Final Results

Greencore Group PLC
29 November 2001



Greencore Group

preliminary statement

of the results for the year ended
28 September 2001

Greencore, the European convenience
food and ingredients Group


Financial Highlights
year ended 28 September 2001


*        Turnover up from Euro906m to Euro1,799m.

*        Operating profit before goodwill and exceptional items up from Euro
         80.2m to Euro116.2m.

*        Adjusted earnings per share 30.4c (2000: 34.0c)

*        Final dividend 8.25c (2000: 8.25c).

*        Total dividend 12.63c (2000: 12.63c).

*        Good progress on restructuring and integration of Hazlewood.

*        First time contribution from Hazlewood in line with expectations.

*        Reduction in debt of Euro151m since half year.


Preliminary Statement of Results
year ended 28 September 2001


Results

Sales for the year doubled from Euro906m to Euro1,799m with most of the
increase coming from the acquisition of Hazlewood. Sales from continuing
activities excluding acquisitions increased by 5% to Euro931m. Adjusted for
the extra trading week in the previous year, the sales increase from
continuing activities was 7%. Operating profit before goodwill amortisation,
exceptional items and associates increased by 45% to Euro116.2m. Adjusted
earnings per share to eliminate exceptional charges and amortisation of
goodwill and finance facility costs were 30.4c (2000: 34.0c). A final dividend
of 8.253298c (2000: 8.253298c) is proposed, making a total for the year of
12.633894c which is unchanged from the total dividend for 2000.



Acquisition of Hazlewood Foods

The major event in the year was the acquisition of Hazlewood Foods plc which
was completed on 9 January 2001.

Greencore is now a significant European convenience food and ingredients
group. The combination of Greencore and Hazlewood has a very strong strategic,
operational and financial rationale. It gives the Group significantly larger
scale in growth markets; it provides an excellent blend of Greencore's proven
management, operational and rationalisation skills with Hazlewood's strong
product innovation, customer relationship and sales and marketing skills; it
provides the opportunity for synergies and the foundation for a higher future
earnings growth profile.

Substantial progress has been made in dealing with the restructuring and
integration issues identified by Greencore prior to acquisition.

Loss making operations have either been sold (the FH Lee paper business, the
Rowan ready-meals operation and, since the year-end, Hillier's pastry
business) or closed (Dunstable frozen ready-meals). Additionally, non-core
Hazlewood businesses have been sold including two horticultural business (VHB
and Hectare), the Dutch waffle business (Wafel Janssen), three Dutch and U.K.
fish operations (Diepvries Monnickendam, Sterk and Sterk U.K.) and the Dutch
frozen snacks business (Advang). From the former Greencore Group, the Irish
edible fats business (James Daly) was sold and the loss-making U.K.
agricultural machinery distributor (Armer Machinery) exited. Other smaller
activities of the combined Group have also been terminated. Beneficial results
of all this activity include much improved focus, the elimination of
loss-making activities and the realisation of approximately Euro100m of
proceeds that have been used to pay down debt.

Work on the significant re-organisation and restructuring programme of the
enlarged Group is well advanced with the major elements including the
rationalisation of our diverse Group ambient sauces and pickles operations
into the Selby plant, rationalisation of the Forrester topped pizza plant into
the new Deeside plant which is nearing completion, the introduction of a new
streamlined divisional structure and the closure of the former Hazlewood Head
Office at Derby together with other Group organisational changes.



Review of Operations

The acquisition of Hazlewood, together with the consequent restructuring and
management changes, required a revision of the segmental analysis of the
Group's sales and operating profit. The sectors now comprise Ingredients,
which includes sugar as well as the flour, malt and edible oils operations
previously included in Greencore's Food and Ingredients sector; Chilled and
Frozen, which includes the pizza and frozen savoury and frozen desserts
business previously included in Food and Ingredients together with the chilled
and frozen businesses of Hazlewood; Ambient Grocery, which includes the baked
goods, dried soups and sauces and ambient bottled sauces businesses previously
included in Food and Ingredients together with the relevant Hazlewood
operations; and Agribusiness which remains unchanged. Prior periods have been
restated to reflect these changes.



