The following is a discussion of the financial condition and results of operations for the years ended December 31, 2025 and 2024. Discussion regarding our financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 is included in Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 3, 2025 (the "2024 Form 20-F"). Some of the information contained in this discussion and analysis or set forth elsewhere in this annual report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in Item 3 Key Information-D. Risk Factors of this annual report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. This discussion should be read in conjunction with our audited historical consolidated financial statements and other financial information included elsewhere in this annual report. The historical financial information has been prepared in accordance with IFRS. 48 Overview Nomad operates in the European frozen food market, selling its products primarily to large grocery retailers either directly or through distribution arrangements primarily in the UK, Italy, Germany, France, Serbia and Croatia. These countries represent our top six markets and collectively represented approximately 75% of the total European Savory frozen food markets (in terms of retail sales value) and generated 69% of our revenue in 2025. We also sell our products across western, southern and south-eastern Europe. The brands under which we sell our products are “Birds Eye”, "Aunt Bessie's" and "Goodfella's" in the UK and Ireland, “Findus” in Italy, France, Spain, Sweden, Switzerland and Norway, “iglo” in Germany and other continental markets, "Ledo" in south-eastern Europe and "Frikom" in Serbia and North Macedonia. We currently operate seventeen manufacturing plants, three in Croatia, two in Germany, two in Norway, two in Ireland, two in the UK and one each in Sweden, Spain, Italy, France, Serbia and Switzerland. Financings and Acquisitions Financings On November 6, 2023, the Company's Board of Directors authorized a share repurchase program to purchase up to an aggregate of $500 million of the Company’s ordinary shares. Acquisitions pursuant to the share repurchase program may be made from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions, at the Company's discretion, as permitted by securities laws and other legal requirements. This new program replaces the previous authorization which was established in August 2021 and finished at the end of 2023. The new program will expire at the end of 2026. During 2024, 7,415,614 ordinary shares had been repurchased and canceled in open market transactions at an average price of $17.50 under this authorization. The aggregate gross costs were $129.9 million (€119.6 million) and directly attributable transaction costs of €0.1 million were incurred. During 2025, 14,038,161 ordinary shares had been repurchased and canceled in open market transactions at an average price of $15.64 under this authorization. The aggregate gross costs were $219.0 million (€194.7 million), which includes directly attributable transaction costs of €0.3 million. As at December 31, 2025, there remained $151.6 million of repurchase authority under the current share repurchase program. On February 2, 2024, the Company closed on the repricing of its EUR Term Loan B, which at the time had principal outstanding of €130 million, due 2029. Following the closing, the margin on the Term Loan was reduced by 0.75% to EURIBOR plus 2.75%. On May 7, 2024, the Company closed on the repricing of its USD Term Loan B, which at the time had principal outstanding of $693 million, due 2029. Following the closing, the margin on the Term Loan was reduced by 0.5% to SOFR plus 2.5%. On November 10, 2025, the Company completed a refinancing of its syndicated loans. The USD Term Loan B with principal outstanding of $679.1 million due 2029, was repaid and replaced by a new USD Term Loan of $620.0 million due 2032, bearing interest at SOFR plus 2.5%. The EUR Term Loan facilities of €553.0 million due 2028 and €130.0 million, due 2029 and bearing interest at EURIBOR plus 2.5% and 2.75% respectively, were repaid and replaced by a new EUR Term Loan of €880.0 million bearing interest at EURIBOR plus 2.5%, due 2032. The Company has a revolving credit facility of €175.0 million (the "Revolving Credit Facility") which is due 2032, although this date will be shortened to December 2027 if the Senior Secured Notes are not extended at least six months before their due date in June 2028. The Revolving Credit Facility attracts a margin of 2.25% per annum, that may be adjusted subject to a leverage ratchet. The Revolving Credit Facility may be utilized to support working capital requirements, including letters of credit and bank guarantees. Recently Issued and Not Yet Adopted Accounting Pronouncements under IFRS Information relating to “IFRSs recently issued and not yet adopted” are described in Note 2 to the Financial Statements. 