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A. History and Development of the Company
We are Europe's leading savory frozen foods company based on net sales value. We were incorporated with limited liability under the laws of the British Virgin Islands under the BVI Companies Act on April 1, 2014 under the name Nomad Holdings Limited and subsequently changed to Nomad Foods Limited.
Our principal executive offices are located at Forge, 43 Church Street West, Woking, GU21 6HT, United Kingdom. Our telephone number is +(44) 20 8918 3200 and our fax number is +(44) 20 8918 3491. Our registered office is located at Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands and its telephone number is +(1)(284) 852 3000. Our registered agent in the United States is Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240 Miami Beach, Florida 33139.
The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding the Company and other issuers that file electronically with the SEC. The SEC's Internet website address is http://www.sec.gov. Our Internet website can be found at www.nomadfoods.com.
See Item 5B: Operating and Financial Review and Prospects—Liquidity and Capital Resources for information regarding our capital expenditures for the past three fiscal years and principal capital expenditures currently in progress.
B. Business Overview
Our Company
We are Europe's leading savory frozen food company with a portfolio of best-in-class food brands within the frozen category, including fish, vegetables, chicken, meals, pizza and ice cream. Our products are sold primarily through large grocery retailers under the “Birds Eye”, "Goodfellas" and "Aunt Bessie's" brands in the UK and Ireland, “Findus” in Italy, France, Spain, Switzerland, Sweden, Finland and Norway, “iglo” in Germany, Netherlands, Belgium, and Portugal, "Ledo" in Croatia, Bosnia, Slovenia, Hungary, Montenegro, and Kosovo, "Frikom" in Serbia and North Macedonia, “La Cocinera” in Spain and “Belviva” in Belgium. The majority of our products are in the savory frozen food market, where according to NielsenIQ & Circana, our market share in the countries we operate stood at 15% in 2025 (2024: 17%). For the categories in which we operate, we maintain the number one position in fifteen European geographies, namely the UK, Italy, Germany, France, Sweden, Austria, Norway, Switzerland, Belgium, the Netherlands, Portugal, Spain, Ireland, Croatia and Serbia. The countries representing our top six markets for branded goods (as opposed to total revenue), collectively UK, Italy, Germany, France, Croatia and Serbia, represented approximately 75% of the total European Savory frozen food markets as at December 31, 2025. For a description of the principal markets in which we compete and related revenue, see Note 5 “Segment reporting” to our audited consolidated financial statements which appear elsewhere in this annual report.
Savory Frozen Food Market
The European savory frozen food market is served by a number of national and international producers, both with branded and private label offerings, and within single or multiple product categories. We have the broadest participation by category and geography in Europe.
According to NielsenIQ & Circana, the market for savory frozen food in categories which the Company competes in across Europe is estimated to have generated €26 billion in retail sales value in 2025.
Frozen food products are particularly attractive because they address important global food trends. Consumers increasingly prefer products that allow them to prepare meals quickly and with confidence and expect products to be healthy and good value for money. In addition, consumers are increasingly focused on reducing food waste. Frozen food products can have all of these characteristics. They are easy to prepare, they reduce the need for artificial preservatives, they are often better value for money than chilled alternatives and they reduce waste at all points in the supply chain and also in-home (due to the long shelf life, and the ease of portionability).
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Over the last seven years the European savory frozen food market has grown modestly, while experiencing a spike in category demand throughout the COVID pandemic, driven by the aforementioned ability to address global food consumption trends. Furthermore, the amount of space that frozen food as a category occupies within the grocery retail environment is relatively stable due to the fixed amount of freezer space at the retailer that is not exposed to reductions in shelf space in favor of other categories or formats, as can be the case in shelf-stable parts of the retailer.
Our Brands
Our brands are household names with long histories and local heritage in their respective markets. Our Birds Eye brand was established in 1922 and is primarily marketed in the UK and Ireland. The Findus brand, which is marketed in Italy, France, Spain, Sweden, Switzerland and Norway, was formed in Italy in 1941 and has a loyal following in each of its respective geographies. The iglo brand, founded in 1956, has a long-standing history and is marketed in Germany and other continental European countries. Ledo (established in 1958) and Frikom (established in 1975) are the lead brands with strong heritage in south-eastern Europe.
Our Competitive Strengths
We believe the following competitive strengths differentiate us from our competitors and contribute to our ongoing success.
Market leader with solid European platform and strong acquisition opportunities.
As the leading branded savory frozen food producer in Europe, we benefit from economies of scale and have developed a strong platform for our products throughout Europe. We are market leaders in the savory categories where we offer products in fifteen geographies and a 15% market share in the frozen food markets in the countries in which we operate as at December 31, 2025. We benefit from longstanding relationships with our retail customers which provide access to our diversified distribution channels, including supermarkets, discount retailers, the food service channel and other food retailers that sell directly to consumers. We benefit from a diverse category and geographic mix and believe our strong existing platforms facilitate our expansion within a large addressable market and provide a broad set of potential acquisition targets in various food categories and geographic markets.
Effective brand equity strategy to leverage and expand well-known brands.
Our brands are well-established household names with long histories and local heritage in their respective markets. We have several iconic brand assets and focus on our local "hero" platforms that are designed to leverage these iconic assets such as the “Captain”. Each of the Birds Eye, iglo, Findus, Ledo and Frikom brands holds a leading position in terms of spontaneous brand awareness in certain European markets. Our leading brand recognition, broad product offering, and local provenance of these brands are key drivers of consumer trust and result in demand for our products.
Experienced management team and Board with a proven track record.
