FIRST QUARTER 2022 Earnings Results May 11, 2022 Disclaimer This Presentation has been prepared and issued by Nomad Foods Limited (the "Company"). This Presentation has been provided solely for information and background. The information in this Presentation is provided as at the date of the Presentation (unless stated otherwise). This Presentation does not constitute or form part of, and should not be construed as: (i) an offer, solicitation or invitation to subscribe for, sell or issue, underwrite or othe ...

Financial Data and Key Metrics Changes - Reported revenues for Q1 2022 were $733 million, an increase of 3.6% year-on-year, primarily driven by the inclusion of the newly acquired Adriatic business [11][33] - Organic revenue declined by 4.5%, reflecting difficult volume comparisons against the previous year's COVID lockdowns [12][14] - Adjusted gross margin was 27.9%, down 250 basis points year-on-year due to higher raw material costs and lower organic sales [12][35] - Adjusted EBITDA was $132 million, representing a 4% decline compared to the previous year [13][36] - Adjusted EPS was $0.43 per share, a 9% decline year-on-year, but still on track to meet the 2022 adjusted EPS guidance of $1.71 to $1.75 [13][45] Business Line Data and Key Metrics Changes - Positive revenue growth was attributed to the first-time inclusion of the Adriatic business and a small boost from currency, while organic sales faced a decline due to various challenges [14][35] - Sales losses in the U.K. were due to a poultry shortage and a pricing dispute with a major retail customer, but these issues have since been resolved [15][16] Market Data and Key Metrics Changes - Market share trends showed a 10 basis point increase across all markets, with a 60 basis point increase in the top four markets, which account for over 60% of sales [19] - The company is well hedged on input costs, with approximately 85% of raw materials hedged for 2022 [20] Company Strategy and Development Direction - The company is focusing on performance and delivery, driving retail execution, and refining the supply chain through targeted investments [10][30] - Plans to implement at least one more round of price increases in the second half of the year to offset inflationary pressures [17][39] - The integration of the Adriatic business is progressing well, with confidence in achieving synergy targets by 2024 [23] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the unprecedented geopolitical challenges posed by the war in Ukraine and rising input costs, but expressed confidence in the resilience of the business model [8][9] - The company expects sequentially improving financial performance throughout 2022, driven by pricing actions and a favorable mix from the Adriatic business [42][45] - Management remains optimistic about the long-term growth potential, despite current challenges [30][128] Other Important Information - The company repurchased nearly $27 million in shares during Q1 as part of a $500 million buyback program [24] - The company is committed to social responsibility and sustainability goals, including net carbon neutrality [30] Q&A Session Summary Question: Guidance on pricing waves - Management indicated that a third wave of pricing may be necessary if inflation continues to rise [48][49] Question: Competitive positioning in fish - Competitors are facing similar challenges regarding supply and pricing, and the company is moving quickly to address these issues [50][52] Question: Organic growth guidance confusion - Management clarified that there will be modest organic growth for the year, correcting previous statements [58] Question: Raw materials availability and risks - The company is actively working to diversify sourcing and reduce dependency on Russian fish, while also managing other raw material costs [68][70] Question: Capital allocation priorities - The company maintains an opportunistic approach to capital allocation, assessing all options including share repurchases and M&A [91][92] Question: Integration of Fortenova - The integration of Fortenova is progressing well, with strong performance expected in the summer selling season [101][106]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) | Commission file number 001-37669 | | --- | | Nomad Foods Limited | | (Exact Name of Registrant as Specified in Its Charter) | | British Virgin Islands | | (Jurisdiction of Incorporation or Organization) | | No. 1 New Square | | Bedfont Lakes Business Park | | Feltham, Middlesex TW14 8HA, United Kingdom | | (Address of Principal Executive Offices) | | Samy Zekhout | | No. 1 New Square | | Bedfont Lakes Business Par ...

