

Operating profit (pre-exceptional) 44,253 45,494 26,573 31,139 70,826 76,633

Exceptional items (12,062) (12,755) (11,889) (831) (23,951) (13,586)

Operating profit 32,191 32,739 14,684 30,308 46,875 63,047 Finance income 32,711 43,167 Finance costs (80,429) (65,788) Share of profit of associates after tax – – 437 1,329 437 1,329 (Loss)/profit before taxation (406) 41,755 Taxation (4,588) (5,335) (Loss)/profit from continuing operations (4,994) 36,420 Discontinued operations (Loss)/profit from discontinued operations – – (3,415) 18,892 (3,415) 18,892 Result for the financial period (8,409) 55,312

Group Balance Sheet Items Ingredients & Related Convenience Foods Property Total Group 2009 2008 2009 2008 2009 2008 €’000 €’000 €’000 €’000 €’000 €’000 Segment assets Assets 742,254 820,180 159,925 215,862 902,179 1,036,042 Investments in associates – – 638 1,244 638 1,244 Total assets 742,254 820,180 160,563 217,106 902,817 1,037,286

Reconciliation to Total Assets as Reported in the Group Balance Sheet Available for sale financial assets – 23 Deferred tax assets 42,993 35,722 Cash and cash equivalents 43,933 139,040 Derivative financial instruments 16,358 – Total assets as reported in the Group Balance Sheet 1,006,101 1,212,071

WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

71 2008 2008 2008 2008 €’000 €’000 €’000 €’000 1,710 1,047 1,057 2,526 10,697 26,716 78,280 47,589 47,589 20,632 968,017 449,792 407,569 1,308,097 1,037,286

Total Group Total Group Total Group Total Group 417 2009 2009 2009 2009 €’000 €’000 €’000 €’000 1,871 1,096 6,133 3,544 27,237 26,774 74,566 35,300 35,300 380,971 902,817 833,793 343,790 1,103,800

– 139 2008 2008 2008 2008 €’000 €’000 €’000 €’000 2,079 2,526 4,450 14,755 112,217 72,843 185,050 Property Property Property

Rest of World 118 417 2009 2009 2009 2009 €’000 €’000 €’000 €’000 Ingredients& Related Ingredients & Related Ingredients Related & 7,180 1,579 11,201 6,654 90,220 168,213 125,353

– 2008 2008 2008 2008 €’000 €’000 €’000 €’000 1,571 1,057 32,834 39,589 22,266

264,742 836,497 968,349 UK

– 292 2009 2009 2009 2009 Convenience Foods Convenience Foods Convenience Foods €’000 €’000 €’000 €’000 3,426 21,956 20,120 24,099 788,192 255,618 736,433 2008 €’000 5,921 227,531 127,946 Ireland

2009 €’000 6,164 76,164 147,395

2009 and Accounts Report Annual

(continuing operations) (continuing operations)

Segment revenue Impairment gain on property, plant and equipment Impairment gain on property, Discontinued operations

Capital expenditure Continuing operations

Segment liabilities Liabilities

Greencore Group plc Group Greencore

Total liabilitiesTotal as reported in the Group Balance Sheet Liabilities as Reported in the Group Balance Sheet Reconciliation to Total Borrowings (current and non-current) Derivative financial instruments (current and non-current) Government grants Declared interim dividend Income tax liabilities (current and deferred) Other Segment Information

Depreciation included in segment result Geographical Analysis (Secondary Segment) The following is a geographical analysis of the segment information presented above. Capital expenditure Amortisation of intangible assets Segment assets Impairment of property, plant and equipment

72 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

2. Operating Costs, Net 2009 2008 €’000 €’000

Distribution costs 58,145 70,473 Administrative expenses 228,456 214,697 Research and development 5,281 6,740 Other operating costs 1,031 1,610 Other operating income (4,561) (9,949) Total operating costs, net 288,352 283,571 Exceptional charge (Note 6) 19,563 13,586 Total operating costs, net 307,915 297,157

3. Result for the Financial Period The result for the financial period has been arrived at after charging/(crediting) the following amounts: 2009 2008 €’000 €’000 Depreciation: Owned assets 26,631 26,561 Investment property 98 97 Assets held under finance lease 45 58 26,774 26,716

Amortisation of intangible assets 3,544 1,710

Operating lease rentals: Premises, plant and equipment 16,026 17,805

Auditor’s remuneration Audit fees – former auditor – 25 Audit fees – current auditor 750 750 Non audit related – former auditor – 73 Non audit related* – current auditor 1,378 710 2,128 1,558

Government grants released (116) (88)

Rental income from investment properties (263) (232)

Directors’ remuneration is shown in the Report on Directors’ Remuneration and in Note 38, Related Party Disclosures.

* Non audit related fees are in respect of the period subsequent to the date of appointment as auditor to the Group.

4. Employment The average monthly number of persons (including Executive Directors) employed by the Group during the year was:

2009 2008 Number Number

Production 6,187 6,579 Distribution 602 677 Administration 858 810 7,647 8,066

WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

€ – 319 73 price 3.01 2008 2008 3.42 3.30 4.66 3.38 €’000 €’000 1,020 4,744 30,131 18,497 exercise average 86,074 (39,201) (64,704) Weighted 217,824 202,314 (150,778) 226,894

2008 – 910 526 2009 2009 €’000 €’000 3,662 Number 16,398 (11,825) 28,939 (30,015) (49,431) 140,000 (37,606) 183,434 (416,000) (275,000) 203,854 204,930 outstanding 5,901,000 5,350,000

€ – price 0.81 3.07 3.38 3.56 2.64 exercise average

Weighted

2009 – Number (150,000) outstanding 1,720,000 5,350,000 5,340,000 (1,580,000)

2009 and Accounts Report Annual

Pension costs – defined contribution plans (Note 28) Pension costs – defined benefit plans (Note 28) Defined benefit interest cost (Note 28) Defined benefit expected return on plan assets (Note 28) Actuarial loss on Group defined benefit schemes recognised in the Statement of Recognised Income and Expense: Granted The following table illustrates the number and weighted average exercise prices and of, movements in, share options during the year under the plan: Options were granted over ordinary 140,000 shares on June 10 These 2008. awards will be exercisable, subject to the performance measurement targets being attained between and June 10 at 9 June an exercise 2011 2018 price of €3.30. The weighted average fair value of share options granted during the year ended September 26 2008 was €0.75. beginningAt of year Options were granted ordinary over 1,690,000 shares on 3 December These 2008. awards will be exercisable, subject to the performance measurement targets being attained, between 3 December and 3 December 2011 at an exercise 2018 price Optionsof €0.80. were granted over ordinary 30,000 shares These on 9 June awards 2009. will be exercisable, subject to the performance measurement targets being attained, between and 9 June at an 9 June exercise 2012 2019 price of €1.17. The weighted average fair value of share options granted during the year ended September 25 2009 was €0.15. The general terms and conditions applicable to the share options granted the by Group are addressed in the Report on Directors’ Remuneration. All conditions are non-market based. Social welfare costs Employee share option expense (Note 5) Share5. Based Payments Executive Share Option Scheme The Group’s employee share options are equity-settled share based payments as defined in IFRS 2 Share-Based Payments. IFRS 2 requires thatrecognised a valuation methodology be employed to determine the fair value of share options granted. The charge recognised in the Income was Statement credit arrived (2008: of €0.316m) of €0.081m at through applying a trinomial model, which is a lattice option-pricing model. the extent To that any options vest, they will ordinarily remain exercisable at any time up to ten years from the date of grant and are settled in equity through the issue of shares once exercised. Actual return less expected return on pension scheme assets

Total includedTotal in the Statement of Recognised Income and Expense Wages and salaries The staff costs for the year for the above employees were: Greencore Group plc Group Greencore Actuarial (losses)/gains arising on the scheme liabilities Expired Forfeit At endAt of year Exercisable at end of year 74 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

5. Share Based Payments continued Range of Exercise Prices for the Share Option Plan Weighted Weighted average average exercise Number contract life price Number At 25 September 2009 outstanding years € exercisable €0.01 – €1.00 1,560,000 9.19 0.80 – €1.01 – €2.00 30,000 7.91 1.17 – €2.01 – €3.00 1,740,000 1.95 2.72 – €3.01 – €4.00 1,160,000 6.43 3.39 – €4.01 – €5.00 850,000 7.85 4.89 – 5,340,000 6.01 2.64 –

At 26 September 2008 €2.01 – €3.00 2,615,000 2.91 2.73 – €3.01 – €4.00 1,660,000 5.46 3.41 – €4.01 – €5.00 1,075,000 8.80 4.89 – 5,350,000 4.88 3.38 –

Sharesave Schemes The Group operates savings related share option schemes in both Ireland and the UK. Options are granted at a discount of between 15% and 25% of the market price at the date of invitation over three, five and seven year savings contracts and options are exercisable during the six-month period following completion of the savings contract. The charge recognised in the Income Statement of €0.185m (2008: €0.242m) was arrived at through applying a trinomial model, which is a lattice option-pricing model.

During the year ended 25 September 2009, sharesave scheme options were granted over 285,500 shares and 1,927,583 shares, which will ordinarily be exercisable at an exercise price of €0.88 and Stg£0.87 respectively per share, during the period 7 July 2012 to 7 January 2013 for the three-year scheme, 7 July 2014 to 7 January 2015 for the five-year scheme and 7 July 2016 to 7 January 2017 for the seven-year scheme. The weighted average fair value of share options granted during the year ended 25 September 2009 was €0.31.

During the year ended 26 September 2008, sharesave scheme options were granted over 335,399 shares, which will ordinarily be exercisable at an exercise price of Stg2.24 per share, during the period 13 July 2011 to 13 January 2012 for the three-year scheme, 13 July 2013 to 13 January 2014 for the five-year scheme and 13 July 2015 to 13 January 2016 for the seven- year scheme. The weighted average fair value of share options granted during the year ended 26 September 2008 was €0.12.

The following table illustrates the number and weighted average exercise prices (expressed in euro) of, and movements in, share options during the year under the Irish Sharesave Scheme.

2009 2008 Weighted Weighted average average exercise exercise Number price Number price outstanding € outstanding € At beginning of year 129,247 2.92 206,295 2.70 Granted 285,500 0.88 – – Exercised – – (25,856) 2.18 Forfeit (95,680) 2.94 (51,192) 2.40 At end of year 319,067 1.09 129,247 2.92 Exercisable at end of year 23,405 2.68 37,102 2.36 WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

€ – – – – – – 75 1.81 Stg£ Stg£ 2.17 price 1.84 1.88 2.21 price price 1.66 2.10 1.98 2.62 2.94 2.24 2.64 2.36 2.25 2.64 2.68 2.68 exercise average exercise exercise average average Weighted Weighted Weighted

2008 – – – – – – 12,507 37,102 Number Number Number 24,595 191,498 23,405 60,025 23,405 156,713 490,531 (116,070) 335,399 682,029 682,029 216,738 (322,316) 1,353,713 exercisable exercisable 1,250,726 outstanding

€ – 1.81 Stg£ Stg£ 2.17 1.84 3.01 2.21 price price price 1.74 2.21 2.16 2.13 3.01 1.09 1.22 1.98 1.22 2.55 3.95 2.92 0.87 0.87 0.88 2.65 3.95 exercise exercise exercise average average average

Weighted Weighted Weighted

2009 – 1.16 2.11 1.29 1.04 3.01 3.31 3.10 1.60 4.16 1.29 1.86 0.20 2.52 years years 0.67 3.62 3.32 3.54 Number average average Weighted Weighted 216,738 (622,943) contract life contract life outstanding 1,250,726 1,927,583 2,555,366

5,223 12,507 40,251 Number Number 76,489 28,344 612,737 129,247 399,697 145,677 238,292 319,067 130,399 379,660 285,500 1,250,726 outstanding outstanding 1,899,630 2,555,366

2009 and Accounts Report Annual

At 26 SeptemberAt 26 2008 – £2.00 £1.01 – £1.00 £0.01

At beginningAt of year

At 26 SeptemberAt 26 2008 – €2.00 €1.01 – €1.00 €0.01

Range of Exercise Prices for the Irish Sharesave Scheme (expressed in euro) Greencore Group plc Group Greencore – €3.00 €2.01 – £3.00 £2.01 Granted – €3.00 €2.01 – £2.00 £1.01

– €4.00 €3.01 – £4.00 £3.01 – €4.00 €3.01 Exercised – £3.00 £2.01

Forfeit – £4.00 £3.01 At September 25 2009 At September 25 2009

Deferred Bonus Plan with ReportDirectors’accordance outlinedthe Remuneration.In Senior on as in ExecutivesparticipatePlan Deferred Bonus the in this plan half the annual bonus earned participating by Senior Executives is deferred into Company shares calculated at marketvalue on the date of award, to be held a trustee by for the benefit of individual participants without any additional performancerequirements or matching. The shares vest after three years but are forfeit should an executive voluntarily leave the Groupthe within three-year time period, subject to normal leaver’ ‘good provisions. The charge recognised in the Income Statement of was arrived €0.393m) (2008: €0.644m at through applying a trinomial model, which is a lattice option-pricing model. The following table illustrates the number and weighted average exercise prices (expressed in sterling) and of, movements in, share options during the year under the UKSharesave Scheme. endAt of year Exercisable at end of year Range of Exercise Prices for theUK Sharesave Scheme (expressed in sterling)

76 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

5. Share Based Payments continued On 3 December 2008, 1,458,412 awards were granted to senior executives of the Group under the Deferred Bonus Plan. A cumulative charge of €0.298m was recognised in the Income Statement in FY09. An accrual amounting to €0.295m was included in the Group Financial Statements in FY08 in respect of the estimated 2008 charge related to these awards.