Our management team has extensive experience in the food industry and other fast-moving consumer goods markets and has worked with leading multinational consumer goods companies globally. Our management team is complemented by an experienced Board of Directors, and collectively, they have a proven track record of successfully acquiring, integrating and managing consumer businesses. We believe our management team and Board of Directors’ collective industry knowledge, coupled with our track record of achieving growth and responding to challenging market conditions, will enable us to continue to generate profitable growth.
Optimized sourcing through established platform and diversified supplier base.
We operate an efficient and centralized procurement and supply chain function which is closely aligned with our geographic footprint, allowing us to optimize our supply arrangements and reduce distribution costs. We source our products globally from a diverse supplier base and, as a result, we minimize our dependency on any one supplier. Our relationships with diverse suppliers enable us to safeguard the security of our supply and raw materials as well as enhance the quality and sustainability of such materials, while also delivering competitive pricing and limiting exposure to geographic risk and adverse currency movements.
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Strategic and geographically diversified manufacturing facilities.
We own and operate an efficient network of seventeen manufacturing facilities, all of which are located near the major markets we serve, balancing manufacturing and logistics costs and allowing for high levels of customer service. These facilities have what we believe to be sufficient spare capacity to accommodate future growth in our main product categories.
Commitment to innovation and research and development.
Innovation is core to our growth model. Our R&D team focuses on our current & future Core Strategic Areas, partnering with Insights and Marketing to apply strategic foresight - anticipating trends, interpreting market signals, and navigating uncertainty for transformational growth. We combine active scouting, partnerships, and our Future Foods Lab Venture Clienting program to collaborate with global start-ups on breakthrough food innovations. On our core segments, we benchmark existing ranges to ensure superior consumer experiences and drive renovation and innovation pipelines to deliver new products and packaging across our “Must Win Battles”: fish & seafood, vegetables & potatoes, chicken, meals, pizza, and ice cream. Every innovation follows Sustainable by Design principles and our Nomad Insight-to-Impact innovation process, moving from idea to launch. We build intellectual assets through patents and in-house technologies, while our focus on Nutrition and Sensory expertise enables us to champion Healthier Meal Choices - combining taste and wellness to drive sales.
Our Strategy
Our strategy is underpinned by three fundamental pillars which are to expand the category, grow the core and accelerate innovation. In addition, we have developed and made significant progress in implementing the following strategic initiatives:
1. Build an integrated group of best-in-class food companies and brands within existing and related food categories and expand our geographic footprint through strategic acquisitions.
Our goal is to transform our Company into an integrated best-in-class, global manufacturer, marketer and distributor of food products, within the frozen food category and the broader food sector. We believe there are significant growth opportunities in the European and North American markets and that our acquisitions provide a strong platform on which to grow our business and expand and enhance our market share in the food industry in key geographic markets.
2. Focus on “Core products” as a foundation for long-term growth.
We continue our strategy which is rooted in relentless focus on our Core products, which include fish, vegetables, meals and chicken, and which represent 73% of our branded retail sales for the year ended December 31, 2025. These strategies include improving product quality, packaging renovation and executing in-store initiatives such as ensuring the right product assortment, display strategies and promotional efficiencies. We believe focusing on these Core product initiatives will accelerate growth, lead to margin expansion and improve our return on investment. To further accelerate growth, we continue to pursue innovation which leverages future consumer opportunities to reach wider audience demographics.
3. Align our business with consumer preferences and trends.
Our goal is to create and acquire food businesses and brands that strongly align with consumer needs and preferences that have high growth and margin potential and that leverage our existing portfolio of brands. In addition, we seek to align our product innovation strategies with consumer trends such as increased demand for nutrition-packed meals that can be prepared in shorter times, vegetarian options, meat substitutes and sustainably sourced and produced food.
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4. Leverage our acquisition expertise, strong management team and access to capital to identify and evaluate attractive growth opportunities.
Our Founders have significant experience and expertise, and have been highly successful, in identifying, acquiring and integrating value-added businesses. We believe that this expertise, our access to capital and the deep industry knowledge of our management team will position us to acquire related and complementary food businesses that can enhance our market position, create synergies and fully leverage our existing marketing, manufacturing and supply chain capabilities, which we believe will allow us to deliver sustained profitable growth and maximize shareholder value.
For example, in 2018 we completed:
(i) the Goodfella's Acquisition including the "Goodfella's" and "San Marco" brands, which enlarged our portfolio of brands to include the number one and number two market share positions within the frozen pizza category in Ireland and the UK, a successful frozen private label pizza business, and two frozen pizza manufacturing facilities, and;
(ii) the Aunt Bessie's Limited acquisition including the "Aunt Bessie's" brand, which enlarged our portfolio of brands to include the number one and number two market share positions, respectively, within frozen Yorkshire puddings and frozen potatoes, which combine to represent the majority of its revenues.
On December 31, 2020 we completed the acquisition of Findus Switzerland. Findus is the leading savory frozen food brand in Switzerland with a portfolio of value-added frozen products across categories including fish, vegetables and ready meals. The acquisition expanded the Company's geographic reach into Switzerland, a new and sizable market, providing a natural extension for our Findus product offering and brand family. The transaction unified the Company's ownership of the iconic Findus brand across Europe.
In September 2021 we acquired Fortenova Group’s Frozen Food Business Group, which brought a leading European frozen food portfolio operating in attractive new markets for the Company, including Croatia, Serbia, Bosnia & Herzegovina, Hungary, Slovenia, Kosovo, North Macedonia and Montenegro. Its two anchor brands, "Ledo" and "Frikom", have number one market share in many of these markets and offer a broad range of frozen food products including fish, fruits, vegetables, ready meals, pastry and ice cream. The acquisition created a platform for future expansion into Central and Eastern Europe and introduced us to ice-cream, which opened new potential avenues for growth.