Financial Data and Key Metrics Changes - Reported revenues for 2021 were $2.6 billion, an increase of 3.6% compared to 2020, and a 6% CAGR over two years [11] - Adjusted EBITDA was $487 million, representing a 4% growth year-on-year and a 6% CAGR compared to 2019 [13] - Adjusted EPS was $1.55 per share, reflecting a 15% growth versus last year and a two-year CAGR of 12% [13] - Free cash flow for the year was $232 million, with a conversion rate of 84% [32] Business Line Data and Key Metrics Changes - Organic revenues declined by 2.1% for the full year, but increased by 3.2% on a two-year CAGR basis [11][12] - The Green Cuisine segment grew by 31% during 2021, driven by product innovations [15] - Gross margin for the fourth quarter was 26.5%, a decline of 500 basis points year-on-year, attributed to inflationary pressures and promotional activity [29] Market Data and Key Metrics Changes - Market share for the year was down 20 basis points, but there was positive momentum with solid market share growth since May 2021 [28] - The European frozen food category saw a modest decline in 2021, but the company believes in a long-term shift towards frozen food consumption [14] Company Strategy and Development Direction - The company plans to invest significantly in business growth, targeting A&P increases and capital investments [19] - The M&A pipeline remains active, with a focus on consolidating frozen food across Europe [21] - Sustainability initiatives were highlighted, including achieving 100% renewable electricity in factories and joining the UN Race to Zero [22][23] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges of inflation and the need for phased price increases to recover costs [37] - The company expects a return to solid organic revenue growth in the low single-digit range for 2022 [36] - Management expressed confidence in achieving double-digit EPS growth for 2022, supported by the Fortenova acquisition [37] Other Important Information - The company completed two significant acquisitions in 2021, with a total purchase price of $725 million [17] - A $500 million buyback program was announced, with 4.2 million shares repurchased for a total value of $94 million [21] Q&A Session Summary Question: Pricing and Profitability in Q1 - Management indicated that Q1 profitability may be under pressure due to pricing not being fully phased in and tough comparisons with last year [42][43] Question: Changes in Frozen Food Category Performance - Management noted a positive trend in the frozen food category, with expectations for modest growth once past the lockdown comparisons [48][49] Question: Pricing Erosion and Inflation - Management explained that pricing erosion was due to last year's low COGS and emphasized the intent to align pricing with COGS moving forward [53][54] Question: Fortenova Contribution to Growth - Management confirmed that Fortenova will contribute to growth, but emphasized the importance of organic growth alongside M&A [60][62] Question: Supply Chain Risks from Eastern Europe - Management stated minimal direct exposure to Eastern European markets but acknowledged potential supply chain risks related to commodities [89]

Nomad Foods | --- | --- | --- | --- | --- | |-------|-------|-------|-------|------------------------------------------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FOURTH QUARTER 2021 Earnings Results | | | | | | February 24, 2022 | | | | | | | | | | | | | Disclaimer This Presentation has been prepared and issued by Nomad Foods Limited (the "Company"). This Presentation has been provided solely for information and background. The information in this Presentation is provided as at ...

Financial Data and Key Metrics Changes - The company achieved revenue growth of 4%, with adjusted EBITDA growing to EUR 113 million, representing 4% growth versus last year and a 9% CAGR versus 2019 [5][6][16] - Adjusted EPS was EUR 0.35 per share, representing 17% growth versus the third quarter of 2020 and a 2-year CAGR of 18% [6][19] - Adjusted gross margins declined 240 basis points, with initial gross margins from the acquisition of Findus Switzerland being below the company average [5][17] Business Line Data and Key Metrics Changes - Organic revenues declined 1.4% versus the prior year but were up mid-single digits relative to the third quarter of 2019 [5][16] - The non-branded business increased by 15% as food service continued to recover [16] - Green Cuisine, the plant protein business, is on pace to nearly double in 2021 and has accumulated double-digit market share in only 2 years [10] Market Data and Key Metrics Changes - The frozen food category experienced a low single-digit percentage decline during the third quarter versus the prior year, reflecting increased consumer mobility and a return to out-of-home consumption [8][16] - Market share expanded in the branded retail business, with strong year-on-year revenue growth from Green Cuisine [16] Company Strategy and Development Direction - Sustainability is a key strategic priority, with the