On 4 December 2007, 464,829 awards were granted to senior executives of the Group under the Deferred Bonus Plan. The detailed operational procedures of this plan had not been finalised at 28 September 2007 and there was insufficient certainty to enable the calculation of the fair value of the estimated awards under this scheme during FY07. A cumulative charge of €0.393m was recognised in the Income Statement in FY08.

The following table illustrates the number and weighted average exercise prices of, and movements in, share awards during the year under the plan: 2009 2008 Weighted Weighted average average exercise exercise Number price Number price outstanding € outstanding € At beginning of year 307,246 – – – Granted 1,458,152 – 464,829 – Forfeit – – (157,583) – At end of year 1,765,398 – 307,246 – Exercisable at end of year – – – –

On 1 December 2009, 1,866,065 awards were granted to senior executives of the Group under the Deferred Bonus Plan. An accrual amounting to €0.1m relating to Executive Directors and €0.05m relating to other awards has been included in the Group Financial Statements in respect of the estimated 2009 charge related to these awards. The total fair value of the awards will be taken as a charge to the Income Statement over the vesting period of the awards.

The following two tables show the weighted average assumptions used to fair value the equity settled options granted in the Executive Share Option Scheme, the Sharesave Schemes and the Deferred Bonus Plan. 2009 Executive Share Option Sharesave Sharesave Sharesave Deferred Scheme 3 year 5 year 7 year Bonus Plan Dividend yield (%) 9.10% 7.14% 7.14% 7.14% 9.13% Expected volatility (%) 45% 51% 42% 37% 45% Risk-free interest rate (%) 3.50% 1.62% 2.41% 2.96% 3.50% Expected life of option (years) 10.00 3.50 5.50 7.50 3.00 Share price at grant (€) 0.90 1.15 1.15 1.15 0.92 Exercise price (€) 0.81 0.96 1.00 1.01 –

2008 Executive Share Option Sharesave Sharesave Sharesave Deferred Scheme 3 year 5 year 7 year Bonus Plan Dividend yield (%) 4.02% 4.02% 4.02% 4.02% 3.14% Expected volatility (%) 27% 28% 26% 25% 25% Risk-free interest rate (%) 4.15% 4.03% 4.05% 4.07% 3.85% Expected life of option (years) 10.00 3.50 5.50 7.50 3.00 Share price at grant (€) 3.30 1.82 1.82 1.82 4.22 Exercise price (€) 3.30 2.92 2.92 2.92 –

The average share price during the year was €1.08 (2008: €3.51).

The expected volatility is estimated based on the historic volatility of the Company’s share price over a period equivalent to the life of the relevant option. The risk-free rate of return is the yield on a government bond of a term consistent with the life of the option.

The range of the Company’s share price during the year was €0.68 to €1.85. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

– – – 77 2008 €’000 9,160 (1,137) 3,854 (9,732) 18,892 18,892 (12,449) (13,586)

– 417 2009 €’000 2,136 3,580 (3,415) (3,832) (21,815) (12,062) (15,469) (23,951) (25,230) (c) (e) (a) (b) (a) (d)

2009 and Accounts Report Annual Convenience Foods Ingredients & Related Property Insurance settlement Water Investigation and associated Group financial review Exit from sugar processing Tax onexceptional Tax items Legal settlement and related costs

Continuing operations The Group reports the following exceptional items: 6. Exceptional6. Items Exceptional items are those that, in management’s judgement, need to be disclosed virtue by of their nature or amount. Such items are included within the Income Statement caption to which they relate and are separately disclosed in the notes to the Group Financial Statements Greencore Group plc Group Greencore

(e) Legal Settlement The Group settled a historical outstanding claim relating to its previous sugar activities and recognised an exceptional inof respect €3.8m charge of both settlement and legal costs. In the 2008, Group undertook an investigation into the deliberate concealment of cost in the water business. The cost of the Water Investigation along with related business restructuring and review net of tax). (€0.8m costs was €1.1m Ingredients(b) & Related Property During the the year, Group determined that it would either close or sell off its grain trading business at Drummonds. As a result of this decision, provisions were of €12.3m recognised to write assets down to fair value less costs to sell. The Group disposed of Drummonds June on 26 2009 and an additional loss was of €0.3m recognised on disposal. Additionally, the Group has taken a charge related of €3.0m to grain/barley stocks associated with the poor harvest quality arising as a result of the extreme adverse 2008 weather conditions experienced during the harvest period. Insurance(c) Settlement During the the year, Group settled an insurance claim in relation to an incident at its malting facility at Ghlin, Belgium in 2008 resulting in the recognition of an exceptional net of tax) gain (€2.4m being of €3.6m the excess over previously anticipated receipts. There was no net impact to the Group Income Statement as a result of the insurance claim in FY08. Exit(d) from Sugar Processing The Group exited its sugar processing business in The 2006. Group continues to sell off assets and remediate the former sugar processing sites. A net gain arose of €0.4m on the disposal of previously impaired assets. In the prior a gain year, of was recognised€2.0m on the disposal of previously impaired assets arose and on a gain the resolution of €16.9m of the allocation of restructuring aid under the Council Regulations (as amended 320/2006 (EC) No. in September 2007). In 2009, the GroupIn 2009, completed its review of the Desserts Frozen category and concluded that it should exit from this category, due to its tertiary market position. As a result, the facility at Crosshills was closed. The Group also completed its restructuringprogramme, resulting in further head count reductions at business units. Additionally, the Group intends to exit from certainleased facilities as a result of which a provision for onerous lease obligations has been recognised. The total cost of this restructuring, which comprised principally asset write-offs and redundancy net of tax). (€8.7m costs, was €12.1m Discontinued operations (net of tax) discontinuedTotal operations exceptionalTotal (losses)/gains Convenience(a) Foods During the 2008, Group undertook a detailed strategic review of production facilities. As a consequence of that review, it was decided that one ready meal facility at Kiveton and one frozen desserts facility at Huddersfield should be closed. Additionally,the Group embarked on a restructuring programme which resulted in head count reductions at both business units and in central functions. The total cost of these initiatives net of taxation). (€8.9m was €12.4m Total continuingTotal operations 78 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

7. Finance Costs and Finance Income 2009 2008 €’000 €’000 Finance Costs Bank overdrafts and loans 17,351 15,109 Other borrowings 13,610 16,410 Interest on obligations under finance leases 94 98 Interest on defined benefit pension scheme liabilities 28,939 30,131 Interest on loan notes – 4 Unwind of discount on liabilities 440 618 Fair value movement on hedged financial liabilities 30,031 21,262 Fair value movement on fair value hedges (30,759) (22,467) Fair value movement on interest rate swaps not designated as hedges 21,566 4,634 Fair value movement on forward foreign exchange contracts not designated as hedges 162 (355) Ineffective portion of cash flow hedges (77) 681 Foreign exchange on inter-company balances and external loans where hedge accounting is not applied (928) (337) 80,429 65,788 Finance Income Interest income on bank deposits (2,681) (2,444) Expected return on defined benefit pension scheme assets (30,015) (39,201) Gain on disposal of available for sale financial asset (15) – Increase in the present value of the EU receivable (Note 6d) – (1,522) (32,711) (43,167) Net finance expense recognised in the Income Statement 47,718 22,621

Recognised directly in equity Currency translation effects on foreign currency net investment (5,391) (2,522) Currency translation effects on foreign currency borrowings 679 (2,280) Effective portion of changes in fair value of cash flow hedges (1,691) (2,141) Net change in fair value of cash flow hedges transferred to Income Statement recognised in cost of sales 1,594 98 Accumulated change in fair value of available for sale financial asset transferred to Income Statement – 347 (4,809) (6,498)

8. Share of Profit of Associates after Tax The Group’s share of profit of associates after tax is equity accounted and is presented as a single line item in the Group Income Statement. The Group’s share of net assets of associates is shown in Note 19. 2009 2008 €’000 €’000 Group share of: Revenue 20,842 24,589

Profit before finance costs 738 1,757 Finance income/costs (net) (84) 11 Profit before taxation 654 1,768 Taxation (217) (439) Profit after taxation (Note 19) 437 1,329 WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

– – 27 (99) (99) 315 79 449 2008 2008 (597) (260) (432) €’000 €’000 1,201 1,975 9,189 1,650 7,539 4,497 7,402 5,335 3,042 5,236 5,236 3,884 5,236 (1,735) (1,329) (8,001) (7,746) (3,594) (3,854) (5,858) 55,312 59,219

– – – 92 (91) (50) 719 470 433 446 (198) (164) 2009 2009 (437) (473) (532) (909) €’000 €’000 1,152 1,027 5,814 5,572 6,724 4,588 4,595 4,588 4,588 4,588 (1,938) (2,136) (8,409) (4,258) (13,218) (13,153)

2009 and Accounts Report Annual Expenses not deductible for tax purposes Differences in effective tax rates on overseas earnings Utilisation of tax losses Tax-exempted earnings and earnings at reduced Irish rates Other Total deferredTotal tax Income tax expense (pre-exceptional) creditTax on exceptional items Current tax Deferred tax Exceptional tax credit taxTotal charge from continuing operations (pre-associates) Discontinued operations Exceptional Deferred tax credit for the year (Loss)/profit for the year

Defined benefit pension obligations Employee share options incomeTotal tax credit from discontinued operations incomeTotal tax charge for the year Deferred tax relating to items (charged)/credited to equity Actuarial loss on pension liability Cash flow hedges transferred to Income Statement taxTotal charge for the year Less: Share of profit of continuing associates after tax expenseTax at Irish corporation tax rate of 12.5% Effects of: Corporation tax charge Overseas tax charge Deferred tax Origination and reversal of temporary differences Cash flow hedges fair value losses Reconciliation Expense Tax of Total The tax charge for the year can be reconciled to the (loss)/profit per the Income Statement as follows: chargeTax for the year Continuing operations Current tax 9. Taxation 9. Greencore Group plc Group Greencore Total currentTotal tax (pre-exceptional) Cash flow hedge currency translation adjustment Employee share options 80 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

9. Taxation continued Factors that May Impact Future Tax Charges and Other Disclosures The Group has not provided deferred tax in relation to temporary differences applicable to investments in subsidiaries on the basis that the Group can control the timing and realisation of these temporary differences, and it is probable that the temporary difference will not reverse in the foreseeable future. No provision has been recognised in respect of deferred tax relating to unremitted earnings of subsidiaries as there is no commitment to remit earnings.

The tax charge in future periods will be impacted by any changes to the corporation tax rate in force in the countries in which the Group operates.

The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the Group’s provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

10. Discontinued Operations In March 2006, the Group announced its intention to exit sugar processing entirely. The Group has since renounced its quota and ceased operations. In accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, the operations of Irish Sugar and related businesses are therefore considered to be discontinued (Note 6).

The revenue, results and cash flows of the discontinued operations were as follows: 2009 2008 €’000 €’000 Revenue – – Cost of sales – – Operating costs, net (3,832) – Operating loss (3,832) – Finance income and costs (net) (Note 20) – (622) Loss before taxation and loss on disposal/abandonment (3,832) (622) Taxation on loss before gain on disposal/abandonment – 99 Loss from operations before gain on disposal/abandonment (3,832) (523) Gain on disposal/abandonment (Note 6) 417 19,415 (Loss)/gain from discontinued operations (3,415) 18,892

(Loss)/gain from discontinued operations cash flow Operating cash flow (4,254) – Investing cash flow – – Financing cash flow – – Total cash flow (4,254) –

Net cash (outflow)/inflow on disposal/abandonment (4,731) 80,933 WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

8 8 0 0 (71) 0 0 81 9.4 cent 607 17.2 2 2 2008 (337) 26.6 20.3 €’000 1,298 3,755 (7,619) (9,160) (3,905) 18,892 40,655 53,409 203,373 200,695 as restated as restated

(1.7) cent (4.9) (3.2) 17.4 2009 2009 2009 (393) (928) €’000 1,471 1,234 (1,614) (3,415) (3,905) (9,898) 35,184 25,230 20,923 202,716 205,780

2009 and Accounts Report Annual Effect of shares issued in period (thousands) Weighted average number of ordinary shares in issue during the year (thousands) Treasury shares (thousands) Shares held Trust by (thousands) Diluted Earnings per Ordinary Share Diluted earnings per ordinary share is calculated adjusting by the weighted average number of ordinary shares outstandingto assume conversion of all dilutive potential ordinary shares. Employee share options, which are performance based, are treated as contingently issuable shares, because their issue is contingent upon satisfaction of specified performanceconditions in addition to the passage of time. These contingently issuable ordinary shares are excluded from the computationof diluted earnings per ordinary share where the conditions governing exercisability have not been satisfied asthe at the reporting shares end of were 5,648,807) (2008: excluded period. from Options the diluted over 6,114,678 EPS calculation as they were either antidilutive or contingently issuable ordinary shares which had not satisfied the performance conditionsat the end attaching of the reporting period. Numerator for discontinued basic earnings per share Discontinued (loss)/profit for the year Exceptional items (post-tax) Fair value of derivative financial instruments and related debt adjustments FX on inter-company balances and external loans where hedge accounting is not applied Amortisation of acquisition related intangible assets Pension financing (net) Numerator for adjusted earnings per share calculation Discontinued operations Shares in issue at the beginning of the year (thousands) Basic (loss)/earnings per ordinary share Continuing operations (Loss)/profit attributable to equity holders of the Company

