Code for Companies Act

Introduction

This code is primarily based on the Companies Acts disclosure requirements for directors and company secretaries who acquire an interest in shares or debentures of the Company or its subsidiaries. It differs from the Company’s Code for Stock Exchange Securities Transactions by Directors in that most of its obligations are legal obligations, breach of which can give rise to legal penalties and the loss of certain rights. The Code also includes certain additional disclosure obligations which are required by the Stock Exchange.

1. Duty To Notify:-

1.1 A director or company secretary interested in the shares or debentures of Greencore Group plc (the ‘Company’) or any of its subsidiaries (each a ‘Subsidiary’) shall notify the Company in writing of his interest, in the manner provided for in this Code, and give details of the number and class of shares or the amount of debentures in which he is interested.
1.2 A director or company secretary shall notify the Company (unless notified under 1.1 above) of any interest of a connected person (as defined in 1.4 below) of that director or the company secretary, as applicable, in shares or debentures of the Company or any of its Subsidiaries which, if the connected person were a director or company secretary, would be required to be disclosed by him to the Company under this Code; the notification to the Company must identify the connected person and the nature of the connection with the director or company secretary, give the particulars specified in 1.1 above in respect of such interest and state the nature and extent of the director?s or company secretary?s interest (if any) in the transaction.
1.3 Where any transaction involves the grant, acceptance, disposal, exercise, discharge or any dealing with, to or by a director or company secretary, a person connected with a director or the company secretary of any right or option (whether for the call or put or both) relating to shares or debentures of the Company or any of its Subsidiaries or of any other right or obligation, present or future, conditional or unconditional, to acquire or dispose of any shares or debentures of the Company or any of its Subsidiaries, the director or company secretary shall include in his notification to the Company a statement of:-
1.3.1 the date on which the right or option was granted;
1.3.2 the period in which or time at which the right or option is exercisable;
1.3.3 the consideration for the grant (or, if it be the case that there is no consideration that fact);
1.3.4 the price to be paid for the shares or debentures under the right or option; and
1.3.5 the particulars specified in 1.1 above in respect of the right or option.
1.4 ?Connected person? means in relation to each director or company secretary:-
1.4.1 that director’s or company secretary’s spouse or minor child;
1.4.2 a person acting in his capacity as the trustee of any trust, the principal beneficiaries of which are the director or company secretary, as appropriate, his spouse or any of his children or any body corporate which he controls; or
1.4.3 a partner of that director or company secretary as applicable;
unless that person is also a director or company secretary of the Company. A body corporate shall also be deemed to be connected to the director or company secretary if it is controlled by that director or company secretary, as applicable. A director or company secretary of a company shall be deemed to control a body corporate if he is, alone or together with any other persons referred to in sub-paragraphs 1.4.1, 1.4.2 or 1.4.3 above, interested in more than one half of the equity share capital of that body corporate or entitled to exercise or control the exercise of more than one half of the voting power at any general meeting of that body.
1.5 The Company may require each director or company secretary at such times as it deems necessary or desirable to confirm that he has made all due enquiry of those persons who are connected with him for the purpose of fulfilling his obligations under this Code.
1.6 A director or company secretary shall notify the Company in writing (unless notified under 1.1 to 1.3 above) of the occurrence of any of the following events, including the date on which it occurred and the number or amount, and class, of shares or debentures involved:-
1.6.1 any event by virtue of which he becomes, or ceases to be, interested in shares or debentures of the Company or any Subsidiary;
1.6.2 the entering into by him of a contract to sell any such shares or debentures;
1.6.3 the assignment by him of a right granted to him by the Company to subscribe for such shares or debentures;
1.6.4 the grant to him by the Company or a Subsidiary of a right to subscribe for shares or debentures of the Company or the Subsidiary, respectively, the exercise of such a right or the assignment by him of such a right. On the exercise of such a right, the director or company secretary shall include in his notification a statement of whether the shares or debentures were registered in his name, or, if not, the name or names of the person or persons in whose name or names they were registered, together (if they were registered in the names of two or more) with the number or amount registered in the name of each of them.

2. Notification Period:-

2.1 A notification required to be made under this Code must be made within five days following the day on which the relevant person becomes a director or company secretary or the day on which the existence or alteration in his interest comes to his knowledge, whichever is the later.

3. Content Of Notification:-

3.1 In addition to the information required to be included under Rule 1, any director or company secretary who makes a notification pursuant to this Code shall include his name and address in the notification.
3.2 Any notification made to the Company pursuant to this Code must expressly state that it is made for this purpose as required by the Companies Act, 2014.
3.3 In respect of any event giving rise to a notification obligation under this Code, the relevant director or company secretary shall include in his notification to the Company information as to the price or any consideration passing to him as a consequence of such an event.
3.4 For the purposes of this Code any price paid, given or received in respect of any interest in shares or debentures shall be construed as including a reference to any consideration other than money given or received in respect of any such interest.
3.5 A form of notice which may be used by a director or company secretary for the purpose of notification under this Code is attached as Appendix 1 as well as the form of notification which would then be required to be made by the Company to the London Stock Exchange.

