6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

FORM 6-K

_______________________________________________

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 _______________________________________________

For the month of July 2021

Commission File Number: 001-37669

_______________________________________________

Nomad Foods Limited

(Translation of registrant’s name in English)

_______________________________________________

No. 1 New Square

Bedfont Lakes Business Park

Feltham, Middlesex TW14 8HA

+ (44) 208 918 3200

(Address of Principal Executive Offices)

_______________________________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x           Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Except as specifically stated herein, this Form 6-K is incorporated by reference into the registration statements filed by Nomad Foods Limited (the “Company”) on (i) Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2016 (File No. 333-211095), (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044) and (iii) Form F-3 filed with the Commission on June 4, 2018, which was automatically effective upon filing with the Commission (File No. 333-225402). The Company is also filing and incorporating by reference into the Form F-3s, the documents set forth in Exhibits 99.1 and 99.2 of the following Exhibit Index.

On June 24, 2021, the Company entered into an Indenture (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of July 9, 2021 (the “Supplemental Indenture” together with the Base Indenture, the “Indenture”) by and among the Company, Nomad Foods BondCo Plc, an indirect, wholly-owned subsidiary of the Company (the “Issuer”), the Company’s direct and indirect subsidiaries named as guarantors therein (together with the Company, the “Guarantors”), Deutsche Trustee Company Limited, as trustee thereunder and the other parties named therein, pursuant to which the Issuer issued €50.0 million aggregate principal amount of 2.50% senior secured notes due 2028 (the “Additional Notes”). The Additional Notes will mature on June 24, 2028 and form one series with the previously issued notes. Interest on the Notes shall accrue at the rate of 2.50% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2022. The Additional Notes are fully and unconditionally guaranteed on a senior basis by the Guarantors, subject to the limitations set forth in the Indenture. The Additional Notes contain customary covenants and events of default. The description of the Supplemental Indenture contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The net proceeds from the issuance of the Additional Notes (the “Tack-on Offering”) will be used for general corporate purposes.

On July 9, 2021 the Company issued a press release announcing the closing of the Tack-on Offering. A copy of the press release is furnished as Exhibit 99.2 to this Report on Form 6-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NOMAD FOODS LIMITED
By:	/s/ Stéfan Descheemaeker
Name:	Stéfan Descheemaeker
Title:	Chief Executive Officer

Dated: July 12, 2021

Exhibit Index

Exhibit Number	Exhibit Title
99.1	Supplemental Indenture, dated as of July 9, 2021 by and among the Company, the guarantors named therein and Deutsche Trustee Company Limited, as trustee.
99.2	Press Release issued by Nomad Foods Limited on July 9, 2021.

EX-99.1

Exhibit 99.1

SUPPLEMENTAL INDENTURE

THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY THEREOF OR ANY DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION THEREOF INCLUDING WRITTEN CONFIRMATIONS OR REFERENCES (THE “STAMP DUTY SENSITIVE DOCUMENTS”) INTO AUSTRIA MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY. THE SAME, INTER ALIA, APPLIES TO (I) THE SENDING OF STAMP DUTY SENSITIVE DOCUMENTS TO AN AUSTRIAN ADDRESSEE BY FAX, (II) THE SENDING OF ANY E-MAIL COMMUNICATION TO WHICH AN ELECTRONIC SCAN COPY (E.G., PDF OR TIF) OF A STAMP DUTY SENSITIVE DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE AND (III) THE SENDING OF ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO A STAMP DUTY SENSITIVE DOCUMENT TO AN AUSTRIAN ADDRESSEE. ACCORDINGLY, IN PARTICULAR, KEEP ANY STAMP DUTY SENSITIVE DOCUMENTS OUTSIDE OF AUSTRIA AND AVOID (A) SENDING STAMP DUTY SENSITIVE DOCUMENTS BY FAX TO AN AUSTRIAN ADDRESSEE, (B) SENDING ANY E-MAIL COMMUNICATION TO WHICH AN ELECTRONIC SCAN COPY OF A STAMP DUTY SENSITIVE DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE AND (C) SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO A STAMP DUTY SENSITIVE DOCUMENT TO AN AUSTRIAN ADDRESSEE.

SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”), dated as of July 9, 2021, between Nomad Foods BondCo Plc, a public limited company incorporated under the laws of the England and Wales, with its registered office at 5 New Square, Bedfont Lakes Business Park, Feltham, Middlesex, TW14 8HA, United Kingdom, as the issuer (the “Issuer”), Nomad Foods Limited (the “Parent Guarantor”), Iglo Austria Holding GmbH, Iglo Austria GmbH, Iglo Belgium SA/NV, Nomad Foods Europe Holdings Limited, Nomad Foods Europe Holdco Limited, Nomad Foods Europe Finco Limited, Nomad Foods Europe Midco Limited, Nomad Foods Europe Limited, Birds Eye Ireland Limited, Birds Eye Limited, Nomad Foods Europe IPco Limited, Nomad Foods Europe Finance Limited, Findus Finland Oy, iglo Holding GmbH, iglo GmbH, Frozen Fish International GmbH, Liberator German Newco GmbH, Nomad Foods Lux S.à r.l., Iglo Nederland B.V., Lion/Gem Norway 1 AS, Findus Norge Holding AS, Findus Norge AS, Findus España S.L.U., Findus Sverige Holdings AB, Findus Sverige AB, Frionor Sverige AB, Foodvest International AB, and Nomad Foods US LLC (together, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), Deutsche Trustee Company Limited, as trustee (the “Trustee”), Deutsche Bank AG, London Branch, as paying agent, Deutsche Bank Luxembourg S.A., as Luxembourg registrar and Transfer Agent, and Credit Suisse AG, London Branch, as security agent (the “Security Agent”).

W I T N E S S E T H

WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of June 24, 2021 providing for the issuance of the Issuer’s euro denominated 2.50% senior secured notes due 2028 (the “Original Notes”) and the Note Guarantees included therein;

WHEREAS, the Indenture provides that the Issuer may, subject to applicable law and the Indenture, issue Additional Notes (as defined in the Indenture);

WHEREAS, pursuant to Section 2.01 and Section 9.01 of the Indenture, the Issuer, the Guarantors, the Trustee and the Security Agent are authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, pursuant to Section 9.01(a) of the Indenture, the parties hereto wish to amend the Indenture and the Global Notes representing the Original Notes to cure an error in the record date stated therein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors, the Trustee and the Security Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. ADDITIONAL NOTES. The Issuer hereby issues on the date hereof €50.0 million in aggregate principal amount of additional notes (the “Additional Notes”) at an issue price of 100.750%, plus an amount equivalent to the interest that would have accrued on the Additional Notes if they had been issued on June 24, 2021 to (but excluding) the date hereof. Interest on the Additional Notes will accrue from

June 24, 2021. The Additional Notes shall be issuable in whole in the form of one or more permanent Global Notes, in the form and with such legends as provided in the Indenture, and shall be deposited with or on behalf of the Common Depositary.

3. CONFIRMATION OF NOTE GUARANTEE. Each of the Guarantors party hereto hereby confirms that its Note Guarantee provided in connection with the Original Notes is also given for the benefit of the Additional Notes, in conformity with the Indenture. The guarantee limitations set out in Section 10.7 (Limitations on Obligations of Guarantors) of the Indenture shall apply mutatis mutandis to this Supplemental Indenture.

4. CORRECTION OF ERROR IN FORM OF GLOBAL NOTES. The parties hereto confirm that a correction is made to the forms of Global Notes set forth in Exhibit A-2 (page A-2-4) of the Indenture, to provide that the Record Dates for the Original Notes shall be January 1 and July 1 of each year (instead of January 1 and January 15), as provided in the “Description of the Notes” section of the Offering Memorandum.

5. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE ADDITIONAL NOTES AND THE NOTE GUARANTEES.

6. Each of the parties hereto irrevocably agrees that any suit, action or proceeding arising out of, related to, or in connection with the Indenture, this Supplemental Indenture, the Notes, the Additional Notes and the Note Guarantees or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuer and each of the Guarantors has appointed TOMS Capital LLC, located at 450 W. 14th Street, New York, NY 10014, United States of America, as its authorized agent upon whom process may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon the Indenture, this Supplemental Indenture, the Notes, the Additional Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities laws (the “Authorized Agent”). The Issuer and each of the Guarantors expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer and any Guarantor.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.

10. Electronic Signatures. Each party understands and agrees that its electronic signature manifests its consent to be bound by all terms and conditions set forth in this Supplemental Indenture.

(Signature pages follow)