49 A. Operating Results Selected Financial Data The following table sets forth selected historical consolidated financial and other data for the Company for the periods presented. The selected historical consolidated financial data below should be read in conjunction with our Audited Consolidated Financial Statements and related notes (Item 18), as well as Item 4: Information on the Company and Item 5: Operating and Financial Review and Prospects of this annual report. The statement of income data for the Fiscal 2025 Year and Fiscal 2024 Year have been derived from our audited consolidated financial statements included elsewhere in this annual report. Overview of Results Year ended December 31, 2025 Year ended December 31, 2024 €m €m Statement of Income data: Revenue 3,032.5 3,099.8 Cost of sales (2,209.5) (2,182.0) Gross profit 823.0 917.8 Other operating expenses (419.2) (461.3) Exceptional items (78.4) (69.5) Operating profit 325.4 387.0 Finance income 16.2 30.1 Finance costs (196.3) (139.2) Net finance costs (180.1) (109.1) Profit before tax 145.3 277.9 Taxation (8.6) (50.8) Profit for the year 136.7 227.1 The table below presents certain additional key performance indicators: Year ended December 31, 2025 Year ended December 31, 2024 (€ in millions, except percentages) €m €m Adjusted Gross Margin(1) 27.5 % 29.6 % Adjusted EBITDA(2) 522.7 565.1 Adjusted EBITDA Margin(3) 17.2 % 18.2 % (1)Adjusted Gross Margin. Represents Adjusted Gross Profit as a percentage of revenue for the relevant period. Adjusted Gross Profit and Adjusted Gross Margin exclude accelerated depreciation associated with restructuring programs. Adjusted Gross Profit and Adjusted Gross Margin are non-IFRS financial measures and you should exercise caution in comparing our Adjusted Gross Profit and Adjusted Gross Margin with similarly titled measures of other companies, as the definition may not be comparable. (2)Adjusted EBITDA. EBITDA is profit or loss for the period before taxation, net financing costs, depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude, when they occur, the impacts of exited markets, acquisition purchase price adjustments, and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges and other unusual or non-recurring items. In addition, we exclude other adjustments such as the impact of share-based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted EBITDA provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis. Accordingly, the information has been disclosed in this annual report to permit a more complete and comprehensive analysis of our operating performance. You should exercise caution in comparing our Adjusted EBITDA with similarly titled measures of other companies, as the definition may not be comparable. Adjusted EBITDA is a non-IFRS measure and you should not consider it as an alternative or substitute to profit/(loss) for the period, determined in accordance with IFRS, as an indicator of the Company’s operating performance. 50 (3)Adjusted EBITDA Margin. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue for the relevant period. Adjusted EBITDA margin is a non-IFRS measures and you should not consider it is an alternative or substitute to operating profit margin as a measure of operating performance. The following table reconciles revenue to Adjusted Gross Profit and Adjusted Gross Margin for the periods presented: Year ended December 31, 2025 Year ended December 31, 2024 €m €m Revenue 3,032.5 3,099.8 Cost of sales (2,209.5) (2,182.0) Gross Profit 823.0 917.8 Gross Margin (1) 27.1 % 29.6 % Cost of sales adjustments (2) 9.9 — Adjusted Gross Profit 832.9 917.8 Adjusted Gross Margin (3) 27.5 % 29.6 % (1)Gross margin represents gross profit as a percentage of revenue for the relevant period. (2)Cost of sales adjustments relate to incremental depreciation related to assets impacted by the planned closure of a factory in Sweden as part of the Company’s multi-year supply chain network optimization program. (3)Adjusted Gross Margin represents Adjusted Gross Profit as a percentage of revenue for the relevant period. The following table reconciles profit for the year to Adjusted EBITDA for the relevant period as follows: Year ended December 31, 2025 Year ended December 31, 2024 €m €m Profit for the year 136.7 227.1 Taxation 8.6 50.8 Net financing costs 180.1 109.1 Depreciation and amortization 109.4 96.9 Exceptional items (1) 78.4 69.5 Other add-backs (2) 9.5 11.7 Adjusted EBITDA 522.7 565.1 (1)Elimination of exceptional items which management believes do not have a continuing impact. Details of what has been identified as exceptional is included in the Results of Operations for each reporting period as set out in this item and in Item 5 of the 2024 Form 20-F. (2)Represents the elimination of share-based payment charges and related employer payroll expense of €8.4 million (2024: €10.4 million) and elimination of non-operating M&A related costs of €1.1 million (2024: €1.3 million). We exclude these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. Description of Key Line Items and Certain Key Performance Indicators Set forth below is a brief description of key items from our consolidated statements of income. For additional information, see Note 3 to our audited consolidated financial statements which appear elsewhere in this annual report. 