Ingredients

Operating profit declined by Euro5.4m to Euro45.1m on turnover down by 1% to
Euro475m. Sugar profitability showed a reduction as a result of reduced E.U.
quota and inflationary cost increases, partially offset by increased
efficiency including the benefits from capital expenditure projects. In malt,
profitability showed a good increase in U.K. and continental European
operations but a decline in Ireland where shipments were down by 5% as a
result of timing issues. Edible oils continued to perform well while the Irish
flour business showed a further decline as a result of difficult markets in
the bakers and industrial segments and despite very strong progress in its
export oatmeal operations.



Chilled and Frozen

Operating profit before goodwill amortisation and exceptional items increased
from Euro5.1m to Euro31.9m on sales up from Euro56m to Euro674m. These figures
include a profit of Euro3.4m (prior year loss of Euro0.4m) on sales of Euro
126m (prior year Euro10m) in respect of discontinued operations relating
principally to the sale of the Dutch and U.K. fish businesses, the Dutch
frozen snack business and, shortly after the year-end, the U.K. chilled pastry
business.

Our sandwich businesses showed excellent growth and the year included the
successful final commissioning of the major new facility at Manton Wood.
Chilled sauces also continued its successful growth record aided by an
extensive new product development programme in this fast expanding sector of
the market. In U.K. chilled pizza, progress was impeded by the requirement for
new capacity as well as the substantial ongoing re-organisation and
rationalisation programme. This includes the construction of a significant
topped pizza facility at Deeside in North Wales which is scheduled to come on
stream in the first half of the current financial year. Dutch pizza and
sandwiches performed satisfactorily in a market which is still at an early
stage of development while continental meat performance was adversely
influenced by the effects of the Foot and Mouth disease outbreak during the
year. In ready meals, substantial progress has been made in repositioning and
strengthening the Group's product range.



Ambient Grocery

Sales increased from Euro225m to Euro500m while operating profit before
goodwill amortisation and exceptional items increased from Euro14.3m to Euro
31.2m (inclusive of a profit of Euro7.4m in discontinued operations). The
overall contribution from the acquired Hazlewood businesses was good despite
the lengthy delay in fully commissioning the major new Hull speciality and
celebration cake bakery and the adverse market consequences arising from the
pre-acquisition flood at the Selby bottled sauces and pickles plant. A good
contribution was achieved from mineral water.

The dried soups and sauces businesses in both Ireland and the U.K. showed
encouraging progress. In U.K. baked goods, profit showed a substantial decline
on the prior period as a result of the very difficult U.K. value bread market
combined with the partially unrecovered additional costs associated with the
significant market change towards distribution to stores and away from central
distribution. Our bread operations are amongst the most efficient in the U.K..
The business has an excellent track record over the last nine years and is in
a strong position to benefit from the likely improvement in market conditions.



Agribusiness

Operating profit showed a decline of Euro2.2m from Euro10.2m to Euro8m with
Euro1.1m of the reduction relating to the discontinued operations of the U.K.
agricultural machinery business. Sales increased by 2% to Euro149m.



Associates

Share of profit of associates, net of share of interest payable and goodwill
amortisation, declined from Euro6.6m to Euro1.7m with Euro3.3m of the decrease
relating to Imperial Sugar which is no longer an associate and Euro1.6m
relating to losses at a Hazlewood associate which has been exited.



Finance

Net interest payable increased from Euro15.3m to Euro53.4m as a result of the
acquisition of Hazlewood at a cost of Euro439m (inclusive of acquisition costs
and finance fees) together with net borrowings acquired of Euro257m. Net debt
increased from Euro198m at last year-end to Euro723m as a result of the
Hazlewood acquisition. Net debt has been reduced by Euro151m since the
half-year as a result of further progress in our disposal programme and the
continuing strong cash flow of the Group. Goodwill arising on the Hazlewood
transaction amounted to approximately Euro325m. Of this amount, approximately
Euro150m related to gross fair value fixed asset impairments (net
approximately Euro130m) of which approximately Euro135m related to operations
subsequently sold or terminated.