5. Respond to changing consumer shopping habits and drive advertising efficiency and impact.
We are responding to the growing consumer shift to digital and mobile technologies, apparent across all of our markets, by investing in technology platforms and partnering with both existing and emerging retailer partners who are executing their own e-commerce strategies to meet changing consumer habits. Our strategies are evolving in response to other consumer shopping trends such as increased purchases through the hard discounter channel, which has been growing significantly in the UK and Southern Europe.
6. Generate strong margins and cash flow through disciplined net revenue management, supply chain optimization and disciplined cost management.
Our goal is to increase our margins and cash flows by strengthening our revenue growth management capabilities and focusing on supply chain optimization and disciplined cost management. These efforts, which will be implemented over time, will include developing stronger promotional programs, price pack architecture and trade terms as well as continuing our focus on lean manufacturing, factory footprint optimization, and procurement productivity.
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Products
During the past three fiscal years, we have manufactured, marketed and distributed the following frozen food products:
Fish: includes frozen fish products such as fish fingers, coated fish and natural fish. These products were the largest contributor to our revenues in 2025, 2024 and 2023.
Vegetables: includes ready to cook vegetable products such as peas and spinach.
Meals: includes ready to cook noodles, pasta, lasagna, pancakes and other ready-made meals under the iglo, Findus and La Cocinera brand names.
Poultry: includes frozen chicken products such as nuggets, grills and burgers.
Ice Cream: includes in home and out of home ice cream.
Others: includes a variety of other offerings such as pizza, soups, bakery goods and meat substitutes.
We continue to place a strong emphasis on renovation of our existing core products in order to overcome penetration barriers and continue to build loyalty. We manage renovation and innovation centrally on European common product platforms and have more local involvement where products are differentiated and country specific. Our research and development continues to be centralized, allowing us to leverage our research and development investment across our markets and focus on our largest Core products.
Customers
Our customers are typically supermarkets and large food retail chains supplying food products directly to consumers. Each key market in which we operate has its own distinct retail landscape. We consider our key retailer clients to be, in the UK, Tesco, Asda and Sainsbury’s; in Italy, Coop, Conad and Esselunga; in Germany, Rewe and Edeka; in Sweden, ICA, Axfood and Coop; and in France, Carrefour, Auchan and E.Leclerc. For the year ended December 31, 2025, our top ten customers (in terms of revenue) accounted for 30% of revenues.
The majority of our sales are to established retailers and we expect this channel to remain our most significant channel for the foreseeable future. We partner with traditional retailers when we identify commercial or marketing opportunities that can be of interest for both businesses. In addition, we are selectively building partnerships and are increasing our presence in the growing discounter channel.
The food service channel accounted for approximately 8% of our total sales for the year ended December 31, 2025. The majority of these sales were in the Nordics, Croatia and Spain and consisted primarily of sales to institutional and public sector customers such as schools and hospitals, and privately run work canteens and restaurants.
Sales, Marketing and Pricing
Our commercial strategy is centered around our Core products and our growth model focuses on three core elements: creating distinctive brands through leveraging our iconic brand assets, innovating to break penetration barriers balanced between renovation and innovation, and executing in store through category leadership driving the right assortment, display and promotional efficiency.
Our brand equity strategy aims to further increase brand awareness. We are utilizing our core iconic assets at all consumer touchpoints including traditional media, digital media, point of sale and packaging. Furthermore, we have invested and will continue to seek to invest at sufficient levels of media on all our Core products.
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We maintain sales teams in each of our Key Markets with a small proportion of sales being sold via a distribution model. Our sales force is resourced to provide good store coverage. We have been chosen to lead category management projects by several of our key retailers in each of our main product categories and have developed innovative presentations of our frozen food products and in-store marketing concepts with supermarkets in a number of our markets in order to increase shopper traffic and sales.
Manufacturing
We own and operate seventeen manufacturing facilities which are located in Lowestoft and Hull (UK), Bremerhaven and Reken (Germany), Cisterna (Italy), Loftahammar (Sweden), Tonsberg and Larvik (Norway), Boulogne-sur-Mer (France), Valladolid (Spain), Longford and Naas (Republic of Ireland), Rorschach (Switzerland), Zagreb, Sesvete, and Daruvar (Croatia) and Belgrade (Serbia). These facilities produce approximately 549 kilo tonnes of frozen product per year, representing approximately 78% of the total volumes of our sales. The manufacturing facilities are located near the major markets we serve, providing a balance between manufacturing and logistics costs and customer service. Our manufacturing facilities are focused on in house manufacturing of our main product categories and emphasize quality and efficiency through scale. We continue investing in improving the safety and quality standards of our facilities.
Procurement
Our procurement function is structured around prime raw materials (materials used in manufacturing which form a part of the end product, such as fish, vegetables, meat, other ingredients and packaging), Indirects (non-production items and services used to design, market and distribute the product, such as logistics, operations, including maintenance, sales and marketing) and co-pack (finished products bought from third parties, such as most vegetables other than peas and spinach).
Within our Supply Chain team we operate a centralized procurement function, with all procurement of primes and co-pack and the majority of non-production items procured centrally to maximize scale and efficiencies that cover the supply to all our manufacturing facilities and markets.
We are the world's largest buyer of Marine Stewardship Council (MSC) certified wild caught whitefish sourcing globally and working with partners to bring to consumers nutritious, sustainable products. Our fish primarily originates from wild-caught fish in the North Pacific, predominantly from U.S. and Russian waters whereby MSC certification can be assured. Russia holds a large percentage of global fish quota and accounts for nearly 40% of global whitefish catch and up to 60% of the most popular wild caught fish varieties that we and many other companies buy, including Alaska pollock, Atlantic cod, haddock and wild caught salmon.