Adjusted basic earnings per ordinary share Denominator for Earnings per Share and Adjusted Earnings per Share Calculation 11. Earnings11. per Ordinary Share Basic earnings per ordinary share is calculated dividing by the profit attributable to equity holders of the Company theby weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased theby Company and held as treasury shares and shares held in trust in respect of the Deferred Bonus Awards Scheme. The adjusted figures for basic and diluted earnings per ordinary share are after the elimination of exceptional items,effect of foreign exchange (FX) on inter-company balances and external loans where hedge accounting is notapplied, the movement in the fair value of all derivative financial instruments and related debt adjustments, the amortisationacquisition of related intangible assets and the effect of pension financing. The Group changed thebasis of measurementof adjusted earnings per share in 2009 to exclude the effect of pension financing costs and income. The comparative adjusted earnings per share numerator has been adjusted to reflect this change. Greencore Group plc Group Greencore 82 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

11. Earnings per Ordinary Share continued 2008 2009 as restated cent cent Diluted (loss)/earnings per ordinary share Continuing operations (3.2) 17.1 Discontinued operations (1.7) 9.4 (4.9) 26.5

Adjusted diluted earnings per ordinary share 17.3 20.2

A reconciliation of the weighted average number of ordinary shares used for the purposes of calculating the diluted earnings per share amounts is as follows:

Denominator for Diluted Earnings per Share and Adjusted Earnings per Share Calculation 2009 2008 Weighted average number of ordinary shares in issue during the year (thousands) 202,716 200,695 Dilutive effect of share options (thousands) 248 729 Weighted average number of ordinary shares for diluted earnings per share (thousands) 202,964 201,424

12. Dividends Paid and Proposed 2009 2008 €’000 €’000 Amounts recognised as distributions to equity holders in the year: Equity dividends on ordinary shares: Final dividend of 8.21c for the year ended 26 September 2008 (2007: 8.21c) 16,574 16,404 Interim dividend of 3.00c for the year ended 25 September 2009 (2008: 5.30c) 6,143 10,691 Total 22,717 27,095

Proposed for approval at AGM: Equity dividends on ordinary shares: Final dividend of 4.50c for the year ended 25 September 2009 (2008: 8.21c) 9,199 16,574

This proposed dividend is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in the Balance Sheet of the Group as at 25 September 2009, in accordance with IAS 10 Events After the Balance Sheet Date. The proposed final dividend for the year ended 25 September 2009 will be payable on 1 April 2010 to shareholders on the Register of Members at 4 December 2009. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

(13) (25) 83 Total 2008 940 (394) €’000 €’000 1,144 1,774 (1,710) 1,055 (1,027) (7,416) 6,795 (9,079) (3,889) (3,544) 47,744 410,402 383,872 357,229 385,646 402,986 402,986 413,384 402,986 404,305 404,305

e – – – – – – l b i 718 (291) g (146) 2009 (332) (330) €’000 €’000 *Non- n 3,142 2,714 (1,137) 3,237 3,567 3,237 (1,391) 7,747 related related 3,237 4,402 6,356 6,356 a assets – t customer n 383,315 380,601 i Acquisition

d – – – – – – – – e t 38 742 a l (340) (342) (964) €’000 e 8,901 8,901 9,827 9,827 9,425 related r 9,827 10,169 (1,226) 10,127 assets – Customer intangible Acquisition

– – – 56 (25) (540) (523) €’000 1,144 1,055 4,276 4,276 4,654 (1,038) 4,276 5,733 5,733 2,393 11,020 (1,443) (6,744) 12,195 (6,462) software and other and Computer intangibles

– – – – – – – – (13) 940 (394) (938) €’000 35,121 (3,258) Goodwill 351,857 385,646 385,646 385,646 383,315 383,315 383,315 385,646

2009 and Accounts Report Annual Non-customer related intangible assets primarily comprise brands. Transfers from property, plant and equipment are items of computer software previouslyintangible carried assets as property, in FY09. plant and equipment which were reclassed to

endedYear September 25 2009 Opening net book amount 13. Goodwill13. and Intangible Assets Greencore Group plc Group Greencore

Ingredients & Related Property

Convenience Foods

** Goodwill acquired in business combinations is allocated at acquisition to the cash generating units (CGUs) that are expected to benefit from that business combination. A summary of the allocation of the carrying value of goodwill by segment is as follows: *

Additions Acquisition of minority interest Disposals Adjustments Transfers from property, plant and equipment, net** Currency translation differences Amortisation charge Closing net book amount SeptemberAt 25 2009 Cost Accumulated amortisation Net book amount ended Year September 26 2008 Opening net book amount Additions Acquisitions Adjustments Currency translation differences Amortisation charge Closing net book amount September 26 At 2008 Cost Accumulated amortisation Net book amount 84 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

13. Goodwill and Intangible Assets continued Impairment Testing and Goodwill Goodwill acquired through business combinations has been allocated to CGUs for the purposes of impairment testing based on the business unit into which the business will be assimilated.

The recoverable amount of each CGU is based on a value in use computation. The cash flow forecasts employed for this computation are extracted from the 2010 budget document formally approved by the Board of Directors, and specifically exclude incremental profits and other cash flows stemming from future acquisitions. The 2010 forecast cash flows are projected forward for five years using the same assumptions as those applied in the 2010 budget. A terminal value reflecting inflation of 2% (but no other growth) is applied to the Year Five cash flows. A present value of the future cash flows is calculated using a before-tax discount rate of 8% (2008: 8%). Applying these techniques, no impairment arose in either 2009 or 2008.

The key assumptions include management’s estimates of future profitability based on modest sales growth and inflation expectations, capital expenditure requirements including continuing investment most particularly in prepared meals, food to go and the US, and working capital savings. These assumptions are consistent with the prior year. The values applied to the key assumptions are derived from a combination of external and internal factors based on historical experience, and take into account management’s expectation of future trends affecting the industry and other developments and initiatives in the business. Estimation of the carrying value of goodwill is a key judgemental estimate in the preparation of the Group Financial Statements.

Adjustments to the carrying amount of goodwill allocated to Convenience Foods in relation to the acquisition of Sushi San in 2007 and Ministry of Cake in 2008 were recorded in 2009. These adjustments arose due to the revision of the estimate of deferred contingent consideration that will be payable to the former owners of these businesses.

An adjustment to the carrying amount of goodwill allocated to Convenience Foods in relation to the acquisition of Home Made Brand Foods in 2008 was recorded in 2009. This adjustment arose due to the revision of the estimate of deferred contingent consideration that was ultimately paid to the former owners of the business and due to the finalisation of acquisition costs. The fair values of the assets acquired were determined provisionally as at 26 September 2008 and no changes to these values were recorded on finalisation in 2009.

An adjustment to the carrying amount of goodwill allocated to Convenience Foods in relation to the acquisition of Sushi San in 2007 was recorded in 2008. This adjustment arose due to the revision of the estimate of deferred contingent consideration that will be payable to the former owners of the business.

Sensitivity Analysis If the estimated pre-tax discount rate applied to the discounted cash flows had been 10% higher than management’s estimates, there would have been no requirement for the Group to recognise an impairment against goodwill.

If the estimated cash flow forecasts used in the value in use computations had been 10% lower than management’s estimates, again there would have been no requirement for the Group to recognise an impairment against goodwill. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

– – 58 85 862 (871) Total 2008 €’000 €’000 1,733 (1,871) (1,057) (1,055) 10,940 (5,385) 46,445 (12,458) (26,619) 28,505 (41,673) (42,027) 751,004 392,164 (26,676) 367,388 367,388 319,233 (261,167) 319,233 (383,616) 367,388 580,400

– – – – – – – – – – 45 817 (916) 2009 (923) (970) €’000 €’000 1,733 9,413 9,413 9,413 6,565 17,145 4,902 16,914 16,914 16,914 (5,873) 16,914 (11,433) in progress Capital work

y – – r e 45 (12) (25) (37) 817 n 244 i (916) (839) €’000 €’000 h 1,733 7,683 3,676 3,743 (1,314) 3,063 (1,759) 9,383 9,383 c 12,108 12,108 (2,374) Fixtures 12,108 (2,666) 21,220 (11,837) 33,532 (21,424) a Property, plant and m and fittings

(555) €’000 6,578 (7,057) (1,808) (1,055) (2,285) 11,048 (2,979) 18,370 20,447 (22,617) (20,798) (21,655) (20,615) 178,775 178,775 443,241 160,081 160,081 Plant and 178,775 205,062 372,479 machinery (264,466) (212,398)

– (26) (502) €’000 4,118 5,177 4,415 2,170 2,144 (5,376) (3,447) (2,394) (3,395) (17,648) (17,734) 159,591 (97,726) 159,591 buildings 257,317 172,854 Land and 159,591 (36,932) 177,288 140,356 140,356

2009 and Accounts Report Annual Transfers to intangible assets are items of computer software previously carriedin FY09. as property, plant and equipment which were reclassed to intangible assets

Cost Assets Held under Finance Leases The net book amount and the depreciation charge during the year in respect of assets held under finance leases and capitalised in property, plant and machinery are as follows: The carrying value of the Group’s property assets at September 25 €36.1m). (2008: 2009 was €35.4m * Profit on disposal of property in the Ingredients & Related Property segment €3.9m). amounted (2008: to €2.9m

Year endedYear September 25 2009 Opening net book amount 14. Property,14. Plant and Equipment Greencore Group plc Group Greencore

Net book amount Accumulated depreciation Additions Depreciation charge for the year Disposals Reclassifications Currency translation differences Exceptional provision for impairment Transfers to intangible assets, net* Depreciation charge Closing net book amount SeptemberAt 25 2009 Cost Accumulated depreciation Net book amount Year ended Year September 26 2008 Opening net book amount Additions Acquisitions Disposals Reclassifications Currency translation differences Exceptional provision for impairment Depreciation charge Closing net book amount September 26 At 2008 Cost Accumulated depreciation Net book amount

86 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

15. Investment Property 2009 2008 €’000 €’000 Opening net book amount 808 905 Depreciation charge (98) (97) Closing net book amount 710 808

Analysed as: Cost 1,956 1,956 Accumulated depreciation (1,246) (1,148) Net book amount 710 808

The fair value of the Group’s investment properties at 25 September 2009 was €2.4m (2008: €1.5m). The valuation was carried out by the Group Property Director. The valuation was arrived at by reference to the disposal proceeds arising on the sale of the properties after the year-end. No operating expenses other than depreciation are allocated to investment property.

16. Inventories 2009 2008 €’000 €’000 Raw materials and consumables 41,260 59,299 Work in progress 2,802 3,861 Finished goods and goods for resale 38,307 62,000 82,369 125,160

None of the above carrying amounts have been pledged as security for liabilities entered into by the Group.

Inventory recognised within cost of sales (pre-exceptional) 604,743 690,746

17. Trade and Other Receivables 2009 2008 €’000 €’000 Current Trade receivables 67,605 105,762 Amounts receivable from associates 12 38 Prepayments 12,142 10,843 VAT 4,302 6,780 Other receivables 11,501 15,411 95,562 138,834

The fair value of current receivables approximates book value due to their size and short-term nature. The Group’s exposure to credit and foreign currency risk and impairment losses related to trade and other receivables is disclosed in Note 23. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

– 8 23 23 (57) 87 347 686 290 (813) (531) (145) 2008 2008 2008 (622) €’000 €’000 €’000 6,131 5,164 1,244 1,404 1,329 1,244 3,270 10,148 (4,549) 87,125 10,697 367,101 249,730 356,953

– – – – (2) 15 23 (36) 437 203 638 638 (901) (142) 2009 2009 2009 (226) €’000 €’000 €’000 1,480 6,133 1,856 1,244 (1,195) 5,096 6,924 77,860 172,276 269,769 262,845

2009 and Accounts Report Annual

The decrease in value of available for sale financial assets was deemed to be permanent in 2008 and an impairment was of recognised€0.622m in the Income Statement (Note 10) in that year. Available for sale investments are classified as non-current assets, unless they are expected to be realised withinmonths twelve of the balance sheet date. Current assets Available for sale investments are fair valued semi-annually at the close of business at each reporting period end. Theinvestment above represented a listed investment traded on an active market. Fair value was determined reference by to stock exchange quoted bid prices. Currency translation differences At end of year At beginning of year Employment related taxes Other payables and accrued expenses Disposal Share of associate’s balance sheet Current assets

Trade payablesTrade VAT Declared interim dividend Subtotal – current Non-current assets Current liabilities Fair value adjustment recognised in the Income Statement Fair value adjustment recognised in equity Current 18. Trade and18. Other Payables Greencore Group plc Group Greencore Non-current liabilities 20. Available20. for Sale Financial Assets Net assets Carrying amount of associate beginningAt of year Share of profit after tax of associate (Note 8) Disposal of associate Dividends received Currency translation differences and other endAt of year Details of the Group’s principal associates, all of which are unlisted, are shown in to Note the 39 Group Financial Statements. 19. Investments19. in Associates The Group’s exposure to liquidity and foreign currency risk is disclosed in Note 23. Non-current Other payables Total 88 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

21. Cash and Cash Equivalents 2009 2008 €’000 €’000 Cash at bank and in hand 43,933 139,040

Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods, between one day and three months depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and cash equivalents equals the carrying amount. Note 24 includes details of the Group’s net debt at 25 September 2009.