51 Revenue. Revenue is comprised of sales of goods after deduction of discounts and sales taxes. It does not include sales between Nomad subsidiaries. Discounts given by us include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. At each end date of a reporting period, any discount incurred, but not yet invoiced, is estimated and accrued. Revenue is recognized when control of the products has transferred, being when the products are delivered to the customer in accordance with the contractual arrangements. This is usually upon either the dispatch of a shipment or the delivery of goods to the customer but is dependent upon contractual terms that have been agreed with a customer. Sales discounts incurred but not yet invoiced are established based on management’s best estimate at the end of the reporting period. Cost of Sales. Cost of Sales are comprised of the cost of the inventories and distribution costs. Cost of inventories includes expenses related to the procurement and purchase of raw materials, as well as conversion costs including labor costs, depreciation of production assets, fuel, electricity, equipment maintenance and inspection. Other Operating Expenses. Other operating expenses are comprised of advertising and promotions and indirect costs. Indirect costs include staff costs, selling and marketing expenses, administration expenses, research and development expenses, amortization of software, amortization of brands and other expenses. Exceptional items. The separate reporting of exceptional items, which are presented as exceptional within the relevant income statement category, helps provide an indication of our underlying business performance. Exceptional items have been identified and adjusted by virtue of their size, nature or incidence. In determining whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. Finance Income. Finance income is comprised of interest income, other financing related income and net foreign exchange gains on translations of financial assets and liabilities held for financing purposes in currencies other than the Company’s functional currency. Finance Costs. Finance costs are comprised of interest expenses, net interest on net defined pension plan obligations, amortization of debt discounts and borrowing costs, net foreign exchange costs on translations of financial assets and liabilities held for financing purposes in currencies other than the Company’s functional currency, financing costs incurred as a result of amendments of debt terms and other financing related costs. Taxation. Taxation is comprised of current tax expenses and deferred tax movements. Gross Margin. Gross margin is gross profit as a percentage of revenue. We also utilize certain additional key performance indicators, as described below. We believe these measures provide an important alternative measure with which to assess our underlying operating performance on a constant basis. Our calculation of Adjusted EBITDA and Adjusted EBITDA margin may be different from the calculations used by other companies and therefore comparability may be limited. Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures and you should not consider them an alternative or substitute to operating profit or operating margin as a measure of operating performance. Adjusted Gross Margin. Adjusted Gross Margin represents Adjusted Gross Profit as a percentage of revenue for the relevant period. Adjusted Gross Profit and Adjusted Gross Margin exclude acquisition purchase price adjustments within cost of goods sold. Adjusted EBITDA. Adjusted EBITDA is profit or loss for the period before taxation, net financing costs, depreciation and amortization, adjusted to exclude, when they occur, the impacts of exited markets, acquisition purchase price adjustments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges and other unusual or non-recurring items. In addition, we exclude other adjustments such as the impact of share-based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted EBITDA provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis. Adjusted EBITDA Margin. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of revenue. 52 Currency Our consolidated financial statements have been presented in Euro, which is our functional and presentational currency. Unless specifically stated otherwise herein, transactions in foreign currencies have been translated at the foreign exchange rate at the date of the relevant transaction. Changes in foreign currency rates have a translation impact on our reported operating results. A significant portion of our operations have functional currencies other than Euro (including Pound Sterling, Norwegian Krone, Swedish Krona, Serbian Dinar and Swiss Franc amongst others). In preparing our financial statements, translations in currencies other than our functional currency are recognized at the rates of exchange prevailing at the dates of transaction. Accordingly, our results for each of the periods presented below have been impacted by fluctuations in foreign exchange rates. Where material, the