We are reducing our exposure to Russian origin fish, which will take some time to replace with volumes from alternative wild caught sources and therefore we are continuing our species diversification strategy to bring a greater volume of responsibly farmed Aquaculture Stewardship Council (ASC) certified products into our portfolio.
Our suppliers use a range of processing methods which also extends to activities in China. Vegetables are sourced predominantly from Europe and chicken is sourced largely from South America (but also from Thailand and Eastern Europe). We have contracts in place with pea and spinach growers and third-party pea processors in regions close to where peas are harvested. In addition, we utilize various co-pack suppliers for vegetables other than peas and spinach. The contract terms we enter into with various suppliers differ extensively with respect to length and provisions.
We aim to maintain an appropriately diverse supplier base to safeguard the security of our supply of raw materials as well as enhance the quality and sustainability of such materials, while also delivering competitive pricing. We segregate vendors into “strategic” and “tactical” categories based on criteria such as bargaining power or opportunistic procurement. On that basis, we have identified a number of strategic suppliers with whom we maintain close relationships, particularly in relation to main product categories for which security of supply is critical. Raw materials are mostly directly shipped to our manufacturing facilities.
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The price of fish, vegetables and other agricultural commodities, including poultry and meat, can be volatile. We limit our exposure to price increases of raw materials by contractually securing prices for periods ranging from one month to a full year. Prices of raw materials that are harvested annually are generally fixed for a full year. Prices for certain other products, such as fish, dairy products and potatoes, are fixed for several months in line with seasonality and/or industry practice.
Additionally, we are accelerating relevant R&D projects; diversifying our fish species, expanding our poultry platform across our existing markets and developing other categories such as “future core” and expanding our vegetables category to create a broader range of options for our consumers.
Logistics
Our distribution network is made up of our manufacturing facilities, warehouses, local distribution centers and third-party providers of services (such as co-packers & transport). We outsource the majority of our distribution processes to third parties seeking to collaborate with shared sites and integrated transport networks. Our distribution network is well consolidated and aligned with our manufacturing footprint in the UK, Ireland, Germany, Italy, Sweden, France, Norway, Spain, Croatia and Serbia. From our manufacturing plants, our products are sent to regional distribution centers to be further distributed to local markets. Our primary distribution centers are used to consolidate both local production and imported products to be sold locally. These sites include Wisbech in the UK, Naas in Ireland, Reken in Germany, Capua, Latina and Parma in Italy, Bjuv in Sweden, Brussels in Belgium, Vantaa in Finland, Froneri in Switzerland, Vienna in Austria, Lognes in France, Tonsberg and Moss in Norway, Lisbon in Portugal, Madrid in Spain, Podgorica in Montenegro, Skopje in North Macedonia, Milosheve in Kosovo, Szada in Hungary, Ljubljana in Slovenia, Sarajevo, Tuzla and Banja Luka in Bosnia & Herzegovina, Novi Beograd and Nis in Serbia, and Zagreb, Osijek and Slavonski Brod in Croatia.
Seasonality
Our sales and working capital levels have historically been affected to a limited extent by seasonality. In general, sales volumes for savory frozen food are slightly higher in colder or winter months and variable production costs and working capital will vary depending on the harvesting and buying periods of seasonal raw materials, in particular vegetable crops. For example, inventory levels typically peak in August to September just after the pea harvest and as a result, more working capital is required during those months. The ice cream business follows a different seasonality to the frozen savory business, with stronger performance through the summer months.
Sustainability Strategy
The way in which food is produced, packaged, shipped and eaten has a major impact on the health of people and the planet. Food systems account for over one-third of global greenhouse gas emissions (FAO, 2021), 70% of global water usage (CERES, 2021), and are the number one driver of biodiversity loss (UNEP, 2021).
We believe the food industry plays a pivotal role in transforming the food system to ease pressure on resources while building resilience and inclusivity, helping to meet the challenge of feeding a global population estimated to be 8.5 billion by 2030 (UN, 2024). And we believe it can do this in a way that delivers delicious, healthy and nutritious food to consumers. This aligns closely with our purpose, making mealtimes better with the goodness of frozen food.
Consumers, retailers, and stakeholders are increasingly asking for brands that are more sustainable. As a company whose brands are accessible to mainstream consumers, we have a unique opportunity to influence everyday choices and promote sustainable diets. We do this by working proactively and collaboratively to deliver strong, sustainable financial performance to help us grow and by making an impact across the three key pillars of our “Appetite for a Better World” sustainability strategy:
1. Better Sourcing
2. Better Nutrition
3. Better Operations
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Our portfolio is centered around great tasting and affordable fish, chicken, vegetable, and plant-based products with the majority of our products qualify as a healthier meal choice – well above the industry average. Freezing is a natural way of preserving food that locks in nutrients and helps to reduce food waste and we are proud of the role that we are playing to make healthier, more sustainable food available to everyone.
Our sustainability strategy is embedded into our business planning processes and is informed by perspectives from internal and external stakeholders, including our Sustainability Advisory Board, customers, suppliers, peer benchmarking and our Sustainability functional risk assessment (see also Risk Factors – Failure to adequately address current and emerging sustainability risks, including environmental, social and governance (“ESG”) matters, could have a material adverse effect on our business, financial condition and results of operations).
We have established clear, time-bound targets aligned with the UN’s Sustainable Development Goals. We regularly engage with key stakeholders – many of whom we’ve partnered with for decades – to help us deliver on our targets and drive learning and progress.
We are proud of how our teams are working together to drive progress. We are honored to be included in this year's S&P Global Sustainability Yearbook as Member in Food Products industry. The distinction reflects our company’s relative performance in the S&P Global Corporate Sustainability Assessment (CSA) and is based on our 2025 CSA Score of 62/100, as of 5 February 2026.