The exceptional cost within operating profit of Euro2.2m principally relates
to the start-up costs of the new sandwich and cake facilities. The
re-organisation and restructuring charge of Euro31.4m relates to the costs of
a fundamental re-organisation of the Group covering ambient sauces, pickles,
pizza, ready-meals and other operations together with the re-positioning of
certain Group businesses and the restructuring of divisional and other
operations. Capital expenditure in the period increased from Euro34m to Euro
84m with Euro42m of this relating to Hazlewood where the major new facilities
in sandwiches and cakes were completed in the year. Earnings per share,
adjusted to eliminate exceptional items (net of tax), goodwill and
amortisation of finance facility issue costs, were 30.4c.



Current Trading and Outlook

Overall, much has been achieved in re-positioning the Group in the current
year to obtain a better balance between the faster growth convenience food
businesses and the lower growth but cash generative ingredients operations.
Substantial progress has been made in realising the benefits of the Hazlewood
acquisition and in refocusing the Group's activities. The disposal programme
is proceeding in line with our stated time-table. We are confident of reaching
our targeted synergy benefits of over Stg£7m per annum by the end of the
second full year following the acquisition. However, more work still remains
to be done to realise all of the opportunities created by the acquisition of
Hazlewood.

In Ingredients, an improved performance in the Irish flour business is
anticipated as a result of action taken to increase throughput and efficiency
and the outlook for malt is for further progress aided by a new supply
agreement with Interbrew. In sugar, the E.U. has agreed the renewal of the
sugar regime to the 1 July 2006 in broadly its previous form other than the
removal of the storage equalisation scheme. The current sugar processing
campaign has been interrupted by a dispute with growers' representatives on
the price of beet. We remain hopeful that this impasse can be resolved by
reference to an independent benchmarking process whereby both Irish Sugar and
its growers can be assured of a fair and competitive price for beet both for
this and future years.

In Chilled and Frozen Foods, the outlook continues to be very good with the
Group enjoying strong market positions in fast growth areas of the convenience
foods market principally in sandwiches, chilled pizzas, quiches, sauces and
ready-meals. In chilled pizza, there will be disruption costs arising from the
commissioning of a Stg£12m new topped pizza facility which will incorporate
the previous Forrester operations at Bedford which is being closed on a phased
basis. This new facility is currently in the final stages of construction.

In Ambient Foods, trading continues to be very satisfactory in dried soups,
sauces and water. The ambient sauces and pickles operation continues to be
adversely impacted by business lost as a consequence of the Selby flood and
also the ongoing rationalisation programme while, in cakes, improved returns
from the new facility are targeted. In U.K. value bread, some progress has
been made by the industry in obtaining price increases to cover increased
flour costs arising from the 2001 milling wheat harvest but much still remains
to be done to improve market conditions and industry structure and Rathbones
will be active in this respect.

We have made substantial progress in the task of maximising the benefits and
opportunities now available to Greencore and further progress will be made
during the coming year. While much work remains to be concluded, we are
confident of successfully progressing our strategic, operational and financial
aims.