company committing to reduce greenhouse gas emissions and collaborating with BlueNalu to introduce cell-cultured seafood to Europe [9][11] - The acquisition of Fortenova is expected to enhance the company's geographic footprint and is projected to be high single-digit accretive to adjusted EPS in 2022 [12][14] Management's Comments on Operating Environment and Future Outlook - The management acknowledged a challenging macro backdrop with inflation and supply chain disruptions but expressed confidence in achieving another year of record results in 2021 [4][8] - The company expects macro factors to intensify in 2022 but is prepared to leverage revenue growth management capabilities to mitigate exposure [8][19] Other Important Information - The company generated nearly EUR 100 million of adjusted free cash flow through the first nine months of the year, equating to 45% cash conversion [18] - The company reiterated its guidance for 2021 adjusted EPS of EUR 1.50 to EUR 1.55 per share, translating to growth in the 11% to 15% range [19] Q&A Session Summary Question: Thoughts on organic growth expectations and new household habits - Management noted that while mobility is increasing and restaurants are reopening, the sales level remains robust against tough comparisons, with inflation expected to impact sales in 2022 [23][24] Question: Pricing opportunities in light of expected inflation - Management indicated that pricing discussions are ongoing and that they have strong revenue management capabilities to navigate the situation [25][26] Question: Expected cost inflation in 2022 - Management expects higher inflation in 2022 but not as high as seen by U.S. companies, with a gradual step-up anticipated [28][29] Question: Insights on Fortenova's performance post-acquisition - Management reported positive dynamics within Fortenova, with no significant issues regarding inventory loading before the transition [30][31]

[Interim Management Report](index=2&type=section&id=Interim%20Management%20Report) This report provides an overview of Nomad Foods Limited, detailing its general information and liquidity position [General Information](index=2&type=section&id=General%20information) Nomad Foods Limited (NYSE: NOMD) is presented as Europe's leading frozen foods company, headquartered in the UK but incorporated in the British Virgin Islands. The company's portfolio includes iconic brands such as Birds Eye, Findus, iglo, and following a recent acquisition, Ledo and Frikom - Nomad Foods is Europe's leading frozen food company with brands including Birds Eye, Findus, iglo, Aunt Bessie's, Goodfella's, Ledo, and Frikom[3](index=3&type=chunk) [Liquidity Review](index=2&type=section&id=Liquidity%20review) For the nine months ended September 30, 2021, the company experienced a net decrease in cash and cash equivalents of €177.8 million, resulting in an ending balance of €211.6 million. The decrease was primarily driven by significant cash used in investing activities, notably the Fortenova acquisition, which was partially offset by cash provided by refinancing activities Cash Flow Summary (Nine Months Ended Sep 30, € million) | Indicator | 2021 | 2020 | | :--- | :--- | :--- | | Net cash generated from operating activities | 161.6 | 321.3 | | Cash used in investing activities | (632.5) | (13.1) | | Net cash provided by/(used in) financing activities | 293.1 | (563.7) | | **Net decrease in cash and cash equivalents** | **(177.8)** | **(255.5)** | | **Cash and cash equivalents at end of period** | **211.6** | **552.3** | - Net cash from operating activities decreased by **€159.7 million** year-over-year, mainly due to a cash outflow for trade and other payables in 2021 versus an inflow in 2020, when sales were boosted by the COVID-19 pandemic[7](index=7&type=chunk) - Cash used in investing activities increased by **€619.4 million**, primarily due to the **€640.1 million** acquisition of Fortenova Group's Frozen Food Business Group (FFBG)[8](index=8&type=chunk) - Financing activities provided a net cash inflow of **€293.1 million**, a significant reversal from the prior year's outflow, driven by a net increase in borrowings of **€391.3 million** from refinancing activities[9](index=9&type=chunk) [Risk Factors](index=3&type=section&id=Nomad%20Foods%20Limited%E2%80%94Risk%20Factors) This section details the various business, operational, financial, and share-related risks faced by Nomad Foods Limited [Risks Related to Our Business and Industry](index=6&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) The company faces significant business and industry risks, including intense competition from private labels and discounters, the need to adapt to changing consumer preferences for health and sustainability, and potential supply chain disruptions. The ongoing impacts of the COVID-19 pandemic and Brexit create uncertainty regarding demand, costs, and labor availability. Dependency on a limited number of large retail customers and third-party suppliers also poses a considerable risk - The frozen food market is