A summary of key activity under each pillar of our sustainability strategy is outlined below with further information available within our annual Sustainability Report and Modern Slavery Act statement.
1. Better Sourcing
•We have a diverse supply chain that spans from fisheries to farming and sustainability is at the heart of our approach to sourcing, from ensuring sustainable fishing and responsible aquaculture along our value chain, to sourcing high risk crops in a sustainable way and improving the welfare of animals throughout the supply chain. As a major purchaser of fish, seafood and vegetables across Europe and beyond, we can help to drive change in how food is produced and, together with our suppliers and partners, make a meaningful contribution to global efforts to tackle the climate crisis.
•We prioritize fish and seafood sourced from Marine Stewardship Council (MSC) and Aquaculture Stewardship Council (ASC) certified suppliers to ensure it meets strict requirements related to stock management, impact on eco-habitats, bycatch and a range of other risk areas.
•For agricultural crops we use the Sustainable Agriculture Initiative Platform (SAI Platform)'s global Farm Sustainability Assessment (FSA) to measure progress against our target to source all of our vegetables, potatoes, fruit and fresh herbs through sustainable farming practices.
•We are committed to ethical trading, sourcing, and procurement, upholding international standards. Our Supplier Code of Conduct applies to all our supply chain partners and includes requirements on human rights, workplace health and safety, fair business practices, and traceability. We also require our direct suppliers to register on Sedex, one of the world’s largest collaborative platforms for sharing responsible sourcing data on supply chains.
•We believe we are in compliance with all relevant environmental laws and regulations and expect our suppliers to do the same.
2. Better Nutrition
•Globally and across Europe, obesity levels are rising, and populations are consuming inadequate intakes of vegetables, fruits, fiber, essential fatty acids and certain micronutrients. This comes with an enormous health, well-being and financial toll for individuals and societies. The world needs a transformed food system: one that supports sustainable, nutritionally balanced diets for all.
•As a company, we are committed to meeting increasing consumer demand for accessible nutritious food. We are led by nutrition science. Our robust governance, transparency and
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portfolio supports our purpose to make mealtimes better with the goodness of frozen food. We seek to maintain our health credentials through the application of scientifically robust measures including nutrient profiling and front-of-pack nutrition labelling. We are food industry experts on nutrition and manufacturing healthy options at scale and are champions of product reformulation with a focus on both reducing nutrients of public health concern as well as increasing the positive nutrition our products deliver.
•We want to grow the proportion of our sales that come from objectively healthy products, and to drive impactful nutritional improvement.
•Our "Ingredient Selection Policy" outlines our approach to ingredient selection to ensure that all new frozen food products are free from flavor enhancers, artificial flavors and artificial colorants and that all new ice cream products are fee from artificial colorants. Our approach to ingredient selection ensures we meet consumer demand for more familiar ingredients.
3. Better Operations
•According to the United Nation’s Food and Agriculture Organization (FAO) the food system contributes a third of global greenhouse gas emissions and is vulnerable to the impacts of climate change. Consequently, as a large food company, we have a critical role in playing our part to reduce greenhouse gas emissions across our value chain.
•Our Environment Policy sets out our commitment to measure, manage and mitigate our environmental impact. Furthermore, in 2025 the Science Based Targets initiative (SBTi) validated our 2050 net-zero and renewed near-term (2033) greenhouse gas emissions reduction targets across our operations and supply chain. The new targets advance the goals the Company previously set in 2021.
•To assess progress against our targets we measure our corporate carbon footprint annually by calculating total Scope 1,2, and 3 emissions. Our footprint covers our own operations, all owned and third-party warehousing and inbound and outbound logistics of finished goods.
•In 2020 we joined the global fight against food waste initiative 10x20x30, which unites the world’s largest food retailers and providers to reduce food waste. For our legacy business (that which excludes the acquisition of Findus Switzerland and the Adriatic business) we have reduced edible food waste by over 30% since 2015.
•We consider the total packaging system when designing packaging, recognizing that it plays an important role in terms of food safety, convenience, as well as sustainability. Our Policy on Packaging outlines our commitment to reduce packaging volumes, use recyclable packaging materials and promote reuse and circularity. We aim to use sustainably managed virgin paper and FSC or PEFC certified suppliers for our packaging materials. Wherever possible, we incorporate recycled materials, however legislation in all our markets limits the use of recycled materials from mainstream mechanical recycling for food packaging.
•We continue to strive for safety excellence and our vision towards zero harm to our employees, contractors, and visitors. In 2025, we continued to build solid foundations in our proactive approach to safety risk mitigation. We can broadly split our activity into two areas, investment in risk reduction in our facilities and a continuation to embed our safety culture.
•Our mission is to inspire, empower and equip our teams to be successful, so that everyone can learn, develop, and grow and have rewarding work experiences. This includes helping our employees to nurture their health and well-being and measuring how we are doing as part of our "Our Voice" employee survey.
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Information Technology
Our IT systems are critical to operating and growing our business, in particular to our general operations, logistics and commercial functions, as well as enabling work from hybrid locations. We have two SAP tool kits, one supporting our Adriatic business and one supporting all other markets. These underpin the processes that support all of our operations and management reporting across countries, with new tools being introduced to support Sales planning, Customer Relationship Management and Net Revenue Management activities.
The IT architecture is designed as a consolidation platform enabling integration of future acquisitions, whereby we can extend our current architecture to acquisitions to standardize, simplify and automate processes where and when it makes sense to do so.
We believe that the role of data and analytics will continue to increase in importance in decision-making, and we therefore intend to continue to enhance our capability to use such data and analytics in our decision-making process. Our cyber security capability has increased with multiple tools and protection being implemented as well as training across the Company.