impact of translation of currency on results has been provided. For a discussion on strategies to mitigate the effect of these fluctuations see Note 29 "Financial risk management". Results of Operations for the Year Ended December 31, 2025 and the Year Ended December 31, 2024 Year ended December 31, 2025 Year ended December 31, 2024 Statement of Income data: €m €m Revenue 3,032.5 3,099.8 Cost of sales (2,209.5) (2,182.0) Gross profit 823.0 917.8 Other operating expenses (419.2) (461.3) Exceptional items (78.4) (69.5) Operating profit 325.4 387.0 Finance income 16.2 30.1 Finance costs (196.3) (139.2) Net finance costs (180.1) (109.1) Profit before tax 145.3 277.9 Taxation (8.6) (50.8) Profit for the year 136.7 227.1 Revenue for the year ended December 31, 2025 was €3,032.5 million (year ended December 31, 2024: €3,099.8 million). The 2.2% decrease in revenue was driven by a decrease in organic revenue of 1.9%, a measure which excludes the impact of translational foreign exchange compared to the year ended December 31, 2024. Gross profit, defined as revenue offset by cost of sales, decreased €94.8 million to €823.0 million for the year ended December 31, 2025 from €917.8 million for the year ended December 31, 2024. The decrease in gross profit was driven by the decrease in revenue and gross margin. Gross Margin, defined as gross profit as a percentage of revenue, decreased by 250 basis points to 27.1% from 29.6% in the year ended December 31, 2024 primarily due to: •A 50 basis points decrease from pricing, promotional investments and product mix. •A 350 basis points decrease due to supply chain inflation. •A 190 basis points increase due to supply chain productivity. •A 40 basis points decrease due to incremental depreciation related to assets impacted by the planned closure of a factory in Sweden as part of the Company’s multi-year supply chain network optimization program. 53 Other operating expenses decreased to €419.2 million for the year ended December 31, 2025 (year ended December 31, 2024: €461.3 million). The decrease of €42.1 million was driven primarily by a contraction in overhead costs linked to the Company's employee incentive program and a single-digit decrease in Advertising and Promotion expense. Exceptional items of €78.4 million were incurred in the year ended December 31, 2025 (year ended December 31, 2024: €69.5 million). The majority of these expenses relate to the multi-year, enterprise-wide transformation and optimization program that began in 2020 of €53.2 million, which includes a non-cash expense of €9.5 million for the derecognition of capitalized ERP development costs (year ended December 31, 2024: €68.0 million). In 2025, a further €21.9 million was expensed for an enterprise-wide restructuring program relating to non-factory operations, and €3.1 million was expensed from the initiation of a supply chain network optimization program. The balance relates to a net expense from the settlement of legacy matters of €0.2 million (year ended December 31, 2024: €1.5 million). Net finance costs of €180.1 million in the year ended December 31, 2025 (year ended December 31, 2024: €109.1 million) include €109.0 million of interest payable on long term borrowings, lease liabilities and other cash pay interest expenses net of hedges (year ended December 31, 2024: €106.5 million), a financing loss recognized from debt transactions of €75.9 million (which comprises a charge of €48.9 million from the write-off of deferred transaction costs and unrealized gains from previous repricing transactions, €20.1 million of transaction costs, a €5.6 million non-cash loss on settlement, as well as a charge of €1.3 million relating to the recognition of deferred losses on cross currency interest rate swaps where the hedged cash flows are no longer expected to occur) (year ended December 31, 2024: net financing gain of €14.4 million), €6.1 million of amortization of capitalized debt discounts and borrowing costs (year ended December 31, 2024: €7.0 million) and €5.3 million of other interest and finance costs (year ended December 31, 2024: €4.7 million). This is offset by finance income of €6.2 million (year ended December 31, 2024: €10.0 million) and a gain of €10.0 million resulting from the translation of foreign currency-denominated financial assets and liabilities into Euros (year ended December 31, 2024: loss of €20.6 million). In the year ended December 31, 2024, a further gain of €5.7 million was recognized from the reversal of impairment on short-term investments. There was a tax charge in the year ended December 31, 2025 of €8.6 million based on the underlying taxable profits. A taxation charge of €50.8 million was recognized in the year ended December 31, 2024. This difference is principally caused by the recognition of unrecognized deferred tax assets as well as a reduction in uncertain tax provisions, primarily driven by the release of provisions owing to the passage of time. As noted in Item 3D. Risk Factors, the future performance of the business is affected by a range of governmental economic, fiscal, monetary and political