highly competitive, with pressure from private label products, discounters, and online retailers[18](index=18&type=chunk) - COVID-19 has shifted consumer behavior to online shopping and larger basket sizes, while reducing demand from food service[18](index=18&type=chunk) - Sales are subject to changing consumer preferences towards natural, nutritious, sustainably sourced products, and meat substitutes[21](index=21&type=chunk) - The COVID-19 pandemic could materially impact operations through supply chain disruptions, increased demand for retail products that strain capacity, and potential facility shutdowns[26](index=26&type=chunk)[27](index=27&type=chunk) - Brexit introduces risks of increased costs and administrative burdens from new import/export regulations between the UK and EU, potentially impacting supply chains and profitability[32](index=32&type=chunk) - **95% of 2020 revenue** was from the EU and UK[33](index=33&type=chunk) - The company is vulnerable to fluctuations in the availability and price of raw materials like fish, vegetables, and poultry, which can be affected by weather, disease, and government policies[40](index=40&type=chunk)[41](index=41&type=chunk) - The top 10 customers accounted for **41% of revenue in 2020**, creating significant dependency and pricing pressure from large, powerful food retailers[45](index=45&type=chunk) [Risks Related to The Fortenova Acquisition](index=20&type=section&id=Risks%20Related%20to%20The%20Fortenova%20Acquisition) The acquisition of Fortenova's Frozen Food Business Group (FFBG) introduces risks related to entering new product categories (ice cream) and geographies (Central and Eastern Europe) where the company lacks prior experience. There is a risk of business partners terminating agreements due to change-of-control provisions and potential difficulties in enforcing warranties provided by the seller - The Fortenova acquisition may trigger change-of-control provisions, allowing customers or partners of FFBG to terminate their agreements[75](index=75&type=chunk) - The acquisition represents an entry into the new product category of ice cream and new geographies in Central and Eastern Europe, where consumer habits and seasonal trends differ from the company's existing markets[77](index=77&type=chunk) - The company may not be able to enforce claims under the warranties provided by the Fortenova Group in the acquisition agreement, potentially exposing it to unexpected liabilities[76](index=76&type=chunk) [Risks Related to Our Acquisition Strategy](index=20&type=section&id=Risks%20Related%20to%20Our%20Acquisition%20Strategy) The company's growth strategy relies on acquisitions, which carry inherent risks. These include the potential inability to successfully integrate acquired businesses, which could lead to unforeseen expenses, and the risk of overpaying due to significant competition for acquisition targets. Furthermore, due diligence may not uncover all liabilities of a target business - The company may not be able to consummate future acquisitions or successfully integrate them, leading to unanticipated expenses and failure to realize expected benefits[78](index=78&type=chunk) - Future acquisitions may be financed through additional debt or equity, which could increase financial constraints or dilute existing shareholders[79](index=79&type=chunk) - Due diligence may not reveal all liabilities of a target business, potentially leading to substantial impairment charges or other losses post-acquisition[83](index=83&type=chunk)[87](index=87&type=chunk) [Risks Related to Regulations](index=23&type=section&id=Risks%20Related%20to%20Regulations) As a food producer, the company is subject to extensive and evolving regulations across multiple jurisdictions, including the EU and UK, governing food safety, labeling, environmental standards, and data privacy (GDPR). Compliance costs can be significant, and failure to comply could result in fines, product recalls, and reputational damage - The business is subject to extensive regulations in the UK, EU, and other countries covering production, labeling, safety, and distribution[88](index=88&type=chunk) - Non-compliance can lead to fines, recalls, or criminal sanctions[88](index=88&type=chunk) - Operations are subject to numerous health, safety, and environmental regulations[92](index=92&type=chunk) - Stricter legislation could require significant investments and increase operating costs[92](index=92&type=chunk) - Changes in data privacy regulations, such as the GDPR, expose the company to risks of non-compliance and significant fines, which can be up to **4% of annual global revenue**[96](index=96&type=chunk) [Risks Related to Financial Management](index=26&type=section&id=Risks%20Related%20to%20Financial%20Management) The company's financial management risks are centered on its significant indebtedness, which requires substantial cash flow to service. It is exposed to interest rate risk from variable-rate debt and exchange rate risk due to its multinational operations. The carrying