The Company is undertaking a business transformation program, which includes business process optimization work. The program aims to modernize the end-to-end processes to support current and future complex and evolving business needs. Among the many changes, the program will move the operating model for our existing business to a cloud-hosted solution, which better deploys new services to the business and end users, including application management, supporting a diverse workforce across multiple locations and languages, as well as deploying artificial intelligence assisted tools. Additionally, we utilize an outsourced service provider, maintaining best in class IT cost alongside improved capability to scale in line with business developments.
Details of the Company's approach to Cybersecurity can be found in Item 16K Cybersecurity.
Intellectual Property
As a brand-led business, intellectual property (“IP”) remains a core focus for the Company.
The Company now has over 1600 trademarks, over 45 registered designs and 23 registered and pending patents across the commercial territories of interest to us globally.
Our IP is managed centrally by our Legal team in close collaboration with a specialist team of trade mark & patent attorneys and IP solicitors in respect of trade mark, design and patent protection and enforcement of our IP rights around the world. In particular, there are specific strategies in place to maintain, protect and enforce our core central brands including Captain and Nomad Foods in the Company's commercial territories of interest. Likewise, we monitor, protect and enforce our rights in all brands including Birds Eye, iglo, Findus, Frikom, Ledo, Green Cuisine, Aunt Bessie's, Goodfella's, La Cocinera and Belviva, across the UK and Europe.
The dedicated drive to protect the Company’s innovations and new technologies continues - the business now has 23 pending or registered patents in place across the UK and Europe and there is a continued focus on the protection of the business' trade secrets.
Material Contracts
Each material contract to which we have been a party for the preceding two years, other than those entered into in the ordinary course of business, is listed as an exhibit to this annual report and is summarized elsewhere herein.
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Pensions
We operate a number of different pension schemes across our various countries of operation, the majority of which are defined contribution schemes. We operate defined benefit pension plans in Germany, Sweden, Italy, Switzerland and Austria which are all closed to new entrants, as well as various defined contribution plans in other countries, the largest of which include Sweden and the UK. Long term service awards and other employee benefits are also in operation in a number of countries.
Regulatory Matters
Our activities are subject to laws and regulations regarding food safety, the environment and occupational health and safety.
Food Safety Regulation
As a manufacturer of foods intended for human consumption, we are subject to extensive legislation and regulation both from the European Union, the EU Member States and European free trade association (EFTA) members, UK adopted legislation and other European countries in which we operate. For the European Union, the European Commission, Directorate-General for Health and Food Safety is responsible for EU policy on food safety and health and for monitoring the implementation of related laws. The European Food Safety Authority advises the European Commission, the European Parliament and the EU Member States on food safety matters. EU Member States must ensure adequate enforcement, control and supervision of principles set forth in numerous EU Directives and Regulations and may be allowed to maintain or establish more stringent measures in their own legislation. Other European countries may follow the EU Directives and Regulations as is the case currently in the UK through the adopted legislation process following Brexit, but it may be that there are additional regulations to comply with on a country by country basis. We expect the UK to start generating its own regulatory matters as time progresses, in which case we may be subject to additional regulatory requirements. These regulations govern the composition, manufacture, storage, handling, packaging, labeling, marketing and safety of our products. These regulations generally impose on food business operators an obligation to ensure that the operations under their control satisfy the relevant food law requirements and impose a mandatory traceability requirement along the food chain. The tracing information must be kept for a period of five years and upon request, must be made available to the relevant authorities.
In addition, we are subject to specific food hygiene legislation that establishes rules and procedures governing the hygiene of food products. This legislation sets forth specific rules governing the proper hygiene for food products of animal origin and sets forth microbiological criteria for food products. In addition, there are a number of other specific EU, adopted UK and local country requirements relating to specific matters such as contaminants, packaging materials and additives. The Brexit Trade Agreement has resulted in substantial delays at Border Control Points for all food businesses due to the new level of documentation and checking which accompany food shipments across the UK to the EU, albeit that these have now broadly dissipated as businesses have become accustomed to the required paperwork and diligence required to move goods. In October 2023, the UK and EU introduced the Windsor Framework which also layers on further restrictions in trade due to the requirement to label primary packaging with a “not for EU” label. This restricts which goods can move from the UK to the EU and will require us to run smaller volume production runs to continue supply into Europe.
We are also subject to a broad range of European directives and regulations and local country requirements regarding the manufacture and sale of frozen foods for human consumption. These directives and regulations define technical standards of production, transport and storage of frozen foods intended for human consumption and require us to assure internal quality control at each stage of the “cold chain” and to implement any standards, as established by public authorities. These directives and regulations have in all areas of food safety been translated into UK statutory instruments as written, the predicted review of this legislation in the UK has been halted and all existing EU legislation has been passed into law with no further changes at this time.
Listed below are the various internal due diligence procedures we have established to ensure continuous compliance with all relevant regulatory and food safety standards:
•Implementing food hygiene principles across all production sites in accordance with food hygiene regulations;
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•Annual external auditing of our production sites conducted by independent compliance companies applying the Brand Reputation Compliance Global Standard for Food Safety Issue 9, or its European equivalent the International Food Standard, both of which are aligned to the Global Food Safety Initiative driven by the Consumer Goods Forum;
•Maintaining a risk-based microbiological and contaminant screening program for due diligence; and
•Holding monthly regulatory updates to assess emerging risk areas, update policies and review outstanding issues as part of the quality forum meeting which is attended by functional heads.
Tariffs and Trade
We are subject to specific trade requirements regarding products of animal origin, including fish and poultry, two of our main ingredients in our products.