factors. In particular, the ongoing conflict between the Ukraine and Russia, which could have a material impact on the future results of the business. B. Liquidity and Capital Resources Overview We believe that cash flow from operating activities, available cash and cash equivalents and our access to our revolving credit facilities will be sufficient to fund our liquidity and other requirements for at least the next 12 months. At December 31, 2025, we had €500.9 million of total liquidity, comprising €324.8 million in cash and €176.1 million of available borrowings under our revolving credit facilities. We also continue to expect to be able to raise capital through equity and debt offerings to support the strategic aims of the Company when it is advisable to do so and market conditions allow. In addition, we may enter into working capital related facilities including receivables financing, reverse factoring and supply chain financing to support the requirements of the business. Our principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures, debt service, dividends and share repurchases, as well as to identify and effect strategic acquisitions. As a holding company, we depend on our receipt of cash dividends from our operating subsidiaries. For more information, see Item 3D: Key Information - Risk Factors - We are a holding company whose principal source of operating cash is the income received from our subsidiaries. 54 Restricted Cash We had cash and cash equivalents of €324.8 million at December 31, 2025, of which €0.8 million was restricted. This compares with cash and cash equivalents of €403.3 million at December 31, 2024 of which €0.3 million was restricted. Cash may be restricted for reasons including, but not limited to collateral as support for issuance of guarantees. Cash Flows Our primary sources of liquidity for the periods reported were cash flow from operations and financing activities, including borrowings under credit facilities and Senior Secured notes. Our liquidity requirements arise primarily from the need to meet debt service requirements, to fund capital expenditures, to meet working capital requirements and to fund pension and tax obligations. Cash flows generated from operating activities together with cash flows generated from financing activities, have historically been sufficient to meet our liquidity needs and are expected to remain so for the foreseeable future. The following table summarizes net cash flows with respect to our operating, investing and financing activities for the periods indicated: Year ended December 31, 2025 Year ended December 31, 2024 €m €m Net cash flows generated from operating activities 330.7 435.4 Net cash used in investing activities (74.6) (64.4) Net cash used in financing activities (332.1) (366.4) Net (decrease)/increase in cash and cash equivalents (76.0) 4.6 Cash and cash equivalents at end of the period 324.8 403.3 Net Cash from Operating Activities Net cash from operating activities was €330.7 million for the year ended December 31, 2025, compared to €435.4 million for the year ended December 31, 2024. The €104.7 million decrease was mainly due to lower profit and higher tax paid, as well as an outflow in working capital. Tax paid for the year ended December 31, 2025, was €78.1 million compared to tax paid of €49.1 million for the year ended December 31, 2024. The net cash outflow from changes in working capital was €47.5 million in the year ended December 31, 2025, compared to €11.6 million in the year ended December 31, 2024. Net Cash Used in Investing Activities Net cash used in investing activities was €74.6 million for the year ended December 31, 2025, compared to €64.4 million for the year ended December 31, 2024. Payments for property, plant and equipment and intangible assets of €78.5 million were offset by interest received of €3.9 million in the year ended December 31, 2025, compared to payments for property, plant and equipment and intangible assets of €80.3 million, offset by interest received of €10.2 million and redemption of investments of €5.7 million in the year ended December 31, 2024. Net Cash Used in Financing Activities Net cash used in financing activities was €332.1 million for the year ended December 31, 2025, compared to €366.4 million for the year ended December 31, 2024. The net cash outflow in the year ended December 31, 2025 includes interest paid of €111.9 million, lease payments of €34.2 million, dividend payments of €91.3 million and payments of €195.6 million for the repurchase of ordinary shares, which were offset in part from the net receipt of €107.8 million from refinancing activities (which includes cash outflows on the settlement of derivatives). The net cash outflow in the year ended December 31, 2024 included interest paid of €112.2 million, lease payments of €31.3 million, dividend payments of €89.2 million and payments of €118.7 million for the repurchase of ordinary shares. 