value of goodwill and intangible assets, which constitute a large portion of total assets, is subject to impairment risk - The company has significant indebtedness, and its ability to make payments depends on generating sufficient cash flow, which is subject to factors beyond its control[99](index=99&type=chunk) - Variable-rate debt subjects the company to interest rate risk[102](index=102&type=chunk) - The transition away from LIBOR to alternative rates like SONIA and SOFR introduces further uncertainty[103](index=103&type=chunk) - As of December 31, 2020, intangible assets (including goodwill) totaled **€4,058.2 million**, representing a significant portion of total assets (**€5,580.6 million**) and are at risk of impairment[110](index=110&type=chunk) - The company is a holding company that relies on dividends and distributions from its subsidiaries to meet its obligations[118](index=118&type=chunk) [General Risk Factors](index=30&type=section&id=General%20Risk%20Factors) General risks include dependency on information technology systems, which are vulnerable to cyber-attacks and disruptions, potentially harming business operations. The company also faces risks from changes in accounting standards and the possibility of incurring liabilities not covered by insurance. Failure to maintain effective internal controls over financial reporting could also adversely affect the company - The company is increasingly dependent on IT systems and is vulnerable to disruptions, failures, or security breaches, with cyber-attacks increasing in frequency and sophistication, particularly since the COVID-19 pandemic[120](index=120&type=chunk)[121](index=121&type=chunk) - Failure to maintain effective internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, could result in a loss of investor confidence and potential regulatory sanctions[126](index=126&type=chunk)[127](index=127&type=chunk) [Risks Related to our Ordinary Shares](index=33&type=section&id=Risks%20Related%20to%20our%20Ordinary%20Shares) Investors in the company's ordinary shares face risks of significant dilution from the issuance of additional shares tied to outstanding equity instruments, including Founder Preferred Shares and LTIP awards. The share price may be volatile. As a foreign private issuer incorporated in the British Virgin Islands, shareholders may have fewer protections and receive less information compared to investors in domestic U.S. companies - Shareholders face potential significant dilution from the conversion of **1,500,000 Founder Preferred Shares** and the issuance of shares under the LTIP, which had **3,803,359 outstanding equity awards** as of November 2, 2021[128](index=128&type=chunk)[132](index=132&type=chunk) - As a foreign private issuer, the company is exempt from certain SEC reporting and NYSE governance rules, such as filing quarterly 10-Q reports and having a majority-independent board, which may offer less protection to shareholders[136](index=136&type=chunk)[137](index=137&type=chunk) - Shareholder rights under British Virgin Islands law differ from U.S. law and may offer limited protection or recourse for minority shareholders[139](index=139&type=chunk)[141](index=141&type=chunk) [Risks Related to Taxation](index=37&type=section&id=Risks%20Related%20to%20Taxation) The company's tax treatment is subject to changes in tax laws in the various jurisdictions it operates in, including the BVI, UK, and U.S. A failure to maintain its current tax status, such as being deemed a U.S. resident for tax purposes, could negatively affect financial results. Disputes with tax authorities could also lead to unforeseen tax adjustments - Changes in tax laws or practices in the BVI, UK, U.S., or other jurisdictions could change and reduce net returns for shareholders[145](index=145&type=chunk) - If the company were considered a resident for tax purposes in the U.S. or another country where it currently lacks a taxable presence, it could be subject to income tax on its profits, negatively impacting results[146](index=146&type=chunk) [Condensed Consolidated Interim Financial Statements](index=39&type=section&id=Condensed%20Consolidated%20Interim%20Financial%20Statements) This section presents the unaudited condensed consolidated interim financial statements, detailing the company's financial position, performance, and cash flows [Statements of Financial Position](index=39&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Statements%20of%20Financial%20Position) As of September 30, 2021, total assets were €6,074.6 million, an increase from €5,580.6 million at year-end 2020. The growth was driven by increases in goodwill and intangible assets, largely due to the Fortenova acquisition. Total liabilities also increased to €3,761.8 million, primarily from higher loans and borrowings to finance the acquisition Condensed Consolidated Statement of Financial Position (€ millions) | | Sep 30, 2021 | Dec 31, 2020 (Restated) | | :--- | :--- | :--- | | **Total non-current assets** | **5,170.2** | **4,612.2** | | Goodwill | 