22. Borrowings 2009 2008 €’000 €’000 Non-current Bank borrowings 127,632 191,946 Finance leases* 1,834 1,856 Private Placement Notes 214,303 213,698 Subtotal – non-current 343,769 407,500 Current Finance leases* 21 69 Total borrowings 343,790 407,569

* Secured on specific plant and equipment

The maturity of non-current borrowings is as follows: 2009 2008 €’000 €’000 Between 1 and 2 years 140,392 191,958 Between 2 and 5 years 127,088 91,721 Over 5 years 76,289 123,821 343,769 407,500

The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates at the balance sheet date are as follows: 2009 2008 €’000 €’000 6 months or less 147,342 214,739 1-5 years 120,138 69,009 Over 5 years 76,310 123,821 343,790 407,569

Bank Borrowings The Group’s bank borrowings are denominated in euro, sterling and US$ and bear floating rate interest, set at commercial rates based on a spread over EURIBOR, sterling LIBOR and US$ LIBOR, for periods ranging from one week to six months. At 25 September 2009, the Group had €50.0m euro borrowings maturing in August 2011, €40.0m euro borrowings maturing in April 2012 and US$55.0m maturing in April 2012.

At 25 September 2009, the Group had available €289.2m (2008: €165.9m) of undrawn committed borrowing facilities in respect of which all conditions precedent had been met. Uncommitted overdraft facilities undrawn at 25 September 2009 amounted to €11.4m (2008: €22.3m). WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 89 2009 and Accounts Report Annual 23. Financial23. Risk Management and Financial Instruments Financial Risk Management Objectives and Policies The Group’s activities expose it to a variety of financial risks including interest rate risk, foreign currency risk, liquiditycredit risk risk, and price risk. These financial risks are managed the by Group under policies approved the by Board of Directors. The Group uses derivative financial instruments, in particular foreign currency forward contracts, currency swapsrate swaps, and interest to manage certain of the financial risks associated with the underlying business activities of the Groupfinancing and the of those activities. The principal financial risks are actively managed the by Group’s Treasury department. Thisdepartment operates within strict Board approved policies and guidelines. On an ongoing basis, the Treasury Departmentactively monitors market conditions with a view to minimising the exposure of the Group to changing market factors while at the same time limiting the funding costs of the Group. Guarantees The Group’s bank borrowings and Private Placement Notes are secured guarantees by from Greencore Group plc and cross-guarantees from various companies within the Group. The Group treats these guaranteesas insurance contracts and accounts for them as such. The average spread the Group paid on its bank borrowings and Private Placement Notes in 2009 was 1.47%. The floating Stg£18m rate note matures in October and has 2010 rate a that is based on a spread over six-month LIBOR. The fixed Stg£25m rate note matures in October The with fair a rate value 2013 of 6.19%. of the fixed rate Private Placement Subsequent Notes €190.5m). (2008: is to year €184.6m end, the Group decided to repurchase US$45.0m of US$ Notes maturing in October and the 2010 floating rate maturing note of Stg£18.0m in October In addition 2010. the Group closed out of cross-currency $45.0m swaps relating to the US$45.0m US$ Notes repurchased. The US$ Notesare all fixed rate and comprise of US$100m maturing in October US$30m maturing 2010, in October 2013 and US$100m maturing in October The fixed 2015. rates These on these notes notes to 5.90%. have range been from 4.98% swapped (using cross-currency interest rate swaps designated as fair value hedges under IAS Financial 39 Instruments: Recognition and Measurement) from fixed US$ to floating sterling rates, repricing semi-annually at commercial rates basedon a spread over sterling LIBOR. PrivatePlacement Notes The Group’s Private Placement Notes were issued in October 2003 and comprise fixed rate debt of (the US$230m US$ Notes), floatingrate debt and of Stg£18m fixed rate debt of (theStg£25m Stg£ Notes). Finance Leases The Group has finance leases for various items of property, plant and equipment. Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are set out in Note 33. Greencore Group plc Group Greencore 90 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

23. Financial Risk Management and Financial Instruments continued Financial Assets and Liabilities 2009 Available Financial Financial FV through for sale liabilities at liabilities in Loans and Income Cash flow financial amortised fair value Carrying receivables Statement hedges assets cost hedges value Fair value €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 Trade and other receivables 83,420 – – – – – 83,420 83,420 Cash and cash equivalents 43,933 – – – – – 43,933 43,933 Derivative financial instruments – (8,956) (1,923) – – – (10,879) (10,879) Bank borrowings – – – – (127,632) – (127,632) (124,112) Private Placement Notes – – – – (47,082) (167,221) (214,303) (204,558) Finance lease liabilities – – – – (1,855) – (1,855) (1,855) Trade and other payables – – – – (264,105) – (264,105) (264,105)

The fair value of the financial liabilities held at amortised cost and the financial liabilities in fair value hedges have been calculated by discounting the expected future cash flows at prevailing interest rates and by applying period end exchange rates.

2008 Available Financial Financial FV through for sale liabilities at liabilities in Loans and Income Cash flow financial amortised fair value Carrying receivables Statement hedges assets cost hedges value Fair value €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 Available for sale financial assets – – – 23 – – 23 23 Trade and other receivables 127,991 – – – – – 127,991 127,991 Cash and cash equivalents 139,040 – – – – – 139,040 139,040 Derivative financial instruments – (18,481) (2,151) – – – (20,632) (20,632) Bank borrowings – – – – (191,946) – (191,946) (185,867) Private Placement Notes – – – – (54,286) (159,412) (213,698) (213,698) Finance lease liabilities – – – – (1,925) – (1,925) (1,925) Trade and other payables – – – – (360,515) – (360,515) (360,515)

Interest Rate Risk The Group’s exposure to market risk for changes in interest rates arises from its floating rate borrowings, cash and cash equivalents and derivatives. The Group’s policy is to optimise interest cost and reduce volatility in reported earnings. This is managed by reviewing the debt profile of the Group regularly on a currency by currency basis and by selectively using interest rate swaps to limit the level of floating interest rate exposure. At least 35% of debt is fixed rate in accordance with Group policy approved by the Board of Directors.

Cash Flow Sensitivity Analysis for Floating Rate Debt The full year impact of both an upward and downward movement in each applicable interest rate and interest rate curve by 100 basis points (assuming all the other variables remain constant) is shown below.

On profit after tax On equity 2009 2008 2009 2008 €’000 €’000 €’000 €’000 Effect of a downward movement of 100 basis points (cost) (9,927) (7,275) (9,927) (7,275)

Effect of an upward movement of 100 basis points (gain) 8,736 4,020 8,736 4,020

WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

– 91 GBP 884 2008 €’000 €’000 2,194 2,923 (2,898) (2,039)

On equity USD 248 2008 2009 €’000 €’000 1,107 2,381 (1,041) (1,092) 2,373

EUR (58) (131) 2008 €’000 €’000 4,412 2,935 5,385 (1,962)

GBP 100 301 On profit after tax 2009 (785) €’000 €’000 1,778 2,784 (1,577)

USD 2009 (287) €’000 1,472 2,185 3,370

EUR (646) €’000 5,477 7,360 2,529

2009 and Accounts Report Annual Impact of strengthening 10% of euro vs sterling gain/(cost)

Trade receivablesTrade

The Group’s trading entity exposure to foreign currency risk for amounts not denominated in the functional currency of the relevant entity at the balance sheet date was as follows (excluding borrowings and derivative financial instruments): Foreign Currency Risk The Group is exposed to currency risk as sales and purchases in certain businesses are denominated in currencies otherthan the functional currency of the entity concerned. The Group employs foreign currency forward contracts to hedge foreignexchange exposures arising from forecast transactions in foreign currencies. Generally, these are designated and accounted for as cash flow hedges. The cash flows of such contracts held at September 25 2009 are expected to occur and the hedge effect to be realised in the Income Statement within twelve months of the balance sheet date. Greencore Group plc Group Greencore Denominated in: Impact of strengthening 10% of euro vs dollar gain/(cost) The effect on equity of a movement between the euro and the dollar would be offset the by translation of the net assets of the US subsidiary against which the US$ denominated loan is hedged. The above calculations do not include the variabilityin Group profitability which arises on the translation of foreign currency subsidiaries’ financial statements to Grouppresentation currency. Trade payablesTrade Cash and cash equivalents Gross balance sheet exposure Sensitivity Analysis for Primary Foreign Currency Risk strengtheningA 10% of the euro exchange rate against the sterling exchange rate in respect of the translation of amounts not denominated in the functional currency of relevant entities into the functional currency of the relevant entitiesequity would decrease and profit after tax the by amount shown below. This assumes that all variables remain constant. weakening A 10% of the euro exchange rate against the sterling exchange rate would have an equal and opposite effect. The Group has also designated US$55m of US$ borrowings as a hedge of its net investment in a US subsidiary. The foreign exchange arising gain of €0.7m on translation of the borrowings to euro at the balance sheet date is recognised in the translation reserve in shareholders’ equity. The Group operates internationally with the majority of its profits earned outside of Ireland. It has significant investmentsoutside of Ireland with the largest single investment being in the UK. In order to protect the Group’s euro balance sheet and reduce cash flow risk, the Group has financed most of its investment in the UK borrowing by sterling. Althoughportion a of this funding is obtained directly by borrowing sterling, a significant element of the funding is achieved through US dollarborrowings converted to sterling using cross-currency swaps. Substantially all of these exposures are covered forward by foreign currency contracts. 92 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

23. Financial Risk Management and Financial Instruments continued Liquidity Risk The Group’s policy on funding capacity is to ensure that it always has sufficient long-term funding and committed bank facilities in place to meet foreseeable peak borrowing requirements. The Group also operates a prudent approach to liquidity risk management by spreading the maturities of its debt to long-term financing. The Treasury Department actively monitors the funding requirements of the business. Cash requirements are managed centrally and reviewed on a daily basis. Excess funds are placed on short-term deposits while ensuring that sufficient cash is available on demand to meet expected operational requirements.

The following are the carrying amounts and contractual liabilities of financial liabilities (including interest payments):

Carrying Contractual Period Period Period Period amount amount 1-6 months 6-12 months 1-5 years > 5 years 25 September 2009 €’000 €’000 €’000 €’000 €’000 €’000 Non-Derivative Financial Instruments Bank borrowings (127,632) (164,284) (2,812) (2,684) (158,788) – Private Placement Notes (214,303) (249,529) (5,433) (5,418) (166,218) (72,460) Finance lease liabilities (1,855) (6,795) (68) (49) (388) (6,290) Trade and other payables (264,105) (264,194) (260,260) (2,606) (1,328) – Derivative Financial Instruments Interest rate swaps – not designated as fair value hedges (24,365) Inflow/(outflow) (23,961) (4,817) (5,025) (13,959) (160) Cross-currency swaps – fair value hedges 16,358 Inflow 193,438 4,302 4,302 110,860 73,974 Outflow (179,963) (2,164) (2,125) (103,989) (71,685) Foreign currency forward contracts (2,872) Inflow 125,329 98,825 15,205 11,299 – Outflow (127,739) (98,961) (17,252) (11,526) –

Carrying Contractual Period Period Period Period amount amount 1-6 months 6-12 months 1-5 years > 5 years 26 September 2008 €’000 €’000 €’000 €’000 €’000 €’000 Non-Derivative Financial Instruments Bank borrowings (191,946) (213,211) (5,357) (5,646) (202,208) – Private Placement Notes (213,698) (272,273) (6,100) (6,116) (127,493) (132,564) Finance lease liabilities (1,925) (6,965) (97) (73) (412) (6,383) Trade and other payables (360,515) (361,394) (357,348) (61) (3,130) (855) Derivative Financial Instruments Interest rate swaps – not designated as fair value hedges (2,799) Inflow/(outflow) 941 1,363 436 (733) (125) Cross-currency swaps – fair value hedges (15,346) Inflow 203,369 4,320 4,320 94,703 100,026 Outflow (232,805) (6,234) (6,356) (109,201) (111,014) Foreign currency forward contracts (2,487) Inflow 58,652 22,958 17,171 18,523 – Outflow (60,497) (23,343) (18,043) (19,111) –

Gains and losses on foreign currency forward currency contracts are credited/charged to the Income Statement when the cash flows arise.

Credit Risk Credit risk refers to the risk of financial loss to the Group if a counterparty defaults on its contractual obligations on financial assets held in the Balance Sheet. Risk is monitored both centrally and locally. The Group derives a significant proportion of its revenue from sales to a limited number of major customers. Sales to individual customers can be of significant value and the failure of any such customer to honour their debts could materially impact the Group’s results. The Group derives significant benefit from trading with its large customers and manages the risk by regularly reviewing the credit history and rating of all significant customers.

WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

– – 23 93 525 (178) (197) 2008 2008 2008 2008 €’000 €’000 €’000 €’000 3,170 8,301 3,267 15,411 2,028 8,882 2,055 (1,750) 10,963 31,985 94,881 53,932 105,762 105,762 105,762 139,040

9 9 – – 0 0 0 0 Carrying Amount Carrying Amount 475 234 (170) (120) 2009 2009 2 2 (927) €’000 €’000 €’000 €’000 3,170 1,360 11,501 4,626 (1,068) 18,013 14,372 16,358 12,393 67,605 67,605 32,573 67,605 43,933 52,999

2009 and Accounts Report Annual

At endAt of year Recovered during year Written-off during year The maximum exposure to credit risk for trade receivables at the reporting date geographic by region was: The Group also manages credit risk through the use of a receivables purchase arrangement. Under the terms of this agreement the Group has transferred credit risk and control of the receivables and €17.2m) accordingly (2008: €14.1m has been derecognised at year end. Cash and cash equivalents Derivative financial instruments Trade Receivables of sales67% in the convenience segment are to the top six UK retailers. The vast majority of sales in the Malt business are to large international brewing companies. Provided during year At beginningAt of year

Trade receivablesTrade Other Europe Rest of World Translation adjustment Eliminated on disposal Neither past due nor impaired: Receivable within 3 months of the balance sheet date

Ireland

Other receivables United Kingdom Ageing of Trade Receivables The aged analysis of trade receivables split between amounts that were neither past due nor impaired and amounts past due but not impaired at September 25 September 2009 and 26 2008 were as follows: Past due but not impaired: Receivable between 1 and 6 months of the balance sheet date Receivable between 6 and 9 months of the balance sheet date Receivable between 9 and months 12 of the balance sheet date Total receivablesTrade are in general receivable within days 90 of the balance sheet date, are unsecured and are not interest- bearing. The figures disclosed above are stated net of provisions for impairment. The movements in the provision for impairment of receivables were as follows: Available for sale financial assets The maximum exposure to credit risk is representedthe by carrying amount of each financial asset in the Balance Sheet: Greencore Group plc Group Greencore 94 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

23. Financial Risk Management and Financial Instruments continued Credit Risk continued Cash and Cash Equivalents Exposure to credit risk on cash and derivative financial instruments is monitored by Group Treasury. It is Group policy that cash is only placed on deposit with institutions with high credit ratings.

The maximum exposure to credit risk for cash and cash equivalents by geographic region of financial institution was:

Carrying Amount 2009 2008 €’000 €’000 Europe 9,646 85,380 UK 27,441 53,660 Ireland and other 6,846 – 43,933 139,040

Price Risk The Group purchases a variety of commodities which can experience significant price volatility. The price risk on these commodities is managed by the Group through the Group purchasing function. It is Group policy to minimise its exposure to volatility by adopting an appropriate forward purchase strategy.

Derivative Financial Instruments Derivative financial instruments recognised as assets and liabilities in the Group Balance Sheet are analysed as follows:

2009 Assets Liabilities Net €’000 €’000 €’000 Current Interest rate swaps – not designated as hedges – (24,365) (24,365) Forward foreign exchange contracts – cash flow hedges – (1,923) (1,923) Forward foreign exchange contracts – not designated as cash flow hedges – (949) (949) – (27,237) (27,237) Non-current Cross-currency interest rate swaps – fair value hedges 16,358 – 16,358 16,358 – 16,358 Total 16,358 (27,237) (10,879)

2008 Assets Liabilities Net €’000 €’000 €’000 Current Interest rate swaps – not designated as hedges – (2,799) (2,799) Forward foreign exchange contracts – cash flow hedges – (2,151) (2,151) Forward foreign exchange contracts – not designated as cash flow hedges – (336) (336) – (5,286) (5,286) Non-current Cross-currency interest rate swaps – fair value hedges – (15,346) (15,346) – (15,346) (15,346) Total – (20,632) (20,632)

Derivative instruments which are not designated as effective hedging instruments (i.e. trading derivatives) are classified as current assets or liabilities regardless of maturity. The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than twelve months and as a current asset or liability if the maturity of the hedged item is less than twelve months. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements – 95 At 26 2008 2009 At 25 €’000 €’000 (1,925) (1,855) 16,358 (15,346) 43,933 139,040 (191,946) (213,698) (283,875) September (127,632) (214,303) September (283,499)

17 10 127 945 €’000 €’000 7,210 4,527 4,273 27,107 22,214 (13,837) (14,195) 29,426 23,396 Translation Translation adjustments adjustments

– – – – – – – 728 €’000 €’000 1,205 Hedge Hedge 22,467 (21,262) 30,759 (30,031) Adjustment adjustment

– – – – 38 60 €’000 €’000 1,308 14,945 (21,178)* 34,777 57,104* (71,523) (14,359) Cash flow Cash flow

– – – – – – – – – – – €’000 €’000 (9,389) (9,389) Disposals Disposals

– – – – – – – – – – – 151 151 €’000 €’000 Acquisitions Acquisitions 2007 At 28 At 28 2008 At 26 At 26 €’000 €’000 (1,435) (1,980) (1,925) 117,949 (42,086) (15,346) (175,295) 139,040 (219,543) (191,946) September (322,390) (213,698) September (283,875)

2009 and Accounts Report Annual Includes of funds €6.655m used to settle loans acquired on acquisition which were repaid on completion of a business combination. During the year, the Group concluded a refinancing of existing bank borrowings which April15 resulted 2009 and the in draw the down repayment of new of €261.5m facilities of existing on the same facilities date. totalling on €257.6m swaps – fair value hedges swaps – fair value hedges

* Cash and cash equivalents

Cash and cash equivalents

The reconciliation of opening to closing net debtfor the year ended September 25 2009 is as follows: 24. Analysis24. of Net Debt Reconciliation of Opening to Closing Net Debt Net debt is a non-IFRS measure which comprises current and non-current borrowings and the cross-currency interest rate swaps in fair value hedges related to the Private Placement Notes less cash and cash equivalents. It does not include other derivative financial instruments, however, it does include the proportion of the fair value of the hedging adjustment on thePrivate Placement Notes which is included in their carrying value on the Balance Sheet. Forward Foreign Exchange Contracts The notional principal amounts of outstanding forward foreign exchange contracts at September 25 2009 total €102m A net recognised €1.5m) loss (2008: of €0.2m €74m). in(2008: the cash flow reserve in equity at September 25 2009 on foreign exchange forward contracts designated as cash flow hedges under IAS Financial 39 Instruments: Recognition and Measurement will be released to the Income Statement at various dates up to twelve months after the balance sheet has been lossdate. (2008: of €0.681m) recognised A gain of €0.077m in the Income Statement in respect of ineffective cash flow hedges in the period. Cross-Currency Interest Rate Swaps The Group utilises cross-currency interest rate swaps to swap fixed rate US$ denominated debt of into US$230m floating rate sterling debt The of Stg£138m. floating rates are based on sterling LIBOR. These swaps are designated as fair value hedges under IAS Financial 39 Instruments: Recognition and Measurement. Interest Rate Swaps The Group utilises interest rate swaps, not designated as hedges under IAS Financial 39 Instruments: Recognition and Measurement, to swap floating rate euro, sterling and US$ liabilities into fixed rate euro,sterling and US$ liabilities respectively. The principal amounts of the Group’s borrowings which are swapped at September 25 2009 total €105m, September 25 At the and and fixed Stg£156m). US$45m €115m 2009, Stg£155m (2008: interest rates vary from 3.64% and the floating to 5.27%) 3.64% (2008: ratesto 5.27% are based on EURIBOR, sterling LIBOR and US Dollar LIBOR. September 25 At the maturity 2009, profile of the interest rate swaps ranged from October October 28 to 28 2010 2015. Greencore Group plc Group Greencore

Bank borrowings Bank borrowings Loan notes Finance leases Finance leases Private Placement Notes Private Placement Notes Cross-currency interestrate Cross-currency interestrate Group net debt Group net debt

96 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

24. Analysis of Net Debt continued Comparable Net Debt Comparable net debt is a non-IFRS performance measure used by the Group as a key performance indicator. Comparable net debt comprises net debt excluding the impact of derivative financial instruments and fair value of the Private Placement Notes. The reconciliation of comparable net debt for the year ended 25 September 2009 is set out in the following table.

At 26 At 25 September Translation September 2008 Acquisitions Disposals Cash flow adjustments 2009 €’000 €’000 €’000 €’000 €’000 €’000 Cash and cash equivalents 139,040 – (9,389) (71,523) (14,195) 43,933 Bank borrowings (191,946) – – 57,104* 7,210 (127,632) Finance leases (1,925) – – 60 10 (1,855) Private Placement Notes (228,576) – – – 30,335 (198,241) Total (283,407) – (9,389) (14,359) 23,360 (283,795)

* During the year, the Group concluded a refinancing of existing bank borrowings which resulted in the repayment of existing facilities totalling €257.6m on 15 April 2009 and the drawdown of €261.5m on new facilities on the same date.

At 28 At 26 September Translation September 2007 Acquisitions Disposals Cash flow adjustments 2008 €’000 €’000 €’000 €’000 €’000 €’000 Cash and cash equivalents 117,949 151 – 34,777 (13,837) 139,040 Bank borrowings (175,295) – – (21,178)* 4,527 (191,946) Loan notes (1,435) – – 1,308 127 – Finance leases (1,980) – – 38 17 (1,925) Private Placement Notes (259,776) – – – 31,200 (228,576) Total (320,537) 151 – 14,945 22,034 (283,407)

* Includes €6.655m of funds used to settle loans acquired on acquisition which were repaid on completion of a business combination.

Currency Profile The currency profile of net debt and derivative financial instruments at 25 September 2009 was as follows:

USD EUR GBP Total €’000 €’000 €’000 €’000 Cash and cash equivalents 396 20,439 23,098 43,933 Borrowings (37,633) (91,855) (214,302) (343,790) Derivative financial instruments (2,238) (10,895) 1,754 (11,379) (39,475) (82,311) (189,450) (311,236)

The currency profile of net debt and derivative financial instruments at 26 September 2008 was as follows:

USD EUR GBP Total €’000 €’000 €’000 €’000 Cash and cash equivalents – 6,820 132,220 139,040 Borrowings (30,915) (116,283) (260,371) (407,569) Derivative financial instruments (682) (2,715) (17,235) (20,632) (31,597) (112,178) (145,386) (289,161)

Interest Rate Profile The interest rate profile of net debt at 25 September 2009 was as follows: Floating Fixed rate debt rate debt Total €’000 €’000 €’000 EUR 20,439 (91,855) (71,416) STG 38,361 (213,207) (174,846) USD (6,446) (30,791) (37,237) 52,354 (335,853) (283,499)

WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

97 Total Total 307 2008 €’000 €’000 (358) (595) €’000 11,831 3,078 12,601 (9,388) 17,476 24,432 (30,915) 24,432 (143,497) (109,463) (283,875)

– – 179 Fixed 2009 €’000 (736) Other €’000 €’000 7,106 6,188 2,512 (1,183) 6,334 11,288 17,476 rate debt (213,716) (116,283) (329,999)

– 141 567 566 €’000 (358) €’000 6,820 3,436 (3,218) Floating 70,219 46,124 (30,915) rate debt Deferred contingent consideration

– – – and and 128 €’000 9,803 (4,987) 14,662 restructuring Environmental

2009 and Accounts Report Annual

At beginningAt of year

EUR The interest rate profile of net debt September at 26 2008 was as follows: Greencore Group plc Group Greencore Deferred Contingent Consideration Deferred contingent consideration at September 25 2009 represents the estimated amount payable in respect of the acquisition of the minority interest of Trilby Trading Limited. This amount becomes payable in and March March 2010 2011. Deferred consideration arising on other acquisitions is included in other payables. Deferred contingent consideration September at 26 2008 represented the estimated amount payable in respect of the acquisition of Home Made Brand Foods Inc (HMBF). This represented a provision amount of US$5.0m. The maximum amount that could have been paid was and US$10.0m was dependent on the results of HMBF to the end of December An 2008. amount of US$4.5m was paid in December 2008. Other Other provisions primarily consists of provisions (a) for leasehold dilapidations in respect of certain leases, relatingthe estimated to cost of reinstating leasehold premises to their original condition at the time of the inception of the leaseas provided for in the lease agreement; and provision (b) for onerous contractual obligations for properties held under operatinglease. It is anticipated that these will be payable within five years. Environmental and Restructuring Environmental obligations and related costs arise primarily from the Group’s discontinued sugar processing operations and have been established to cover either a statutory or constructive obligation of the Group to carry out remedial works. Relatedrestructuring provisions relate to irrevocable commitments in respect of programmes commenced and committed to in the Ingredients & Related Property segment, primarily related to the exit from sugar processing. The estimation of environmentaland restructuring provisions is a key judgement in the preparation of the financial statements. A significant portion ofbalance the provided is not contracted and accordingly the timing of payments is subject to a degree of uncertainty. Substantially all costs will have been incurred September by 2010. Analysed as: Current liabilities Non-current liabilities

Provided in year STG Utilised in year USD

Transferred to goodwill

Currency translation differences 25. Provisions25. for Liabilities Unwind of discount to present value in the year At endAt of year

98 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

26. Deferred Taxation The movement in deferred tax in the Balance Sheet and the Group’s deferred tax assets and liabilities are analysed as follows:

Property, Acquisition Retirement Derivative Employee plant and related benefit financial share 2009 2008 equipment intangibles obligations instruments options Other Total Total €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 At beginning of year (24,077) (3,777) 14,395 603 – (2,605) (15,461) (16,175) Income Statement charge (note 9) (3,341) 187 (1,027) – 50 497 (3,634) (3,846) Tax charged to equity (note 9) – – 13,218 (65) – – 13,153 8,001 Acquisitions – – – – – – – (4,391) Disposals 155 – – – – – 155 – Currency translation differences and other 2,958 59 (2,274) – – 389 1,132 950 At end of year (24,305) (3,531) 24,312 538 50 (1,719) (4,655) (15,461)

Deferred tax assets (deductible temporary differences) 16,567 – 24,312 538 50 1,526 42,993 35,722 Deferred tax liabilities (taxable temporary differences) (40,872) (3,531) – – – (3,245) (47,648) (51,183) Net deferred tax liability (24,305) (3,531) 24,312 538 50 (1,719) (4,655) (15,461)

No deferred tax asset is recognised in respect of certain tax losses incurred by the Group on the grounds that there is insufficient evidence that the assets will be recoverable. In the event that sufficient profits are generated in the relevant jurisdictions in the future, these assets may be recovered. The unrecognised deferred tax asset at 25 September 2009 was €19.0m.