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: July 9, 2021

NOMAD FOODS LIMITED

By /s/ Samy Zekhout

Name: Samy Zekhout

Title: Director

NOMAD FOODS BONDCO PLC

By /s/ Samy Zekhout

Name: Samy Zekhout

Title: Director

NOMAD FOODS EUROPE HOLDINGS

LIMITED

By /s/ Samy Zekhout

Name: Samy Zekhout

Title: Director

NOMAD FOODS EUROPE HOLDCO

LIMITED

By /s/ Samy Zekhout

Name: Samy Zekhout

Title: Director

NOMAD FOODS EUROPE FINCO LIMITED

By /s/ Samy Zekhout

Name: Samy Zekhout

Title: Director

NOMAD FOODS EUROPE MIDCO LIMITED

By /s/ Samy Zekhout

Name: Samy Zekhout

Title: Director

NOMAD FOODS EUROPE LIMITED

By /s/ Samy Zekhout

Name: Samy Zekhout

Title: Director

NOMAD FOODS LUX S.À R.L. Société à

responsabilité limitée 9, rue de Bitbourg, L-1273

Luxembourg RCS Luxembourg B214174

By /s/ Yuliya Bay

Name: Yuliya Bay Title: Class B Manager and

Authorized Signatory

NOMAD FOODS US LLC

By /s/ Alejandro San Miguel

Name: Alejandro San Miguel

Title: Manager

BIRDS EYE LIMITED

By /s/ W. Hudson

Name: W. Hudson

Title: Director

NOMAD FOODS EUROPE IPCO LIMITED

By /s/ Samy Zekhout

Name: Samy Zekhout

Title: Director

NOMAD FOODS EUROPE FINANCE

LIMITED

By /s/ Samy Zekhout

Name: Samy Zekhout

Title: Director

BIRDS EYE IRELAND LIMITED

By /s/ Edward Marriott

Name: Edward Marriot

Title: Duly Authorized Attorney

IGLO HOLDING GMBH

By /s/ Antje Schubert

Name: Antje Schubert

Title: Managing Director

By /s/ Markus Mischko

Name: Markus Mischko

Title: Managing Director

LIBERATOR GERMAN NEWCO GMBH

By /s/ Antje Schubert

Name: Antje Schubert

Title: Managing Director

By /s/ Markus Mischko

Name: Markus Mischko

Title: Managing Director

FROZEN FISH INTERNATIONAL GMBH

By /s/ Antje Schubert

Name: Antje Schubert

Title: Managing Director

By /s/ Markus Mischko

Name: Markus Mischko

Title: Managing Director

IGLO GMBH

By /s/ Antje Schubert

Name: Antje Schubert

Title: Managing Director

By /s/ Markus Mischko

Name: Markus Mischko

Title: Managing Director

IGLO NEDERLAND B.V.

By /s/ Michael Acda

Name: Michael Acda

Title: General Manager

IGLO BELGIUM SA/NV

By /s/ Phillip Kluck

Name: Phillip Kluck

Title: Authorized Signatory

IGLO AUSTRIA HOLDING GMBH

By /s/ Markus Fahrnberger-Schweizer

Name: Markus Fahrnberger-Schweizer

Title: General Manager

By /s/ Angelika Backhausen

Name: Angelika Backhausen

Title: Finance and HR Director

IGLO AUSTRIA GMBH

By /s/ Markus Fahrnberger-Schweizer

Name: Markus Fahrnberger-Schweizer

Title: General Manager

By /s/ Angelika Backhausen

Name: Angelika Backhausen

Title: Finance and HR Director

FINDUS SVERIGE HOLDINGS AB

By /s/ Suzanne Lindstrom

Name: Suzanne Lindstrom

Title: Member of the Board

FINDUS SVERIGE AB

By /s/ Suzanne Lindstrom

Name: Suzanne Lindstrom

Title: Member of the Board

FINDUS ESPAÑA S.L.U.