2,256.0 | 1,902.5 | | Intangibles | 2,274.2 | 2,155.7 | | **Total current assets** | **904.4** | **968.4** | | Cash and cash equivalents | 211.6 | 393.2 | | **Total assets** | **6,074.6** | **5,580.6** | | **Total current liabilities** | **909.2** | **917.1** | | **Total non-current liabilities** | **2,852.6** | **2,537.4** | | Loans and borrowings | 2,179.6 | 1,736.3 | | **Total liabilities** | **3,761.8** | **3,454.5** | | **Total equity** | **2,312.8** | **2,126.1** | [Statements of Profit or Loss](index=40&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Statements%20of%20Profit%20or%20Loss) For the nine months ended September 30, 2021, the company reported a profit of €152.2 million on revenue of €1,902.6 million. This compares to a profit of €166.4 million on revenue of €1,858.2 million in the prior-year period. The decrease in profit was primarily due to significantly higher net financing costs in 2021 Condensed Statement of Profit or Loss (€ millions) | | **Q3 2021** | **Q3 2020** | **Nine Months 2021** | **Nine Months 2020** | | :--- | :--- | :--- | :--- | :--- | | Revenue | 599.4 | 576.3 | 1,902.6 | 1,858.2 | | Gross profit | 167.6 | 175.2 | 564.0 | 555.4 | | Operating profit | 80.6 | 87.0 | 284.8 | 259.3 | | Net financing costs | (15.0) | (15.7) | (90.4) | (44.2) | | Profit before tax | 65.6 | 71.3 | 194.4 | 215.1 | | **Profit for the period** | **51.7** | **56.4** | **152.2** | **166.4** | | **Basic and diluted EPS (€)** | **0.29** | **0.29** | **0.85** | **0.84** | [Statements of Comprehensive Income/(Loss)](index=41&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Statements%20of%20Comprehensive%20Income%2F%28Loss%29) For the nine months ended September 30, 2021, total comprehensive income was €209.2 million, a significant increase from €146.5 million in the same period of 2020. The increase was driven by a positive swing in other comprehensive income, which included actuarial gains on pension plans and gains on cash flow hedges, contrasting with losses in the prior year Condensed Statement of Comprehensive Income (€ millions) | | **Q3 2021** | **Q3 2020** | **Nine Months 2021** | **Nine Months 2020** | | :--- | :--- | :--- | :--- | :--- | | Profit for the period | 51.7 | 56.4 | 152.2 | 166.4 | | Other comprehensive income/(loss) for the period, net of tax | 21.0 | (19.8) | 57.0 | (19.9) | | **Total comprehensive income for the period** | **72.7** | **36.6** | **209.2** | **146.5** | [Statements of Changes in Equity](index=42&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Statements%20of%20Changes%20in%20Equity) Total equity increased from €2,126.1 million at the beginning of the year to €2,312.8 million as of September 30, 2021. The increase was primarily due to total comprehensive income of €209.2 million, partially offset by transactions with owners, including the settlement of the Founder Preferred Shares dividend and share repurchases - Total equity increased by **€186.7 million** during the first nine months of 2021, from **€2,126.1 million** to **€2,312.8 million**[155](index=155&type=chunk) - Key changes included total comprehensive income of **€209.2 million**, a **€79.5 million** reclassification for the Founder Preferred Shares dividend, and a **€10.5 million** reduction from the repurchase of ordinary shares[155](index=155&type=chunk) [Statements of Cash Flows](index=44&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2021, net cash generated from operating activities was €161.6 million, a decrease from €321.3 million in the prior year. Investing activities used €632.5 million, mainly for an acquisition, while financing activities provided €293.1 million from debt refinancing. This resulted in a net decrease in cash of €177.8 million Condensed Statement of Cash Flows (Nine Months Ended Sep 30, € millions) | | 2021 | 2020 | | :--- | :--- | :--- | | **Net cash generated from operating activities** | **161.6** | **321.3** | | **Cash used in investing activities** | **(632.5)** | **(13.1)** | | Purchase of subsidiaries, net of cash acquired | (597.3) | (1.0) | | **Net cash provided by/(used in) financing activities** | **293.1** | **(563.7)** | | Repurchase of ordinary shares | (10.5) | (479.8) | | Issuance of new loan principal | 800.0 | — | | Repayment of loan principal | (408.7) | (11.7) | | **Net decrease in cash and cash equivalents** | **(177.8)** | **(255.5)** | [Notes to the Financial Statements](index=45&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed notes to the interim financial statements, covering accounting policies, acquisitions, and key financial disclosures [Note 2: Basis of Preparation](index=45&type=section&id=Note%202%3A%20Basis%20of%20preparation) The financial statements are prepared in accordance with IAS 34. Effective January 1, 2021, the company adopted IFRS 9 for hedge accounting, applying it prospectively. This change aligns accounting more closely with the company's risk management strategy and required adjustments to opening equity balances for the cost of hedging approach - The company adopted hedge