A.D. Barry,

Chairman. 29 November, 2001






Consolidated Profit and Loss Account
year ended 28 September 2001

                   2001         2001       2001         2001      2001     2000
       Notes Continuing Acquisitions      Total Discontinued     Total    Total
             Operations              Continuing   Operations
               Euro'000     Euro'000   Euro'000     Euro'000  Euro'000 Euro'000

Turnover   1    931,249      655,883  1,587,132      211,442  1,798,574 905,933

Operating  1     62,058       44,801    106,859        9,380   116,239   80,165
profit before
goodwill
amortisation
and exceptional
items

Goodwill        (1,874)     (11,722)   (13,596)            -  (13,596)    (844)
amortisation

Exceptional 2        -       (2,214)    (2,214)            -   (2,214)       -
item                  

Operating       60,184       30,865     91,049        9,380   100,429   79,321
profit

Share of         3,304             -     3,304       (1,605)    1,699   10,962
operating
profit of
associated
undertakings
before goodwill
amortisation

Goodwill             -             -         -            -         -     (170)
amortisation of
associates

Share of         3,304             -     3,304       (1,605)    1,699   10,792
operating
profit/(loss)
of associates

                63,488        30,865    94,353        7,775   102,128   90,113

Exceptional items:

Losses less 3                                      (13,479)  (13,479)        -
gains on sale
or termination
of operations

Fundamental 3                         (25,618)      (5,748)  (31,366)        -
re-organisation
and restructuring

Profit on sale                              -            -         -     7,260
of property

Write-off of 3                              -            -         -  (32,120)
associate investment

Goodwill     3                              -            -         -  (38,822)
reinstatement
of associate
investment

Profit/(loss)                          68,735      (11,452)   57,283   26,791
on ordinary activities
before interest

Interest                                                       4,316    4,370
receivable and
similar income

Interest                                                    (57,668) (19,624)
payable and
similar charges

Amortisation of                                              (1,860)        -
issue costs of
finance
facility

Share of
interest
receivable/
(payable) -  
associates                                                        9   (4,288)

Profit on                                                     2,080    7,309
ordinary activities
before taxation

Taxation on                                                   6,426    6,499
profit on
ordinary
activities

(loss)/profit                                                (4,346)     810
on ordinary
activities
after taxation

Minority                                                      1,370    1,679
interests

Loss                                                         (5,716)    (869)
attributable to
Group Shareholders

Dividends 4                                                   23,664   23,617
Retained loss                                               (29,380) (24,486)

Adjusted  5
earnings per
ordinary share

Basic                                                          30.4c    34.0c
Fully diluted                                                  30.3c    33.9c
Loss per  5
ordinary share

Basic                                                          (3.1c)   (0.5c)
Fully diluted                                                  (3.0c)   (0.5c)



Consolidated Balance Sheet
at 28 September 2001

                                                           2001           2000
                                                       Euro'000       Euro'000

Fixed assets

Intangible assets                                       343,774         32,781
Tangible assets                                         693,872        387,659
Financial assets                                          9,466          8,902
                                                      1,047,112        429,342
Current assets

Stocks                                                  238,337        180,090
Debtors                                                 304,109        159,682
Cash and bank balances                                  253,421        134,977
                                                        795,867        474,749

Creditors

Amounts falling due within one year                     712,686        257,103

Net current assets                                       83,181        217,646


Total assets less current liabilities                 1,130,293        646,988


Creditors

Amounts falling due after more than one year            801,648        306,390
Provisions for liabilities and charges                   54,091         37,195
Development grants                                        1,536          2,057
                                                        857,275        345,642
Net assets                                              273,018        301,346



Capital and reserves

Called up share capital                                 120,991        120,880
Capital conversion reserve fund                             934            934
Share premium account                                    84,684         84,488
Profit and loss                                          61,361         90,096
Shareholders' funds - equity interests                  267,970        296,398

Minority interests - equity interests                     5,048          4,948
                                                        273,018        301,346



Consolidated Cash Flow Statement
half year ended 28 September 2001


                                                                 2001      2000
                                                             Euro'000  Euro'000

Operating activities

Operating profit                                             100,429    80,165
Non cash items
- depreciation                                                56,313    30,590
- amortisation                                                13,055       384
- other (including translation differences)                    8,790   (12,733)
Changes in working capital                                    40,803   (32,451)

Cash flow from operating activities                          219,390    65,955
Dividends from associates                                      1,654      3,664