By /s/ Mauro Gonazalez-Regueral Corredoira

Name: Mauro Gonazalez-Regueral Corredoira

Title: Directror

By /s/ Carlos Bruna Becerro

Name: Carlos Bruna Becerro

Title: Directror

FINDUS FINLAND OY

By /s/ W. Hudson

Name: W. Hudson

Title: Director

FRIONOR SVERIGE AB

By /s/ Suzanne Lindstrom

Name: Suzanne Lindstrom

Title: Member of the Board

FOODVEST INTERNATIONAL AB

By /s/ Suzanne Lindstrom

Name: Suzanne Lindstrom

Title: Member of the Board

LION/GEM NORWAY 1 AS

By /s/ W. Hudson

Name: W. Hudson

Title: Director

FINDUS NORGE HOLDING AS

By /s/ W. Hudson

Name: W. Hudson

Title: Director

FINDUS NORGE AS

By /s/ W. Hudson

Name: W. Hudson

Title: Director

DEUTSCHE TRUSTEE COMPANY LIMITED as

Trustee

by /s/ Paul Yetton

Name: Paul Yetton

Title: Associate Director

by /s/ David Contino

Name: David Contino

Title: Associate Director

DEUTSCHE BANK LUXEMBOURG S.A., as

Registrar and Transfer Agent

by /s/ Paul Yetton

Name: Paul Yetton

Title: Associate Director

by /s/ David Contino

Name: David Contino

Title: Associate Director

DEUTSCHE BANK AG, LONDON BRANCH, as

Paying Agent

by /s/ Paul Yetton

Name: Paul Yetton

Title: Associate Director

by /s/ David Contino

Name: David Contino

Title: Associate Director

Credit Suisse AG, London Branch, as Security Agent

by /s/ Melanie Harries

Name: Melanie Harries

Title: Assistant Vice President

by /s/ Ian Croft

Name: Ian Croft

Title: Vice President

EX-99.2

Exhibit 99.2

NOMAD FOODS ANNOUNCES CLOSING OF SENIOR SECURED TACK-ON NOTES OFFERING

Feltham, England— July 9, 2021. Nomad Foods Limited (“Nomad Foods” or the “Company”) today announces that Nomad Foods BondCo Plc (the “Issuer”), an indirect, wholly-owned subsidiary of the Company, has completed its private offering of €50.0 million aggregate principal amount of additional 2.50% senior secured notes due 2028 (the “AdditionalNotes”), representing a tack-on to its €750.0 million aggregate principal amount of senior secured notes due 2028 issued on June 24, 2021 (the “Offering”) and issued at a price of 100.75.

The net proceeds of the Offering will be used for general corporate purposes.

Samy Zekhout, Group CFO of Nomad stated: “We are really pleased to have been able to capitalize on the strong trading of our recent €750m Notes issuance to execute the €50m tack-on offering at market leading pricing, and in so doing be able to further strengthen our long term capital and liquidity position.”

The Additional Notes are guaranteed and secured on a senior basis by the Company and certain of its subsidiaries and form one series with the previously issued notes. They are expected to be admitted for trading on the Euro MTF market of the Luxembourg Stock Exchange on the date hereof.

About Nomad Foods

Nomad Foods (NYSE: NOMD) is Europe’s leading frozen food company. The Company’s portfolio of iconic brands, which includes Birds Eye, Findus, Iglo, Aunt Bessie’s and Goodfella’s, have been a part of consumers’ meals for generations, standing for great tasting food that is convenient, high quality and nutritious. Nomad Foods is headquartered in the United Kingdom. Additional information may be found at www.nomadfoods.com.

Nomad Foods Contacts

Investor Relations Contacts

Taposh Bari, CFA

Nomad Foods Limited

+1-718-290-7950

John Mills

ICR, Partner

+1-646-277-1254

Media Contact

Felipe Ucros

Gladstone Place Partners

+1-212-230-5930

Important Regulatory Notices

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

The Additional Notes and any related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from,

or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Additional Notes and any related guarantees are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act. The offer and sale of the Additional Notes will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) from the requirement to produce a prospectus for offers of securities. This announcement does not constitute an advertisement for purposes of the Prospectus Regulation.

Promotion of the Additional Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Additional Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FinancialPromotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Additional Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevantpersons”). The Additional Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.

In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any European Economic Area member state or in the United Kingdom, this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state or in the United Kingdom (as applicable) who are “qualified investors” within the meaning of the Prospectus Regulation (including, for the avoidance of doubt, as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018) and must not be acted on or relied on by other persons in that member state.

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Additional Notes has led to the conclusion that: (i) the target market for the Additional Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “EU MiFID II”); and (ii) all channels for distribution of the Additional Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Additional Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, and without prejudice to the obligations of the Issuer in accordance with EU MiFID II, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Additional Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Additional Notes has led to the conclusion that: (i) the target market for the Additional Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Additional Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Additional Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Additional Notes or otherwise making them available to retail investors in the EEA has been prepared. Offering or selling the Additional Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No

2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Additional Notes or otherwise making them available to retail investors in the United Kingdom has been prepared. Offering or selling the Additional Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

This announcement constitutes a public disclosure of inside information by Nomad Foods BondCo plc under Regulation (EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No 2016/1055 (10 June 2016). The person responsible for making this release on behalf of Nomad Foods Limited is Samy Zekhout, Chief Financial Officer.

Forward Looking Statements

This announcement contains “forward-looking statements” that are based on estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements are all statements other than statements of historical fact or statements in the present tense, and can be identified by words such as “targets”, “aims”, “aspires”, “assumes” “believes”, “estimates”, “anticipates”, “expects”, “intends”, “hopes”, “may”, “would”, “should”, “could”, “will”, “plans”, “predicts” and “potential”, as well as the negatives of these terms and other words of similar meaning. The forward-looking statements in this announcement, including expectations regarding the Company’s ability to consummate the Offering and the expected terms of the Offering, are made based upon the Company’s estimates, expectations and beliefs concerning future events affecting the Company and are subject to a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which it will operate, which may prove not to be accurate. The Company cautions that these forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in these forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements. Any forward-looking statements contained in this announcement apply only as at the date of this announcement and are not intended to give any assurance as to future results. The Company will update this announcement as required by applicable law, including the Prospectus Rules, the Listing Rules, the Disclosure and Transparency Rules, and any other applicable law or regulations, but otherwise expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.