Food Labeling Regulation
Pre-packaged food products must comply with provisions on labeling, which are harmonized throughout the European Union. Under the Food Information for Consumers Regulation nutrition labeling is mandatory unless exempted.
In addition to general and nutrition requirements, pre-packaged food products must bear a declaration via a manufacturing or packaging lot reference, which is a harmonized system throughout the European Union. The lot reference allows consumers and businesses to trace the product in the event of a product withdrawal or recall. Similar structures are in place in the UK, EEA and Serbian markets.
There are also specific labeling requirements for certain ingredients we use in our products. Local laws may also impose additional requirements with which we must comply.
Packaging
Our packaging protects the product against contamination, is designed to optimize logistics, helps with portion sizes, carries information for customers, and, by maintaining the quality of products for the duration of their shelf life, also helps to reduce food waste. However, packaging, in particular plastic packaging, has been in the spotlight because of its environmental impacts. Poor management of recycling or waste disposal of plastic packaging can result in plastic leaking from the waste management cycle into the ocean, threatening the lives of sea birds and marine animals, and disrupting ecosystems.
We primarily design our packaging around food safety needs and environmental impact concerns, ensuring that the packaging protects the product but does not waste natural resources. Our focus is on moving to recyclable materials. However, in some places we do need to use flexible materials such as plastic where innovation is required to find recyclable alternatives.
To stay ahead, we continuously search for emerging technologies, monitor evolving regulations, and build plans aligned with future requirements. Our goal is to ensure packaging solutions meet safety standards, minimize resource use, and advance circularity.
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Environmental Law
The European Commission, Directorate-General for the Environment is responsible for EU policy on the environment and for monitoring the implementation of related laws. The European Union has issued numerous directives relating to environmental protection, including those aimed at improving the quality of water, addressing air and noise pollution, assuring the safety of chemicals and setting standards for waste disposal and clean-up of contamination. European directives are given effect by specific regulations in Member States and applicable regulations have been implemented in each of the countries in which we conduct our manufacturing activities. In addition, there may also be further regulations implemented at a country level in other countries in which we operate. Accordingly, our facilities must obtain permits for certain operations and must comply with requirements relating to, among others, water supply and use, water discharges and air emissions, solid and hazardous waste storage, management and disposal of waste, clean-up of contamination and noise pollution. For all of our facilities we track compliance against permit and license conditions and we have reporting standards as well as an internal escalation process for significant environmental events. Environmental events are reported to the Executive team on a monthly basis and any environmental legal action is escalated through the Risk Committee.
We are also subject to legislation designed to reduce energy usage and carbon dioxide emissions and also restrictions on the use of ozone depleting substances such as hydrochlorofluorocarbons ("HCFCs"). HCFCs are used in refrigeration systems and their use will be phased out as part of our normal maintenance, repair and replacement activities and we do not expect a need for significant incremental capital expenditures for this purpose.
Compliance with environmental laws and regulations is managed at the facility level. The majority of our manufacturing facilities have a detailed environmental management system which are externally audited on an annual basis for compliance with ISO 14001. In addition, we also track legislative changes at a corporate level to identify any impending changes of material interest. Legislation impacting multiple facilities would be tracked at the Risk Committee. In 2025, we have been formalizing our Environmental Compliance Strategy and have continued the build of our formal Nomad Environmental Management System (EMS).
In addition, under some environmental laws and regulations, we could be responsible for contamination we may have caused and investigating or remediating contamination at properties we own or occupy, even if the contamination was caused by a prior owner or other third party or was not due to our fault, and even if the activity which resulted in the contamination was legal at the time it occurred. We track all losses to the environment that may result in an onsite or offsite impact. Depending on severity of the incident the event may be escalated to the Risk Committee. In 2025 there were no loss events resulting in contamination of the environment.
Occupational Health and Safety
The safety and health of our employees is the number one priority for the business. In 2025, we set a number of challenging targets for lagging and leading safety metrics within our operations. Overall, in leading indicators we performed better than our targets. We succeed in reducing the number of injuries sustained within our supply chain and across the business.
In 2025 we completed our Company-wide safety expansion, bringing visibility of our safety program to all parts of the business. This has included:
•Integration of safety performance into the Regional Director governance process
•Identification of safety champions
•Assessment of legal compliance at our office locations
•Developing a standard for safety in non-manufacturing locations
We continue to develop our Group Safety Management system and are working towards certification to International Standards ISO45001 and ISO50001 at all our Manufacturing Facilities. We are continuing to build a centralized Nomad Safety Management System to ISO45001 standards and this year we have built internal standards for electrical safety, permit to work and agricultural.
We have a legal responsibility to protect the health and safety of our employees, customers and any other persons who may be affected by our operations and aim to meet the European Framework Directive on Safety and Health at Work (89/391 EEC). We continually strive to comply with the local and European legislation in all
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the countries we have a presence and we have a central risk register to monitor changing legislation across all of our operations.
We understand the value of education and engagement in sustaining a strong safety culture and we have harnessed opportunities to bring visibility to our workforce through published stories, webcasts, town hall events and centralized safety training.
In addition, we have a central safety and environmental software system. This system provides visibility and escalation of incidents and accidents across the business. Linked to this is the deployment of our investigation standard and root cause tools. Our software provides greater data and action closure transparency and includes functionality for all employees to raise unsafe conditions and unsafe behaviors.
Our Safety, Health and Environment internal audit program applicable to all of our manufacturing locations, assesses our safety, health and environmental risks. By the end of the year, six audits were complete consisting of two first time audits and 4 re-audits. Audit actions are tracked to closure to ensure we are addressing risks and improvement opportunities.
We strive to ensure that dangerous articles and substances are transported, stored and used safely; provide adequate welfare facilities; provide workers with the information, instruction, training and supervision necessary to preserve and improve their health and safety; and consult with workers on health and safety matters.