Returns on investments and servicing of finance              (27,256)  (17,020)
Taxation                                                      (6,374)
                                                                        (4,796)
Capital expenditure (net)                                    (69,681)  (29,120)
Acquisition less disposal of subsidiary and                 (355,562)  (18,139)
associated undertakings
Overdraft less cash acquired on acquisitions/                 (5,353)   (1,125)
disposals
Equity dividends paid                                        (23,629)  (22,892)

Cash outflow before use of liquid resources and             (266,811)  (23,473)
financing
Management of liquid resources                               (46,749)  (13,288)
Financing                                                    396,587     41,978

Increase in cash in the period                                83,027     5,217

Increase in cash in the period                                83,027     5,217
Cash flow from increase in debt and lease financing         (396,281)  (41,656)
Cash flow from increase in liquid resources                   46,749    13,288

Change in net debt resulting from cash flow                 (266,505)  (23,151)
Loans and finance leases acquired with subsidiaries         (262,291)   (6,520)
Finance leases                                                                -
                                                              (2,594)
Loan notes                                                       439   (10,055)
Translation differences                                        5,918    (6,709)

Movement in net debt in period                              (525,033)  (46,435)
Net debt at 30 September 2000                               (197,605) (151,170)

Net debt at 28 September 2001                               (722,638) (197,605)





Statement of Total Recognised Gains and Losses
Year ended 28 September 2001

                                                              2001         2000
                                                          Euro'000     Euro'000

Loss for year attributable to Group shareholders

Exchange adjustments                                       (5,716)        (869)
Total recognised losses for the year                         (170)      (3,932)
                                                           (5,886)      (4,801)


The financial information for the year ended 29 September 2000 has been
extracted from audited accounts on which the auditors issued an unqualified
opinion and which have been delivered to the Registrar of Companies.




Notes to the Financial Statements

year ended 28 September 2001


1. Analysis of Results           2001                            2000
              Turnover    Operating Profit     Turnover    Operating Profit
                               Pre        Post                  Pre        Post
                        Goodwill &  Goodwill &           Goodwill &  Goodwill &
                       Exceptional Exceptional          Exceptional Exceptional
              Euro'000    Euro'000    Euro'000 Euro'000    Euro'000    Euro'000

By activity
Continuing
Operations:
Ingredients    474,858      45,128      45,128  478,422      50,528      50,528
Chilled &      548,203      28,554      19,945   45,770       5,564       5,607
Frozen
Ambient        421,045      23,841      16,662  224,987      14,274      13,412
Grocery
Agribusiness   143,026       9,336       9,314  138,033      10,510      10,485

             1,587,132     106,859      91,049  887,212      80,876      80,032

Discontinued
Operations

Ingredients          -           -           -        -           -           -
Chilled &      126,159      3,376       3,376     9,774       (419)       (419)
Frozen
Ambient         78,814      7,384       7,384         -           -           -
Grocery
Agribusiness     6,469     (1,380)     (1,380)    8,947       (292)       (292)

               211,442       9,380       9,380   18,721       (711)       (711)

Total -      1,798,574    116,239     100,429   905,933     80,165      79,321
Subsidiaries

Associated
Undertakings:
Continuing      83,851      3,304       3,304    89,326      3,434       3,434
Operations
Discontinued     4,825     (1,605)     (1,605)  134,211      7,528       7,358
Operations

Total -         88,676      1,699       1,699   223,537     10,962       10,792
Associates

Total                                 102,128                           90,113




Notes to the Financial Statements continued

year ended 28 September 2001


1. Analysis of Results            2001                           2000
   continued
              Turnover    Operating Profit     Turnover    Operating Profit
                               Pre        Post                  Pre        Post
                        Goodwill &  Goodwill &           Goodwill &  Goodwill &
                       Exceptional Exceptional          Exceptional Exceptional
              Euro'000    Euro'000    Euro'000 Euro'000    Euro'000    Euro'000