No deferred tax asset is recognised in respect of certain capital losses incurred by the Group on the grounds that there is insufficient evidence that the assets will be recoverable. The unrecognised deferred tax asset at 25 September 2009 is €4.5m.

27. Government Grants 2009 2008 €’000 €’000 At beginning of year 1,047 1,160 Received in year 166 – Amortised in year (116) (88) Repaid in year (7) (25) Currency translation differences 6 – At end of year 1,096 1,047

Government grants received of €0.692m (2008: €0.677m) are repayable under certain circumstances as set out in the grant agreements. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

99 2008 2008 2008 years 20-21 23-24 8.50%

6.65%-7.05% 4.70%-4.80% 8.70%-9.50% 2.00%-3.30% 4.00%-4.50% 2.00%-3.30% 3.00%-4.30% 2009 years 23-25 20-22

2009 2009 1.00% 8.50% 0%-3.00% 2.00%-3.00% 5.60%-6.00% 3.80%-5.60% 2.00%-3.00% 8.05%-9.50%

2009 and Accounts Report Annual

The expected long-term rates of return on the assets of the schemes were as follows: Assumptions regarding future mortality experience are set based on information from published statisticsall and geographic experience regions in and are selected to reflect the characteristics and experience of the membership of the relevantIn relation plans. to the UK, this has been done adjusting by standard mortality tables to reflect recent research into mortalityexperience in the tables 92 UK (PA combined with the 2002 short cohort improvements factors). The average life expectancy, in years, of a pensioner retiring at is 65 as follows: The expected long-term rate of return on scheme assets is calculated taking account of the available yield on fixed interest stock and allows for additional returns on the growth assets. Inflation rate Cash/Other Discount rate Property Rate of increase in pension payment Bonds

Female Male

The Group does not operate any post-employment medical benefit schemes. Equities Rate of increase in pensionable salaries The size of the obligation is sensitive to judgmental actuarial assumptions. These include demographic assumptionsmortality, covering economic assumptions covering price inflation, benefit and salary increases, together with the discount rate.expected The return on plan assets is also a key judgement. The principal actuarial assumptions were as follows: Full actuarial valuations were carried out between March March and 2005 31 In 2008. 31 general, actuarial valuations are not available for public inspection, however, the results of valuations are advised to the members of the various schemes. Actuarial gains and lossesand the associated movement in the deferred tax asset are recognised in retained income via the Statement of Recognised Income and Expense. Defined Contribution Schemes The total amount represents charged €1.02m) (2008: to income employer of €0.526m contributions payable to these schemes at rates specified in the rules of the schemes. was included €0.38m) (2008: year-end, At in €0.032m other accruals in respect of defined contribution pension accruals. Defined Benefit Schemes The Group operates four defined benefit schemes in the Republic of Ireland and one in the Netherlands (the Eurozone schemes). The Group also operates three defined benefitschemes in the UK (the UK schemes). The Projected Unit Credit actuarial cost method has been employed in determining the present value of the defined benefit obligation arising,related the current service cost and, where applicable, past service cost. 28. Retirement28. Benefit Obligation The Group operates either defined benefit or defined contribution pension schemes inall of itsmain operating locations.Scheme assets are held in separate trustee administered funds. Greencore Group plc Group Greencore 100 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

28. Retirement Benefit Obligation continued Sensitivity of Pension Liability to Judgemental Assumptions

Assumption Change in assumption Impact on scheme liabilities Discount rate Increase/decrease by 0.5% Decrease/increase by 7.0% Rate of inflation Increase/decrease by 0.5% Increase/decrease by 4.3% Rate of salary growth Increase/decrease by 0.5% Increase/decrease by 0.1% Rate of mortality Members assumed to live 1 year longer Increase by 2.1%

Market Values of the Assets of the Schemes 2009 2008 €’000 €’000 Equities 209,342 270,381 Bonds 114,752 81,319 Property 19,924 30,479 Cash/Other 3,127 4,431 Total market value at end of year 347,145 386,610 Present value of scheme liabilities (447,004) (454,700) Deficit in schemes (99,859) (68,090) Deferred tax asset 24,312 14,395 Net liability at end of year (75,547) (53,695)

Defined Benefit Pension Assets and Liabilities as Analysed in the Group Balance Sheet

2009 2008 €’000 €’000 Non-current assets* – 866 Non-current liabilities (99,859) (68,956) (99,859) (68,090)

* The value of a net pension benefit asset is the present value of any amount the Group reasonably expects to recover by way of refund of surplus from the remaining assets of a plan at the end of the plan’s life.

Expense Charged in the Group Income Statement in Respect of Defined Benefit Pension Schemes 2009 2008 €’000 €’000 Current service costs (included in operating costs) 3,604 4,654 Past service costs 58 90 Total included in staff costs (Note 4) 3,662 4,744

2009 2008 €’000 €’000 Interest cost 28,939 30,131 Expected return on plan assets (30,015) (39,201) Total included in finance costs (Note 7) (1,076) (9,070)

The total return on plan assets for the year was a loss of €7.591m (2008: €111.577m).

Actuarial Losses Recognised in the Statement of Recognised Income and Expense 2009 2008 €’000 €’000 Actual return less expected return on pension scheme assets (37,606) (150,778) Actuarial (losses)/gains arising on the scheme liabilities (11,825) 86,074 Total included in the Statement of Recognised Income and Expense (49,431) (64,704)

WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

90 2005 2005 101 2008 2008 2008 9.1% €’000 €’000 €’000 €’000 5.3% 11,123 2,484 4,654 2,484 13.2% 30,131 39,201 45,065 (75,819) (29,015) (12,803) (81,888) (77,507) (64,704) (40,667) (86,074) (40,667) (30,754) (22,066) 547,313 386,610 (576,118) 573,097 454,700 (150,778) 494,230

58 2006 2006 2009 2009 2009 1.7% 1.9% €’000 €’000 €’000 €’000 4.0% 11,187 12,117 2,045 3,604 2,045 21,457 11,825 30,015 (10,270) (18,931) (51,622) 28,939 (27,105) (27,105) (49,431) (77,507) (37,606) (27,062) 539,898 347,145 386,610 (591,520) 454,700 447,004 (126,938)

2007 2007 1.2% €’000 2.2% 3.3% 6,764 18,736 (11,972) (25,784) 547,313 (573,097)

2008 2008 €’000 18.9% 14.2% 39.0% 86,074 (64,704) (68,090) 386,610 (150,778) (454,700)

2009 2009 €’000 11.1% 2.6% 10.8% (11,825) (49,431) (37,606) (99,859) 347,145 (447,004)

2009 and Accounts Report Annual return on scheme assets (€’000) and Expense (€’000) Movement in the Present Value ofDefined Benefit Obligations At endAt of year History of Experience Adjustments Difference between the expected and actual endAt of year Contributions members by Benefits paid Currency translation differences Current service costs Past service cost Interest cost Actuarial loss/(gain) Contributions members by Benefits paid Currency translation differences endAt of year Present value of defined benefit obligations At beginningAt of year

At beginningAt of year Actuarial loss for the year Movement in the Fair Value of Plan Assets Expected returnon plan assets Actuarial losses on plan assets Contributions employers by At beginningAt of year Cumulative Actuarial Loss Recognised in the Statementof Recognised Income and Expense Greencore Group plc Group Greencore

As a percentage of scheme assets Fair value of scheme assets Actuarial (losses)/gains on scheme liabilities (€’000) Deficit in the schemes As a percentage of the present value of scheme liabilities recognisedTotal in Statement of Recognised Income As a percentage of the present value of the scheme liabilities The expected contributions payable to Group defined benefit €11.4m). (2008: schemes are €8.95m in 2010 102 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

29. Reconciliation of Movements in Share Premium and Reserves

Reserves Capital Foreign Available- conversion currency for-sale Share Share reserve Hedging translation investment Retained premium options Own shares fund reserve reserve reserve earnings Total €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 At 26 September 2008 118,961 982 (407) 934 (1,550) (4,376) – (4,947) 109,597 Premium on issue of shares 662 – – – – – – – 662 Actuarial loss on Group defined benefit pension schemes – – – – – – – (49,431) (49,431) Employee share option/awards expense – 910 – – – – – – 910 Dividends – – – – – – – (22,717) (22,717) Cash flow hedges fair value losses in year – – – – (1,691) – – – (1,691) tax on fair value losses – – – – 473 – – – 473 transfers to Income Statement – – – – 1,594 – – – 1,594 tax on transfers to Income Statement – – – – (446) – – – (446) Net investment hedge – – – – – 679 – – 679 Currency translation differences – – – – 327 (5,718) – – (5,391) Tax on translation of cash flow hedge reserve – – – – (92) – – – (92) Deferred tax asset on Group defined benefit pension schemes – – – – – – – 13,218 13,218 Transfer on exercise, forfeit or lapse of share options that have vested – (528) – – – – – 528 – 2008 Deferred Bonus Plan expense reclassification – 393 (393) – – – – – – Own Shares Reserve reclassification (a) – – (20,643) – – – – 20,643 – Group profit for the financial year attributable to equity holders of the Company – – – – – – – (9,898) (9,898) At 25 September 2009 119,623 1,757 (21,443) 934 (1,385) (9,415) – (52,604) 37,467 WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 98 (27) 319 Total 597 347 (315) €’000 (800) 103 (2,141) 7,746 8,595 (2,280) (2,522) 53,409 (64,704) (27,095) 138,370 109,597 – – – – – – – – – – (315) €’000 7,746 (4,947) 26,012 Retained 53,409 earnings (64,704) (27,095) – – – – – – – – – – – – – – 8 347 (355) €’000 reserve for-sale Available- investment – – – – – – – – – – – – – 434 €’000 Foreign reserve (4,376) (2,280) (2,530) currency translation

– – – – – – – – – – – 98 (77) (27) 597 €’000 Reserves (2,141) reserve (1,550) Hedging

– – – – – – – – – – – – – – – fund 934 934 €’000 Capital reserve conversion

– – – – – – – – – – – – – – 393 (407) €’000 (800) Own shares

– – – – – – – – – – – – – – (74) 982 €’000 Share 1,056 options

– – – – – – – – – – – – – – €’000 Share 8,595 118,961 premium 110,366 2009 and Accounts Report Annual Income Statement In 1998, The CompanyIn 1998, re-purchased ordinaryshares as set out in Note Subsequently, 30. number a of these shares were re-issued in 2004 and The 2005. reserve arising on the re-purchase of these ordinary shares less in 1998 the cost of the re-issue of the shares in 2004 and has 2005 been reclassified to the Own Shares Reserve from Retained Earnings. Pursuant to the terms of the Deferred Bonus shares Plan, 392,771 were purchased the by Trustees of the Plan in the financial year ended September 26 2008 at a cost The of €0.8m. nominal value of these shares, on which dividends have not been waived the by Trustees of the September Plan, at 26 amounted These 2008. to €0.247m shares are included in the Balance Sheet at cost and of €0.8m, are stated net of the accumulated Income Statement charge in of €1.0m respect of the Deferred Bonus Plan. of shares defined benefit pension schemes option/awards expense option expense fair value losses in year tax on fair value losses transfers to Income Statement tax on transfers to available for sale financial assets (Note 20) differences defined benefit pension schemes Share Awards Trust (b) year attributable to equity holders of the Company At 28 September 28 At 2007

Greencore Group plc Group Greencore

Premium on issue Actuarial loss on Group Employee share Tax onemployee Tax share Dividends Cash flow hedges Net investment hedge Change in fair value of Currency translation Deferred tax asset on Group Shares acquired Deferred by Group profit for the financial At 26 September 26 At 2008 (b) (a) 104 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

30. Equity Share Capital 2009 2008 Authorised Authorised €’000 €’000 300,000,000 ordinary shares of 63c each 189,000 189,000 1 special rights preference share of €1.26 (a) – – 189,000 189,000

2009 2008 Issued and Issued and fully paid fully paid €’000 €’000 204,428,229 (2008: 201,874,360) ordinary shares of 63c each 128,790 127,181 3,904,716 ordinary shares of 63c each held as treasury shares (d) 2,460 2,460 1 special rights preference share of €1.26 (a) – – 131,250 129,641

(a) The special share is owned by the Minister for Agriculture and Food, on behalf of the Irish State. It gives the owner certain rights, inter alia, in relation to the shares, sugar quota and sugar producing assets of Irish Sugar Limited.

(b) Details of share options granted under the Company’s Executive Share Option Scheme, savings related share option schemes and the Deferred Bonus Plan and the terms attaching thereto are provided in Note 5 to the Group Financial Statements and in the Report on Directors’ Remuneration.