Compliance Programs
We have established policies and procedures aimed at compliance with applicable legislation and regulations, including policies for Anti-Bribery and Corruption as well as Trade Sanctions. Our Code of Business Principles as our framework policy is designed to ensure compliance with applicable legal and regulatory requirements to drive a strong compliance culture throughout all of our operations. A breach of the Code of Business Principles can lead to disciplinary action, up to termination of employment.
Our Safecall reporting line, which is operated by an external service provider, allows employees and third parties to report issues or ethical concerns anonymously. Compliance at the local level is based in large part on building strong local companies and developing a proper approach in coping with operational dilemmas within the boundaries of applicable laws and responsible conduct. Local management, assisted by the Internal Audit department, carries out reviews to identify compliance risks and to ensure that adequate procedures to manage those risks are in place. We continually analyze and assess changes in applicable laws and regulations, and implement appropriate adaptations when necessary.
Insurance
We have a comprehensive Global Insurance Program covering all territories that the organization operates within and undertake regular risk reviews. We continually assess business risks as part of the review to ensure we maintain an effective insurance program covering risk exposures.
The Global Insurance Program encompasses coverages such as directors and officers, property damage and business interruption, public liability, product liability, employer's liability, personal accident and travel, advertising and motor.
Human Capital management
1.Leadership Development and Talent Management
Recruiting, developing and engaging our workforce is critical to executing our strategy and achieving business success. The board oversees and is updated on the company’s leadership development and talent management strategies designed to recruit, attract, develop and retain business leaders who can drive financial and strategic growth objectives and build long-term shareholder value. The board has also reviewed succession plans for the Chief Executive Officer, Executive team and direct reports. Most recently, during 2025, our board reviewed the succession plans for our Chief Executive Officer and announced the appointment of Dominic Brisby as our Chief Executive Officer effective as of January 1, 2026.
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2. Culture and Employee Engagement
The board is keenly interested in ensuring that the company maintains and promotes a culture that fosters the values, behavior and attributes necessary to advance the company’s business strategy and purpose and encourage employee engagement and commitment. We regularly seek colleagues views and feedback on how successfully we are doing this through our employee survey and through the quarterly all colleagues' engagement sessions with the Executive team.
3. Human Capital Management
The efficient production of high-quality products and successful execution of our strategy requires a talented, skilled and engaged team of employees. We aim to give our colleagues training to do their jobs, as well as opportunities to expand their skills and contributions over time. We are also committed to maintaining a safe and secure workplace for our employees and have recently set specific safety standards to identify and manage critical risks. We prohibit workplace discrimination, and we do not tolerate abusive conduct or harassment. We also believe that respect for human rights is fundamental to our purpose of Making mealtimes better with the goodness of frozen food and to our commitment to ethical business conduct. Our code of Business Conduct is set out in our ‘Code of Business Principles’ and is available on our website.
4. Diversity and Inclusion
We believe that fostering a culture of inclusion and belonging strengthens our ability to recruit talent and allows all of our employees to thrive and succeed. We actively cultivate a culture that acknowledges, respects and values all dimensions of diversity - including gender, race, sexual orientation, ability, backgrounds and beliefs. Ensuring diversity of input and perspectives is core to our business strategy, and we are committed to recruiting, retaining, developing and advancing a workforce that reflects the diversity of the consumers we serve. We have an active Inclusion plan and are working to embed our culture of inclusion and belonging into our day-to-day ways of working through: Shine (Support program aimed at improving internal female talent pipeline), a growing number of networks promoting representation and inclusion and enabling our employees to have space for debate and growth and continuing with our program of Inclusive leadership and Inclusive hiring training.
5. Measuring our Human Capital Performance
We welcome the increasing focus on measurement of Human Capital Practice through Indexes such as the Dow Jones Best-in-Class Europe Index (previously the Dow Jones Sustainability Europe Index) and will address the increasing disclosure requirements through our ongoing efforts in sustainability, including data collection and systems.
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C. Organizational Structure
We (Nomad Foods Limited) are a holding company with 50 subsidiaries, all of which are wholly-owned by us. Significant subsidiaries are listed within Note 14 “Subsidiaries” to our consolidated financial statements in Item 18.
D. Property, Plant and Equipment
The following table sets forth information on the main manufacturing sites used by us in our business:
Facility Products Production (ktons) Utilization % Freehold/ Leasehold Footprint
Belgrade, Serbia Ice cream, Pastry Products, Vegetables, Fruits 35 40% Freehold Site: 116,500 m2 Buildings: 8,100 m2
Bremerhaven, Germany Fish Products 86 86% Leasehold Site: 90,000 m2 Buildings: 30,000 m2
Cisterna, Italy Vegetables, Free Flow Meals, Fish Fingers, Sofficini 66 74% Freehold Site: 269,560 m2 Buildings: 69,198 m2
Lowestoft, UK Vegetables, Fish Products, Chicken, Potato, Beef Burgers 113 77% Mixed Site: 99,000 m2 Buildings: 45,000 m2
Naas, ROI Frozen Pizza Products 36 72% Freehold Site: 35,288 m2 Buildings: 5,930 m2
Reken, Germany Vegetables, Free Flow Meals, Ready Meals, Special Foods 83 58% Freehold Site: 118,000 m2 Buildings: 43,000 m2
Zagreb, Croatia Ice cream, Pastry Products 18 27% Freehold Site: 23,129 m2 Buildings: 9,739 m2
For more information on property, plant and equipment see Note 12 “Property, plant and equipment”. We lease our principal executive offices located at Forge, 43 Church Street West, Woking, GU21 6HT, which is 30,339 square feet in size.