By Geographical Market
Results by origin:
Continuing Operations:

Republic of    462,507      44,935      44,930  457,544     59,636      59,626
Ireland
United       1,124,625      61,924      46,119  429,668     21,240      20,406
Kingdom &
Rest of
World
             1,587,132     106,859      91,049  887,212      80,876     80,032

Discontinued Operations

Republic of      6,693           4           4    6,744        (23)        (23)
Ireland
United         204,749       9,376       9,376   11,977       (688)       (688)
Kingdom &
Rest of
World
               211,442       9,380       9,380   18,721       (711)       (711)

Total        1,798,574     116,239     100,429  905,933     80,165      79,321


Turnover by destination

Continuing Operations

Republic of    452,709                          416,464
Ireland
United       1,134,423                          470,748
Kingdom &
Rest of
World
             1,587,132                          887,212

Discontinued Operations

Republic of      5,897                            5,998
Ireland
United         205,545                           12,723
Kingdom &
Rest of
World
               211,442                           18,721

Total        1,798,574                          905,933


Segmental figures for the year to 29 September 2000 have been restated to
reflect the changes in the structure of the Group following the acquisition of
Hazlewood Foods plc.

As required by FRS2, the results exclude certain acquired subsidiaries held
exclusively for resale, principally FH Lee and Rowan (both disposed of) and 
P.K..



Notes to the Financial Statements
year ended 28 September 2001


2. The exceptional charge of Euro2.214m principally relates to start-up costs
of two major plants commissioned in the period.



3. The exceptional charges relate to costs of Euro31.366m in respect of a
fundamental re-organisation and restructuring of the Group's operations
following the acquisition of Hazlewood Foods plc together with the related
losses less gains on sale or termination of operations of Euro13.479m.   The
exceptional items in 2000 relate to a profit on the disposal of property of
Euro7.62m and write-off of an investment in an associate company, Imperial
Sugar, of Euro32.12m together with the reinstatement of goodwill previously
written off directly against reserves of Euro38.822m.



4. The proposed final dividend per share of 8.253298c (2000: 8.253298c) is
payable on 11 February 2002 to shareholders on the Register of Members as at 7
December 2001.   An interim dividend of 4.380596c (2000: 4.380596c) was paid
in July 2001.



5. The calculation of adjusted earnings per share is after elimination of the
exceptional charges of Euro47.059m (tax relief nil), goodwill amortisation of
Euro13.596m (tax relief nil) and amortisation of acquisition finance facility
costs of Euro1.860m (tax relief nil).   The calculation of adjusted earnings
per share in 2000 is after elimination of the exceptional charges of Euro
63.32m (tax relief nil) and goodwill amortisation of Euro1.014m (tax relief
nil).   The calculation of earnings per share is based on a loss of Euro5.716m
(2000:  loss of Euro0.869m) and on 187.1 million ordinary shares (2000: 186.9
million) being the weighted average number of ordinary shares in issue during
the period.   The calculations of earnings per share exclude 4.9m treasury
shares arising from the share repurchase programme.



6. The year 2001 comprised 52 weeks (2000:  53 weeks).



7. The foregoing accounts are prepared on the basis of the accounting policies
set out in the 2000 Annual Report.



8. The preliminary statement is being sent to all registered shareholders.
Copies are also available from the Company's registered office at St.
Stephen's Green House, Earlsfort Terrace, Dublin 2 and from the Registrar of
the Company, Computershare Investor Services (Ireland) Limited, Heron House,
Corrig Road, Sandyford Industrial Estate, Dublin 18. The Annual Report and
Accounts will be circulated to shareholders in January 2002 prior to the
Annual General Meeting to be held on 7 February 2002 in Jurys Hotel,
Ballsbridge, Dublin 4.



By order of the Board, B.J. Power, Company Secretary, 29 November 2001.



Greencore Group plc, St. Stephen's Green House, Earlsfort Terrace, Dublin 2.