accounting under IFRS 9 on January 1, 2021, applying it prospectively to better align with its risk management strategy[169](index=169&type=chunk) - The adoption of the cost of hedging approach under IFRS 9 resulted in a net **€1.6 million** adjustment to opening reserves in the Statement of Changes in Equity[172](index=172&type=chunk) [Note 4: Acquisitions](index=53&type=section&id=Note%204%3A%20Acquisitions) The company completed the acquisition of Fortenova Group's Frozen Food Business Group (FFBG) for €640.1 million on September 30, 2021, resulting in provisional goodwill of €352.2 million. It also finalized the purchase price allocation for the Findus Switzerland acquisition, leading to a restatement of the December 31, 2020 balance sheet, which increased intangible assets and decreased goodwill - On Sep 30, 2021, the company acquired Fortenova's FFBG for **€640.1 million**, expanding into Croatia, Serbia, and other Central/Eastern European markets[212](index=212&type=chunk) Provisional Purchase Price Allocation for Fortenova Acquisition (€ million) | | As reported Sep 30, 2021 | | :--- | :--- | | Total identifiable net assets acquired | 287.9 | | Total purchase consideration | 640.1 | | **Goodwill** | **352.2** | - The valuation for the Findus Switzerland acquisition was finalized, resulting in a restatement of the Dec 31, 2020 balance sheet that increased intangible assets by **€41.6 million** and decreased goodwill by **€35.5 million**[208](index=208&type=chunk)[211](index=211&type=chunk) - If the Fortenova acquisition had occurred on Jan 1, 2021, management estimates combined revenue for the nine-month period would have been **€2,142.9 million** and profit before tax would have been **€236.8 million**[215](index=215&type=chunk) [Note 5: Segment Reporting](index=55&type=section&id=Note%205%3A%20Segment%20reporting) The company operates as a single reporting and operating segment: "Frozen Foods." For the nine months ended September 30, 2021, Adjusted EBITDA was €373.8 million, up from €347.4 million in the prior year. The UK remains the largest market, contributing €564.3 million in revenue for the period - The company considers itself to have one reporting and operating segment, "Frozen Foods"[217](index=217&type=chunk) Adjusted EBITDA Reconciliation (Nine Months Ended Sep 30, € million) | | 2021 | 2020 | | :--- | :--- | :--- | | Profit for the period | 152.2 | 166.4 | | EBITDA | 335.5 | 310.9 | | Adjustments | 38.3 | 36.5 | | **Adjusted EBITDA** | **373.8** | **347.4** | External Revenue by Geography (Nine Months Ended Sep 30, € million) | Geography | 2021 | 2020 | | :--- | :--- | :--- | | United Kingdom | 564.3 | 555.2 | | Italy | 310.0 | 311.4 | | Germany | 288.5 | 285.2 | | France | 139.8 | 150.1 | | Rest of Europe & Other | 500.0 | 455.3 | | **Total** | **1,902.6** | **1,858.2** | [Note 6: Exceptional Items](index=56&type=section&id=Note%206%3A%20Exceptional%20items) For the nine months ended September 30, 2021, the company recorded €21.6 million in exceptional items. These costs were primarily related to a business transformation program (€7.1 million), integration costs for Findus Switzerland and Fortenova, and Brexit-related expenses (€4.7 million) Exceptional Items (Nine Months Ended Sep 30, € million) | Item | 2021 | 2020 | | :--- | :--- | :--- | | Business transformation program | 7.1 | — | | Findus Switzerland integration costs | 3.7 | — | | Release of indemnification assets | 5.0 | 17.8 | | Brexit | 4.7 | 0.9 | | Factory optimization | 2.3 | 7.6 | | Other | (1.2) | 1.0 | | **Total exceptional items** | **21.6** | **27.3** | [Note 12: Financial Instruments](index=59&type=section&id=Note%2012%3A%20Financial%20instruments) In June 2021, the company undertook a major debt refinancing, repaying its €400.0 million 3.25% notes due 2024 and issuing €750.0 million of 2.5% notes due 2028. It also refinanced its senior secured term loan facility and replaced its revolving credit facility. The company continues to use cross-currency interest rate swaps to hedge its $916.4 million USD-denominated loan - In June 2021, the company repaid its **€400.0 million** 3.25% notes and issued **€750.0 million** of new 2.5% senior secured notes due 2028[251](index=251&type=chunk) - An additional **€50.0 million** was tacked on in July 2021[252](index=252&type=chunk) - The company also refinanced its **€553.2 million** senior secured term loan facility and replaced its **€80.0 million** revolving credit facility with a new **€175.0 million** facility that includes ESG-linked pricing[253](index=253&type=chunk)[254](index=254&type=chunk) - The company continues to hold a **$916.4 million** senior USD loan due in May 2024, which it hedges into a fixed-rate EUR-denominated debt using cross-currency interest rate swaps (CCIRS)[255](index=255&type=chunk)[256](index=256&type=chunk) [Note 16: Share Capital and Reserves](index=68&type=section&id=Note%2016%3A%20Share%20Capital%2C%20Capital%20reserve%20and%20Other%20reserves) As of September 30, 2021, the company had 176.6 million ordinary shares