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Bakkavor us shareholders are urged to consult with their own legal, tax and financial advisers in connection with making a decision regarding this transaction and regarding the tax consequences of the transaction applicable to them.

The competition and markets authority (cma) is investigating the anticipated acquisition by greencore group plc of bakkavor group plc. Accordingly, the bakkavor directors unanimously recommend that bakkavor shareholders vote or procure votes in favour of the scheme at the court meeting and the special resolution relating to the scheme to be proposed at the general meeting. Under the terms of the transaction, bakkavor shareholders will be entitled to (for each bakkavor share) 0.604 new greencore shares, 85 pence in cash and one contingent value right Cravath is representing greencore as u.s Counsel in connection with the transaction.

Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation, or may otherwise intend, to forward this circular to any jurisdiction outside the united kingdom and ireland should seek appropriate advice before taking any action.

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