(d) In 1998, the company re-purchased 4,906,250 ordinary shares. During the current year and the prior year none of these shares were re-issued. The remaining 3,904,716 shares are held as treasury shares and are not eligible for dividends or voting.

Capital Risk Management The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising return to stakeholders through the optimisation of the debt and equity balance. Capital is defined as the sum of the book value of shareholders’ equity plus comparable net debt but excluding land subject to remediation and pension scheme assets or deficits. The Group’s return on capital employed (ROCE) is calculated by dividing Group operating profit (pre-exceptional charges and amortisation of acquisition related intangibles) plus pre-tax profit from associates by capital for ROCE purposes as shown below. The Group monitors the return on capital of the Group as a key performance indicator.

2009 2008 €’000 €’000 Book value of shareholders’ equity 172,308 244,054 Comparable net debt (Note 24) 283,795 283,407 Retirement benefit obligation (net of deferred tax asset) (Note 28) 75,547 53,695 Capital 531,650 581,156 Land subject to remediation (35,391) (36,100) Capital for ROCE purposes 496,259 545,056

Reconciliation of Movements on Equity Share Capital 2009 2008 €’000 €’000 Share capital at beginning of year 129,641 128,125 Shares issued during the year 1,609 1,516 Share capital at end of year 131,250 129,641 WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

– – 27 69 (10) 2008 2008 2008 €’000 €’000 €’000 €’000 105 4,816 2,413 4,196 1,903 1,829 1,925 1,925 9,230 (1,273) Present value of 32,271 14,954 53,643 (14,243) (25,886) 100,868 payments 2008

– 170 412 2009 2009 2009 €’000 €’000 €’000 €’000 1,925 3,591 4,816 1,489 (1,184) 6,383 6,965 (1,530) (5,040) 11,896 (2,966) 84,391 23,704 28,739 43,756 25,466 (52,136) Minimum payments

– 6 21 €’000 1,828 1,855 1,855 Present value of

payments 2009

117 388 €’000 1,855 6,795 6,290 (4,940) Minimum payments

2009 and Accounts Report Annual 32. Working32. Capital Movement During the Group 2009, bought the minority interest shareholdings in two of its subsidiaries, Trilby Trading Limited and Encore Knockmore Limited. The total cash consideration for the shares with was an €1.1m additional deferred contingent element payable depending on future business performance. The difference between the book value of the share of net assetsacquired at acquisition and the consideration and related costs was recorded as an adjustment to goodwill. 33. Commitment33. under Operating and Finance Leases Operating Leases Future minimum rentals payable under non-cancellable operating leases at year end are as follows: At endAt of year The total cash outflow in the year in respect of current and prior years exceptional charges Of this was related €21.2m. €10.3m to exceptional charges recorded in prior years. The exceptional cash flow excludes the cash inflow on the disposal of Drummonds and the normalised working capital benefit associated of €9.4m with the timing of the Drummonds disposal. Finance Leases Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows: Currency translation differences andTrade other receivables andTrade other payables Within one year

Acquisitions After one year but not more than five years More than five years Within one year

Inventories

Profit after tax Dividends to minorities At beginningAt of year 31. Minority31. Interest Greencore Group plc Group Greencore After one year but not more than five years More than five years Total minimumTotal lease payments Less: amounts allocated to future finance costs Present value of minimum lease payments Finance and operating lease commitments relate to property, plant and equipment and fixtures and fittings. 106 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

34. Capital Expenditure Commitments 2009 2008 €’000 €’000 Capital expenditure that has been contracted for but not been provided for in the financial statements 1,809 4,942 Capital expenditure that has been authorised by the Directors but not yet been contracted 423 1,142 2,232 6,084

35. Contingencies The Company and certain subsidiaries have given guarantees in respect of borrowings and other obligations arising in the ordinary course of the business of the Company and other Group undertakings. The Company and other Group undertakings consider these guarantees to be insurance contracts and account for them as such. The Company treats these guarantee contracts as contingent liabilities until such time as it becomes probable that a payment will be required under such guarantees.

Pursuant to the provisions of Section 17, Companies (Amendment) Act, 1986, the Company has guaranteed the liabilities of certain subsidiary undertakings in the Republic of Ireland for the financial year ended 25 September 2009 and, as a result, such subsidiary undertakings have been exempted from the filing provisions of Section 7, Companies (Amendment) Act, 1986.

Various subsidiaries of the Group are subject to legal proceedings. Provisions for anticipated settlement costs and associated expenses arising from legal and other disputes are made where a reliable estimate can be made of the probable outcome of the proceedings.

The Group has provided security to the Government of Ireland for the purpose of facilitating the receipt of restructuring aid as provided for in Commission Regulation (EC) No 968/2006. The security is in the form of a bank guarantee and amounts to €9.4m (2008: €52.1m). The guarantee becomes payable if the Group does not complete one or more of its commitments under the restructuring plan, at which time, that part of the aid granted in respect of the commitment concerned can be recovered from the Group. The Group continues to perform its commitments under its restructuring plan and accordingly, in the opinion of the Directors, the likelihood of repayment of any restructuring aid received is considered to be remote and therefore no provision has been recognised in the Group financial statements in respect of this guarantee.

36. Acquisition of Undertakings During the year ended 26 September 2008, the Group completed three business combinations which were reported within the Convenience Foods operating segment. These transactions have been accounted for by the purchase method of accounting and the details of each are as follows:

Blaen Twyni On 7 December 2007, the Group acquired a 100% interest in the Danone water business in Wales. The consideration was in the form of a cash payment. An excess in the fair value of identifiable net assets acquired over consideration paid arose on this acquisition. This amount of €1.4m was recognised immediately in the Group Income Statement.

Ministry of Cake Holdings Limited On 10 December 2007, the Group acquired 100% of the issued share capital of Ministry of Cake Limited, a foodservice dessert manufacturer based in the UK. The consideration comprises both a cash payment and a deferred contingent cash element.

Home Made Brand Foods Inc On 29 April 2008, the Group acquired 100% of the share capital of Home Made Brand Foods Inc, a chilled foods manufacturer based in the US, for a cash consideration plus deferred contingent consideration up to a maximum of US$10m, depending on the company’s performance in the financial year to 31 December 2008. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements

8 0 0 0 0 0 176 ’ (151) 2 107 € 1,138 2,965 5,838 6,206 6,655 (1,390) 35,121 (4,567) (6,945) 54,761 54,761 21,030 10,940 12,623 40,913 32,542 48,555 Fair value

2009 and Accounts Report Annual

Goodwill Excess of fair value of identifiable net assets over consideration paid Liabilities andTrade other payables Deferred tax provision Net assets acquired assetsTotal Identifiable net assets acquired (excluding net debt assumed) Assets Property, plant and equipment Intangible assets andTrade other receivables Deferred tax asset

None of these acquisitions are considered sufficiently material to warrant separate disclosure of the fair values attributableto thesecombinations and accordingly they were disclosed in aggregate. The carrying amounts of the assets and liabilities acquired, determined in accordance with IFRSbefore completion of the combination, together withthe adjustments made to those carrying values to arrive at the fair values, were as follows: Greencore Group plc Group Greencore Inventories The principal intangible assets acquired during 2008 were customer related intangibles amounting and non- to €9.4m customer related intangible assets amounting to €3.1m. The revenue and profit of the Group for 2008 determined as though the acquisition date for the business combinations effected during the period had been the beginning of the period would and respectively. €56m be €1,328m The post-acquisition impact of the business combinations completed during 2008 on Group profit for the financial period was an increase in profit for of €1.5m 2008. Total enterpriseTotal value Satisfied by: Cash payments Net debt assumed on acquisition: Deferred and contingent acquisition consideration (stated at net present cost) considerationTotal – enterprise value The principal factor contributing to the recognition of goodwill on the above business combinations was the expected realisation of cost savings and synergies with existing entities in the Group and of accessing new markets. Professional feesincurred on business combinations Cash acquired Net cash outflow Debt acquired

108 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

37. Disposal of Undertakings As referred to in Note 6, the Group disposed of its interest in Drummonds Limited on 26 June 2009. The loss on disposal of this business was recognised in the Group Income Statement within continuing operations.

The net assets of Drummonds Limited at the date of disposal were as follows: At disposal €’000 Assets Property, plant and equipment 1,216 Inventories 3,128 Trade and other receivables 4,252 Total assets 8,596

Liabilities Trade and other payables (5,601) Total enterprise value 2,995

Loss on disposal (283) Total consideration 2,712

Satisfied by: Cash payments (net of disposal costs) 12,101 Cash and cash equivalents disposed of (9,389) Net cash inflow arising on disposal 2,712

Prior to disposal, an exceptional charge of €12.3m was recorded in the Group Income Statement as set out in Note 6.

38. Related Party Disclosures The principal related party relationships requiring disclosure in the Group Financial Statements under IAS 24 Related Party Disclosures pertain to the existence of subsidiaries and associates and transactions with these entities entered into by the Group and the identification and compensation of key management personnel as addressed in greater detail below.

Subsidiaries and Associates The Group Financial Statements include the Financial Statements of the Company (Greencore Group plc, the ultimate parent) and its subsidiaries and associates. A listing of the principal subsidiaries and associates is provided in Note 39 of the Group Financial Statements.

Sales to and purchases from, together with outstanding payables and receivables to and from subsidiaries, are eliminated in the preparation of the Group Financial Statements in accordance with IAS 27 Consolidated and Separate Financial Statements. Amounts receivable from and payable to associates as at the balance sheet date are included as separate line items in the notes to the Group Financial Statements.

Terms and Conditions of Transactions with Subsidiaries and Associates In general, sales to and purchases from associates are on terms equivalent to those that prevail in arm’s length transactions. The outstanding balances included in receivables and payables at the balance sheet date in respect of transactions with associates are unsecured and interest free, and settlement arises in cash. No guarantees have been either requested or provided in relation to the related party receivables and payables.

Key Management Personnel For the purposes of the disclosure requirements of IAS 24 Related Party Disclosures, the term “key management personnel” (i.e. those persons having the authority and responsibility for planning, directing and controlling the activities of the Company), refers to the Board of Directors which manages the business and affairs of the Company. As identified in the Report on Directors’ Remuneration, the Directors, other than the Non-Executive Directors, serve as executive officers of the Company.

Key management personnel compensation was as follows: 2009 2008 €’000 €’000 Salaries and other short-term employee benefits 3,336 3,133 Post-employment benefits 173 201 Share based payments 475 69 3,984 3,403 WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 109 The Maltings, Athy KildareCo. Athy Road Carlow Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Willige Laagt 2 Pz Liessel5757 Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Van ForeestlaanVan 3 Hc Alphen2404 Rijn Ad Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA P.O. Box 87, 22 Grenville 22 Street Box 87, P.O. Helier,St. Jersey 8PX JE4 No. 2 NorthwoodNo. Avenue, Northwood Business Park, Santry Dublin 9 No. 2 NorthwoodNo. Avenue Northwood Business Park, Santry Dublin 9 Greencore Sandwiches Manton Wood Enterprise Park Worksop Nottinghamshire S80 2RS 40 Chaussee de Charleroi Gembloux5030 Registered office 100 100 100 100 100 100 100 100 100 100 100 100 100 Percentageshare Maltsters General Trading Company Food Processors Holding Company Food Processors Food Processors Food Processors Food Processors Finance Company Finance Company Finance Company Food Processors Maltsters Nature of business 2009 and Accounts Report Annual Minch Malt Limited Irish Sugar Limited Hazlewood Grocery Limited* Hazlewood Foods Limited* Hazlewood Convenience Foods Liessel BV*** Hazlewood Convenience Food Group Limited* Hazlewood Convenience Foods Alphen BV*** Hazlewood Convenience Group 1 Limited* Greencore Funding Limited**** Greencore Finance Limited Greencore Advances Limited Breadwinner Foods Limited* Name of subsidiary Belgomalt SA** All the above companies are incorporated in the Republic of Ireland except those indicatedmarked with with ** * which which are is incorporated incorporated in within Belgium, the those United marked Kingdom, *** which that are incorporatedand that in the marked Netherlands, ***** which is incorporated that marked **** in which the USA. is incorporated The principal in country Jersey, of operation of each company is the country in which it is incorporated. 39. Principal39. Subsidiary and Associated Undertakings The principal subsidiary and associated undertakings are as follows: Greencore Group plc Group Greencore 110 Greencore Group plc Annual Report and Accounts 2009 Notes to the Group Financial Statements year ended 25 September 2009 continued

39. Principal Subsidiary and Associated Undertakings continued

Name of subsidiary Nature of business Percentage share Registered office Oldfields Limited* Food Processors 100 Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Premier Molasses Company Limited Molasses Trading 50 Harbour Road Foynes, Co. Limerick Pauls Malt Limited* Maltsters 100 24-25 Eastern Way Bury St. Edmund Suffolk, IP32 7AD R & B (Bristol) Limited* Food Processors 100 Greencore Sandwiches Manton Wood Enterprise Park Worksop Nottinghamshire S80 2RS The Robert’s Group Limited* Food Processors 100 Midland Road Hunslet, Leeds LS10 2RJ Trilby Trading Limited Food Industry Suppliers 100 No. 2 Northwood Avenue Northwood Business Park, Santry Dublin 9 Sushi San Limited* Food Processors 100 Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA United Molasses (Ireland) Limited* Molasses Trading 50 Duncrue Street Belfast BT3 9AQ Greencore USA, Inc***** Food Processor 100 Corporation Service Company 2711 Centreville Road Suite 400, Willmington County of Newcastle Delaware 19808 USA Ministry of Cake Limited* Food Processor 100 Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA

