Greencore : Rules of the Greencore Group plc 2023 Restricted Share Plan

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RULES

OF

THE GREENCORE GROUP PLC 2023 RESTRICTED SHARE PLAN

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Adopted by the directors on 24 November 2022

Approved by shareholders on [26 January 2023]

GR059/700/AC#44444671.6

	TABLE OF CONTENTS
1.	INTRODUCTION	1
2.	GRANT OF AWARDS	4
3.	LIMITS ON NUMBER OF PLAN SHARES PLACED UNDER AWARD	7
5.	PERFORMANCE CONDITIONS	8
6.	VESTING OF AWARDS	8
7.	VESTING OF AWARDS IN SPECIAL CIRCUMSTANCES	9

8. TAKEOVER, RECONSTRUCTION, AMALGAMATION, MERGER,

	DEMERGER, WINDING UP OF COMPANY, EMPLOYER LEAVING THE
	GROUP OR OTHER EXCEPTIONAL EVENT	11
9.	EXCHANGE OF AWARDS ON TAKEOVER OF COMPANY	14
10.	ADJUSTMENT OF AWARDS ON REORGANISATION	14
11.	LAPSE OF AWARDS	14
12.	RIGHTS ATTACHING TO PLAN SHARES	15
13.	WITHHOLDING TAX AND SOCIAL SECURITY CONTRIBUTIONS	16
14.	RELATIONSHIP OF PLAN TO CONTRACT OF EMPLOYMENT	17
15.	ADMINISTRATION OF PLAN	18
16.	MALUS OR CLAWBACK	18
17.	AMENDMENT OF PLAN	22
18.	DATA PROTECTION	23
19.	NOTICES	24
20.	SEVERABILITY	25
21.	GOVERNING LAW	25
22.	ARBITRATION	25

GR059/700/AC#44444671.6

RULES OF THE GREENCORE GROUP PLC

2023 RESTRICTED SHARE PLAN

1. INTRODUCTION

1.1 Purpose of Plan

The purpose of this Plan is to facilitate the incentivisation, recruitment and/or retention of below-Board employees of the Company and its Subsidiaries.

1.2 Interpretation

In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings:

Accounting Period	any period in respect of which the Company prepares an
	annual report and audited financial statements;
Acquiring Company	a company which obtains Control of the Company in the
	circumstances referred to in rule 9.1;
Acting in Concert	the meaning given to that expression in section 1 of the Irish
	Takeover Panel Act 1997 (as amended by Regulation 8 of the
	European Communities (Takeover Bids (Directive
	2004/25/EC)) Regulations 2006) in its present form or as
	amended from time to time;
Adoption Date	[26 January 2023];
Award	a conditional share award granted in accordance with these
	rules;
Award Notification	the certificate or Electronic Communication issued in respect
	of the grant of an Award under rule 2.4;
Award Holder	an individual who holds an Award or, where the context
	permits, his legal personal representatives;
Base Salary	in relation to an Eligible Employee, his base remuneration
	(excluding bonuses, pensions contributions, commissions and
	benefits in kind) from the Group expressed as an annual rate
	as at the Date of Grant;
Company	Greencore Group plc incorporated in Ireland under company
	number 170116;
Control	the meaning given to that word by section 432 of TCA 1997;
Date of Grant	the date on which an Award is granted to an Eligible Employee
	determined in accordance with rule 2.4;
Eligible Employee	subject to rule 2.2, a person who is or is shortly to become an
	employee of any company within the Group and who is not a
	director of the Company;

1

Electronic	has the same meaning given to those words in the Electronic
Communication	Commerce Act 2000 and in addition includes in the case of
	notices or documents issued on behalf of the Company, such
	document being made available or displayed on a website of
	the Company or such other website as may be designated by
	the Remuneration Committee for the purpose of this Plan;
Employee Share Scheme	any employee share scheme of the Company which satisfies
	an incentive based award or option through the issue of new
	shares;
Executive Share Plan	any discretionary employee share plan adopted by the
	Company which is not an all employee share plan in which
	participation is offered on similar terms to all or substantially
	all employees of the Company or any of its subsidiaries whose
	employees are eligible to participate in the arrangement
	(provided that all or substantially all employees are not
	directors of the Company);
Existing Shares	Plan Shares which are in issue before the Vesting of an Award
	and which are to be used to satisfy such Vesting;
Group	the Company and its Subsidiaries from time to time and
	"Group Member" shall mean any of them;
LSE	the stock exchange operated by The London Stock Exchange
	plc on which the Company has its primary listing or any
	successor body to such exchange;
Malus or Clawback	means the discretion conferred on the Remuneration
	Committee to decide that the Vesting of an Award granted
	under this Plan or any other benefit conferred under this Plan
	or any other incentive plan is to be reduced or forfeited in the
	manner provided for in rule 16;
Market Value	the average over the three trading days immediately preceding
	the relevant date of the middle market quotation of a Plan
	Share (being the average of the best buying and selling prices
	quoted at the close of the market on each of those three trading
	days, as derived from the data published by the LSE) except
	that if any such dealing day is within a Proscribed Period, the
	mean shall be determined only from the price on those three
	dealing days which are not within the Proscribed Period;
New Award	an award granted by way of exchange under rule 9.1;
New Plan Shares	the shares subject to a New Award referred to in rule 9;
Performance Conditions	any performance condition or conditions which may apply to
	the Vesting of an Award;
Performance Period	the period or periods determined by the Remuneration
	Committee over which the Performance Condition, if any, are
	measured;

2

Plan	the Greencore Group plc 2023 Restricted Share Plan in its
	present form or as amended from time to time;
Plan Shares	fully paid ordinary shares in the capital of the Company;
Proscribed Period	any period as determined by the Secretary of the Company
	after taking account of all legal and regulatory requirements
	which restrict dealings in the Company's shares provided
	however that each Award Holder shall be required to assume
	that such a Proscribed Period is in force at a given time until
	he has complied with the Company's share dealing rules and
	has been notified by the Secretary of the Company that he is
	free to deal;
Remuneration Committee	the remuneration committee or some other duly authorised
	committee of the Board of Directors of the Company;
Reorganisation	any variation in the share capital of the Company, including
	but without limitation a capitalisation issue, rights issue and a
	sub division, consolidation or reduction in the capital of the
	Company;
Subsidiary	the meaning given to that word in section 7 of the Companies
	Act 2014;
Tax Liability	any tax, levy or social security contributions liability in
	connection with an Award for which the Award Holder is
	liable (or in the opinion of the Remuneration Committee is
	believed to be liable) and for which any Group Member or
	former Group Member is or may be obliged to account to any
	relevant authority;
TCA 1997	Taxes Consolidation Act 1997;
Trustee	the trustee or trustees of the Greencore Employee Benefit
	Trust (No. 3 Trust) or such other employee benefit trust as the
	Company or any other member of the Group may establish to
	act in substitution or in addition therefore;
Vest	an Award Holder becoming absolutely entitled to Plan Shares
	the subject of an Award in accordance with the terms set out
	in the Award Notification and the terms "Vesting", "Vested"
	and "Vests" shall be construed accordingly; and
Vesting Period	the period or periods from the Date of Grant to the relevant
	Vesting date or dates specified in the Award Notification
	under rule 2.5(a)(iii).

1.3 In the Plan, unless otherwise specified,

1. the contents and rule headings are inserted for ease of reference only and do not affect their interpretation;
2. a reference to a rule is a reference to a rule of the Plan;

3