4. Agents:-

4.1 In the event that any director or company secretary authorises any other person (an “Agent”) to acquire or dispose of, on his behalf, an interest in shares or debentures of the Company or a Subsidiary, he shall ensure that the Agent notifies him immediately of any such acquisition or disposal which will or may give rise to an obligation on his part to make any notification under this Code.

5. Failure To Notify:-

5.1 So long as any director or company secretary fails to comply with Rules 1.1 and/or 1.6 of this Code with respect to any rights or obligations which are applicable to him, the Company or a Subsidiary may (unless directed otherwise by a court under the Companies Act, 2014) refuse to enforce such rights or obligations, provided that this will not prejudice the rights of any third party following the transfer of any shares or debentures by such director or company secretary.

6. Register Of Interest:-

6.1 All notifications made pursuant to this Code shall be recorded by the Company in a register kept for this purpose. The Company shall include in this register details of any options granted to any director or company secretary in respect of the shares or debentures of the Company. Whenever any such option is exercised by a director or company secretary, the Company shall record this fact in the register.
6.2 This register shall be available for inspection by members of the public during normal business hours.

7. “Interest in Shares or Debentures”:-

7.1 For the purpose of this Code the interest of a spouse or a minor child of a director or company secretary (not being himself or herself a director or company secretary) in shares or debenture shall be deemed to be the interest of such director or company secretary.
7.2 For the purpose of this Code an interest in shares or debentures means any interest of any kind whatsoever in shares or debentures. Accordingly, no regard should be taken of any restraints or restrictions to which the exercise of any right attached to the interest is or maybe subject.
7.3 Where any property is held on trust and any interest in shares or debentures is comprised in that property, all beneficiaries of that trust shall be deemed to be interested in such shares or debentures. A discretionary interest, an interest in remainder or reversion or an interest of a bare trustee of a trust shall be disregarded for the purpose of this Code.
7.4 A person shall be deemed to be interested in shares or debentures if:-
7.4.1 he enters into a contract for the purchase by him of such shares or debentures (whether for cash or other consideration); or
7.4.2 not being the registered holder, he is entitled to exercise any right conferred by the holding of those shares or debentures or is entitled to control the exercise of any such right.
7.5 A person shall be deemed to be interested in shares or debentures if a body corporate is interested in them and:-
7.5.1 that body corporate or its directors are accustomed to act in accordance with such person’s directions or instructions; or
7.5.2 he is entitled to exercise or control the exercise of one third or more of the voting power at general meetings of that body corporate.
7.6 Where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of a body corporate and that body corporate is entitled to exercise or control the exercise of any of the voting power at general meetings of another body corporate (the “relevant voting power”), then, for the purposes of this Code, the relevant voting power shall be taken to be exercisable by that person.
7.7 A person shall be deemed to be interested in shares or debentures if, otherwise than by virtue of having an interest under trust:-
7.7.1 he has a right (whether absolutely or conditionally) to call for delivery of the shares or debentures to himself or to his order; or
7.7.2 he has a right (whether absolutely or conditionally) to acquire an interest in shares or debentures or is under an obligation to take an interest in shares or debentures.
7.8 Where a person is not the registered holder of shares or debentures, he may nevertheless be deemed to be entitled to exercise or control the exercise of any right conferred by the holding of such shares or debentures, if he has a right (whether absolute or conditionally) which, if exercised, would make him so entitled or he is under an obligation (whether absolutely or conditionally) which, if fulfilled, would make him so entitled.
7.9 A person who is not the registered holder of shares or debentures, shall not be taken to be interested in any such shares or debentures by reason only of the fact that he has been appointed a proxy to vote at a specified meeting of a company or any class of its members at any adjournment of that meeting or has been appointed by a body corporate to act as its representative at any meeting of a company or any class of its members.
7.10 Where persons have a joint interest, each of them shall be deemed to have that interest.

8.Interests To Be Disregarded:-

8.1 The following interests shall be disregarded for the purposes of this Code:-
8.1.1 an interest of a person subsisting by virtue of his holding units in a unit trust, as that expression is used in either the Unit Trust Act, 1972 or the Capital Gains Tax Act, 1975 (as amended from time to time);
8.1.2 an interest of a person subsisting by virtue of his holding units in an undertaking for collective investment in transferable securities as defined in the European Communities (Undertakings for Collective Investments in Transferable Securities) Regulation, 1989 (S.I. No. 78 of 1989 as amended);
8.1.3 an interest of a person subsisting by virtue of a scheme made under section 46 of the Charities Act, 1961 as amended;
8.1.4 an interest for the life of a person arising under an irrevocable settlement of property which comprises shares or debentures and the settlor has no interest in any income arising under the settlement;
8.1.5 an interest in shares or debentures held by a member of a recognised stock exchange carrying on business as a stock broker which is held by way of security only for the purposes of a transaction entered into by the person or body concerned in the ordinary course of business of such person or body.

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