All the above companies are incorporated in the Republic of Ireland except those indicated with * which are incorporated within the United Kingdom, that marked with ** which is incorporated in Belgium, those marked *** which are incorporated in the Netherlands, that marked **** which is incorporated in Jersey, and that marked ***** which is incorporated in the USA. The principal country of operation of each company is the country in which it is incorporated. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 111 2009 and Accounts Report Annual 42. Board42. Approval The Group Financial Statements, together with the Company Financial Statements, for the year ended September 25 2009 were approved the by Board of Directors and authorised for issue December on 17 2009. 40. Subsequent40. Events NovemberOn the 19 Group 2009, announced that it has agreed to sell its bottled water business (“Greencore Water”) to Highland Spring Limited. Greencore Water is a part of the Group’s Convenience Foods segment and is a supplier of customer branded water in the UK, operating from two facilities located at CampsieSprings in west Scotland and Blaen Twyni in Wales. Completion of this disposal, which will be effected means by of an asset sale and the sale of shares in a subsidiary company, is expected to occur on or before April 30 2010. Restatement41. In June the 2008, Group uncovered a deliberate concealment of costs at its Mineral Water business (part of the Convenience Foods segment) which resulted in a material misstatement of the Group financial position and performance presented inannual the reports for the financial years 2006 and and 2007 the2008 Half Yearly Financial Report. The investigation undertaken indicated that this concealment of costs was undertaken the by former Financial Controller of the Mineral Water business who left the business prior to this issue being uncovered. As a result of this restatement, opening retained earnings for 2008 were reduced €12.3m. by Greencore Group plc Group Greencore 112 Greencore Group plc Annual Report and Accounts 2009 Company Statement of Accounting Policies year ended 25 September 2009

Accounting Standards The Company Financial Statements are prepared in accordance with accounting standards generally accepted in Ireland and with the Companies Acts, 1963 to 2009.

Accounting Convention These Financial Statements are prepared under the historical cost convention.

Profit and Loss The profit attributable to equity shareholders dealt with in the Financial Statements of the Parent Company was €32.410m (2008: €67.092m). In accordance with Section 148(8) of the Companies Act, 1963 and Section 7(1A) of the Companies Amendment Act, 1986, the Company is availing of the exemption from presenting its individual Profit and Loss Account to the Annual General Meeting and from filing it with the Registrar of Companies.

Foreign Currency Foreign currency transactions are booked in the functional currency at the exchange rate ruling on the date of the transaction. Foreign currency monetary assets and liabilities are translated into the functional currency at rates of exchange ruling at the balance sheet date. Exchange differences are included in profit or loss for the year.

Investments Investments in subsidiaries and associated undertakings are held at cost. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of its recoverable amount. When the carrying amount of an investment exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable amount.

Depreciation Depreciation is calculated so as to write off the cost or valuation, less estimated residual value, of each fixed asset during its expected useful life using the straight line or reducing balance methods over the following periods:

Plant, machinery, fixtures and fittings 3-25 years

No depreciation is provided on freehold land.

Employee Share Options The Company grants equity settled share based payments and share awards to employees (through Executive Share Option and Share Award Schemes and employee Sharesave Schemes). In the case of these options, the fair value is determined using a trinomial valuation model, as measured at the date of grant. The fair value is expensed to the Profit and Loss Account on a straight-line basis over the vesting period, based on an estimate of the number of shares that will eventually vest.

The proceeds received when options are exercised, net of any directly attributable transaction costs, are credited to share capital and share premium.

Taxation Current tax represents the expected tax payable on the taxable income for the year, using tax rates and tax laws enacted or substantively enacted, at the balance sheet date along with any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of all timing differences which have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future, or a right to pay less tax in the future, have occurred at the balance sheet date.

Timing differences are temporary differences between profit as computed for taxation purposes and profit as stated in the Financial Statements which arise because certain items of income and expenditure in the Financial Statements are dealt with in different periods for taxation purposes.

Deferred tax assets are recognised to the extent which they are regarded as recoverable. Recoverability is assessed on the basis that more likely than not there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Company Business Corporate Financial c10129d5-f16a-4889-83af-6b7c37978546 - WorldReginfo Overview Review Governance Statements 113 2009 and Accounts Report Annual Cash Flow The Company has taken advantage of the exemption available to it under FRS 1 Cash Flow Statements not to prepare a statement of cash flows. Dividends Interim dividends payable are recognised as a liability of the Company when the Board of Directors resolves to pay the dividend and the shareholders have been notified in accordance with the Company’s Articles of Association. Final dividendsof the Company are recognised as a liability when they have been approved the by Company’s shareholders. Treasury Shares Where the Company purchases the Company’s equityshare capital, the consideration paid is deducted from the total shareholders’ equity and classified as treasury shares until they are cancelled. Where such shares are subsequentlyre-issued, sold or any consideration received is included in total shareholders’ equity. Share Capital Ordinary Shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or optionsas are a deduction, taken within equity net of tax, from the proceeds. Defined Benefit Pension Plan Pension benefits are funded over the employees’ years of service way by of contributions to a defined benefit scheme operated the by Company. Pursuant as to paragraph the Directors of 9 (b) FRS 17, of the Company are unable to determine the portion of the pension scheme assets and liabilities which relate to the employees of the Company, the Company has accounted for the contributions as if the scheme were a defined contribution scheme. Contributions to the plan are charged to the Profit and Loss Account as due. Any difference between the amounts chargedto the Profit and Loss Account and contributions paid to the pension scheme are included in debtors or creditors in the Balance Sheet. Retirement Benefits Defined Contribution Pension Plans A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate defined contribution scheme. Obligations for contributions to defined contribution pension plans are recognised as an expense inProfit the and Loss Account as due. Any difference between the amounts charged to the Profit and Loss Account and contributions paid to the pension scheme are included in debtors or creditors in the Balance Sheet. Greencore Group plc Group Greencore 114 Greencore Group plc Annual Report and Accounts 2009 Company Balance Sheet at 25 September 2009

2009 2008 Notes €’000 €’000 Fixed assets Tangible assets 1 1,422 44 Financial assets 2 112,539 112,643 113,961 112,687

Current assets Debtors 3 875,872 1,456,050 Cash at bank and in hand 1,291 19 877,163 1,456,069 Creditors (amounts due within one year) Creditors 4 515,960 1,106,459 Bank overdrafts and other short-term obligations 3 16 515,963 1,106,475

Net current assets 361,200 349,594 Total assets less creditors (amounts falling due within one year) 475,161 462,281

Creditors (amounts due after more than one year) 6 – Net assets 475,155 462,281

Capital and reserves Share capital 5 131,250 129,641 Capital conversion reserve fund 6 934 934 Share premium account 6 119,623 118,961 Other reserves 6 (19,686) 575 Profit and loss account 6 243,034 212,170 Shareholders’ funds 475,155 462,281

– 44 30 30 179 390 Total 115 2008 2008 2008 €’000 €’000 €’000 €’000 €’000 1,379 1,390 1,452 1,452 2,813 1,422 2,857 10,691 (2,813) (2,857) 112,643 112,643 1,106,459 1,455,481 1,456,050 1,092,999

30 93 30 30 221 (104) 2009 2009 2009 €’000 €’000 €’000 €’000 €’000 6,133 1,452 1,452 1,422 2,672 2,722 2,083 2,642 Fixtures (2,672) (2,642) 112,539 112,643 515,960 875,872 875,558 505,022 and fittings

– – – – – 14 171 185 (171) (185) €’000 €’000 Plant and machinery

2009 and Accounts Report Annual

Amounts due from and to subsidiary undertakings are classified as current, as all inter-company receivables and payables are repayable on demand. Amounts due from and to subsidiary undertakings are classified as current, as all inter-company receivables and payables are repayable on demand. 3. Debtors3. The principal trading subsidiary andassociated undertakings are set out in to Note the 39 Group Financial Statements. At endAt of year 5. Share5. Capital Details in respect of called-up share capital are presented in Note of 30 the Group Financial Statements. * Amounts owed to subsidiary undertakings* 4. Creditors4. Additions Interest in subsidiary undertakings Movement in year Amounts falling due within one year Prepayments and accrued income * Amounts falling due within one year Amounts owed subsidiary by undertakings* At beginningAt of year

At 26 SeptemberAt 26 2008 Other debtors Declared interimdividend andTrade other creditors Accruals Cost 1. Tangible1. Assets year ended 25 September endedyear 2009 25 Notes to the Company Company the to Notes Greencore Group plc Group Greencore Statements Financial

Disposals Depreciation SeptemberAt 26 2008 Disposals At 25 SeptemberAt 25 2009 Charge for the year September 26 At 2008 At 25 SeptemberAt 25 2009 Net book value SeptemberAt 25 2009 2. Financial Assets 116 Greencore Group plc Annual Report and Accounts 2009 Notes to the Company Financial Statements year ended 25 September 2009 continued

6. Equity Reserves 2009 Capital Share conversion Share Own shares option Profit and reserve fund premium reserve reserve loss account €’000 €’000 €’000 €’000 €’000 At beginning of year 934 118,961 (407) 982 212,170 Premium on issue of shares – 662 – – – Employee share options/ awards expense – – – 910 – 2008 Deferred Bonus Plan share option expense reclassification – – (393) 393 – Transfer on exercise, forfeit or lapse of share options that have vested – – – (528) 528 Own Shares Reserve reclassification (a) – – (20,643) – 20,643 Profit for the financial year attributable to equity holders of the Company – – – – 32,410 Dividends – – – – (22,717) At end of year 934 119,623 (21,443) 1,757 243,034

(a) In 1998, The Company re-purchased ordinary shares as set out in Note 30 to the Group Financial Statements. Subsequently, a number of these shares were re-issued in 2004 and 2005. The reserve arising on the re-purchase of these ordinary shares in 1998 less the cost of the re-issue of the shares in 2004 and 2005 has been reclassified to the Own Shares Reserve from Retained Earnings. . 7. Retirement Benefits The Company operates a defined benefit pension scheme and a defined contribution scheme, with assets held in separate trustee administered funds.

Some employees of the Company are members of a multi-employer defined benefit pension scheme, which is operated in conjunction with other Group companies. The defined benefit scheme is accounted for as if it were a defined contribution scheme on the grounds that the Company is unable to identify its share of the underlying assets and liabilities in the scheme on a consistent and reasonable basis. The defined benefit scheme of which some employees are members is not included on the Balance Sheet of the Company as it is not possible to determine the proportion of the assets and liabilities of the scheme that relates to the Company on a reasonable and consistent basis. A substantial number of deferred beneficiaries of the scheme were employees of entities that either no longer trade or are no longer owned by the Group.

Total pension costs for the year amounted to €0.293m (2008: €0.349m) in respect of defined benefit schemes and €0.103m (2008: €0.063m) in respect of defined contribution schemes. At year-end, €0.023m (2008: €nil) was included in other accruals in respect of pension cost accruals.

Disclosures in relation to this and all other Group defined benefit pension schemes are given in Note 28 to the Group Financial Statements.

8. Share Based Payments The Company grants share options under various share option plans as detailed in the Report of the Directors. A charge of €0.671m (2008: €0.261m) was recognised in the Profit and Loss Account of the Company in respect of the employees of the Company. All disclosures relating to the plans are given in Note 5 to the Group Financial Statements.

9. Financial Guarantee Contracts Pursuant to the provisions of Section 17, Companies (Amendment) Act, 1986, the Company has guaranteed the liabilities of certain subsidiary undertakings in the Republic of Ireland for the financial year ended 25 September 2009. Where the Company has entered into financial guarantee contracts to guarantee the indebtedness of such subsidiaries, the Company considers these to be insurance contracts and accounts for them as such.

The Company is party to cross-guarantees on Group borrowings. These are treated as insurance contracts and accounted for as such.

10. Statutory Information During the period the average number of persons employed by the Company (excluding Non-Executive Directors) was 29 (2008: 29).

Directors’ remuneration is disclosed in the Report on Directors’ Remuneration and in Note 38 to the Group Financial Statements.

Auditor’s remuneration for the Company for the year is set at €40,000.

The Company has annual commitments under operating leases expiring after five years totalling €0.62m.

WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Greencore Group plc Annual Report and Accounts 2009 Greencore Group plc Annual Report and Accounts 2009 117 Shareholder and Other Information

You can also view this report online at http://ar2009.greencore.com/ WorldReginfo - c10129d5-f16a-4889-83af-6b7c37978546 Greencore Group plc Annual Report and Accounts 2009 plc Group Greencore About Greencore greencore.com Bringing Convenience to Greencore Group plc is a leading convenience food business with an annual turnover in excess of €1.1 billion. It has manufacturing facilities in four Annual Report and Accounts 2009 Accounts and Report Annual Good Food countries of the European Union and in the United States and employs over 7,500 people. There are two divisions within the company: Convenience Foods and Ingredients & Related Property. Greencore vision Our vision is to be a leading international food company delivering convenient, premium-quality meal and snack solutions to retailers and foodservice providers at prices the majority of today’s consumers can afford every day. Greencore will strive to be the acknowledged leader supplying markets where quality, freshness and convenience are valued.