and 1.5 million Founder Preferred Shares issued. During the period, the company issued 3.875 million ordinary shares as a dividend for Founder Preferred Shares and repurchased 507,396 ordinary shares for $12.8 million. In August 2021, a new share repurchase program of up to $500 million was authorized - In January 2021, the company repurchased **507,396 ordinary shares** for **$12.8 million** (**€10.5 million**)[285](index=285&type=chunk) - On August 5, 2021, the Board authorized a new share repurchase program for up to **$500 million** of the company's ordinary shares[286](index=286&type=chunk) - On January 4, 2021, the company issued a share dividend of **3,875,036 ordinary shares** related to the Founder Preferred Shares[284](index=284&type=chunk)

Nomad Foods Limited (NYSE:NOMD) Q2 2021 Results Conference Call August 5, 2021 8:30 AM ET Company Participants Taposh Bari - Head, Investor Relations Stefan Descheemaeker - Chief Executive Officer Samy Zekhout - Chief Financial Officer Conference Call Participants Andrew Lazar - Barclays Rob Dickerson - Jefferies Jason English - Goldman Sachs Robert Moskow - Credit Suisse Faiza Alwy - Deutsche Bank Jon Tanwanteng - CJS Securities Taposh Bari Hello, and welcome to the Nomad Foods Second Quarter 2021 Earnings ...

| --- | --- | --- | --- | --- | --- | --- | |-------|-------|-------|-------|-------|-------|---------------------------------------------------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | May 6, 2021 First Quarter 2021 Earnings Results | | | | | | | | | Disclaimer Certain statements and matters discussed in this Presentation, as well as the accompanying oral presentation, may constitute forward-looking statem ...

Financial Data and Key Metrics Changes - The company reported a revenue growth of 3.6% to EUR 707 million, driven by 1.8% organic revenue growth and a 3% contribution from the acquisition of Findus Switzerland [33][34] - Adjusted EBITDA increased by 15% to EUR 138 million, while adjusted EPS grew by 42% to EUR 0.47 per share [37] - Gross margin expanded by 130 basis points, reflecting strong procurement execution and lower promotional activity [35][11] Business Line Data and Key Metrics Changes - The branded retail business led growth with mid single-digit increases, while foodservice and private label experienced double-digit declines [34] - The company achieved 1.8% organic revenue growth in Q1, building on a 7.7% increase during the same period last year [14][34] Market Data and Key Metrics Changes - The company noted that many corporate offices remain closed and restaurants still have capacity restrictions, contributing to sustained elevated demand [15] - The company is experiencing more rational shopping behavior, with consumers developing new routines that include larger family meal sizes and online food purchases [16] Company Strategy and Development Direction - The company announced a planned acquisition of Fortenova's Frozen Food Group, which is expected to enhance its portfolio and result in combined annualized EPS above $2 per share [12][26] - The company is investing in new permanent capacity to support growth in 2022 and beyond, including a new production line in the UK [19][82] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving full-year guidance, citing strong Q1 performance and plans to improve service levels [9][40] - The company expects low single-digit inflation in 2021 and believes it has the levers to manage gross margin effectively [11][41] Other Important Information - The company generated EUR 98 million of adjusted free cash flow in Q1, equating to 117% cash conversion [38] - The integration of Findus Switzerland is progressing well, with strong performance during Q1 [24][25] Q&A Session Summary Question: Difference between shipments and consumption due to supply constraints - Management indicated that branded sell-out was mid single-digit percentage, with supply constraints impacting sales growth [48][49] Question: Market share trends and capacity constraints - Management acknowledged that market share loss was primarily due to capacity utilization differences compared to competitors, with plans to recoup share later in the year [51][56] Question: Pricing power and inflation management - Management confirmed that pricing plans were in place to manage inflation, with strong brands supporting pricing power [62][66] Question: Inflation guidance and cost pressures - Management stated that inflation remains manageable, aided by effective procurement strategies [72][73] Question: Promotional spending to regain market share - Management indicated that regaining market share would involve shifting promotional plans rather than incurring additional spending [74] Question: Trends heading into April and May - Management expressed confidence in achieving full-year plans, with strong trends continuing [80] Question: Capacity expansion and its impact on gross margin - Management noted that new capacity would improve efficiency and gross margin by reducing reliance on co-packing [84]