55 Capital Expenditures Our capital expenditures as of December 31, 2025 consisted, and in 2026 we expect to consist, primarily of expenditures for factory capacity expansion and maintenance, cost savings projects, information systems, innovation, regulatory compliance and other items. Capital expenditure remained at heightened levels in 2025 due to the ongoing execution of our multi-year business transformation program which included the implementation of new systems. Capital commitments as of December 31, 2025 are not considered to be significant and are presented within Note 31 “Capital commitments” to our consolidated financial statements in Item 18. The anticipated source of such funds for such capital expenditures are cash flow from operating activities, available cash and cash equivalents and our revolving credit facilities. The following table sets forth our capital expenditures for the periods indicated, including as a percentage of revenue: Year ended December 31, 2025 Year ended December 31, 2024 €m €m Capital expenditures 78.5 80.3 Capital expenditure as a % of revenue 2.6% 2.6% Funding and treasury policies We use centralized financial management to oversee access to financial markets, monitor and manage financial risks, and control liquid assets. This process is conducted according to a policy that applies to all group entities. All financial risk management strategies employed are for the purposes of risk mitigation and not for speculation. The primary objective of our capital structure management is to maintain a strong financial profile for investor, creditor and customer confidence, and to support the growth of our business. We believe that our liquid assets, together with undrawn credit facilities and projections for future cash flows from operations, are sufficient to support our strategy. Access to external financing markets will be considered if funds are required other than from free cash flow to support the viability and growth of the business (e.g. supporting acquisitions). Debt Senior Facilities Agreement We maintain a syndicated senior facilities agreement with certain finance parties and lenders, originally dated July 3, 2014, as subsequently amended and restated most recently on October 30, 2025 (the “Senior Facilities Agreement”). Citibank Europe Plc, UK Branch, is acting as agent and Kroll Trustee Services Limited is acting as security agent. The Senior Facilities Agreement governs our term loan facilities and our €175 million revolving credit facility. Term Loan Facilities U.S. Dollar Denominated Term Loan Facility The U.S. Dollar (USD) denominated term loan facility as at December 31, 2025 consists of term loans in an aggregate principal amount of $620.0 million. The USD denominated term loans bear interest at a rate per annum equal to term SOFR (subject to a 0.5% floor) plus 2.5%. The USD denominated term loan facility is fully drawn and matures on November 10, 2032. 56 Euro Denominated Term Loan Facilities The Euro (EUR) denominated term loan facilities as at December 31, 2025 consists of term loans in an aggregate principal amount of €880.0 million which bears interest at a rate per annum equal to EURIBOR (subject to a zero floor) plus 2.5%. The EUR denominated term loan facility is fully drawn and matures on November 10, 2032. Revolving Credit Facilities The Senior Facilities Agreement provides for a €175.0 million revolving credit facility, of which up to €50.0 million can be used for the issuance of letters of credit and other ancillary facilities. The revolving credit facility, which is due May 2032, although this date will be shortened to December 2027 if the Senior Secured Notes are not extended at least six months before their due date in due June 2028, bears interest at a rate per annum equal to the underlying reference rate, plus the applicable margin of 2.25% per annum, payable at the end of each interest period. The Revolving Credit Facility also includes a margin ratchet linked to the future leverage of the Company and achievement of linked ESG target KPI's. In addition to the Revolving Credit Facility, the Company also has an aggregate of €4.0 million available through other revolving credit facilities. As of December 31, 2025, there was no cash drawn from the revolving facilities, with €2.8 million outstanding by way of issued letters of credit and bank guarantees. Indebtedness at December 31, 2025 As of December 31, 2025, we had approximately €2,208.1 million (December 31, 2024: €2,116.0 million) of indebtedness outstanding under our term loan facilities and no amounts outstanding under our revolving credit facilities, other than €2.8 million (December 31, 2024: €1.8 million) in relation to stand-by letters of credit and bank guarantees. Terms of the Senior Facilities Agreement The Senior Facilities Agreement contains certain customary operating covenants (certain of which will cease to be applicable if the term facilities reach investment grade status) and other customary provisions relating to events of default, including non-payment of principal, interest or fees, misrepresentations, breach of covenants, creditor process, cross default to other indebtedness of the borrowers and its subsidiaries. If, in respect of any Relevant Period, the aggregate amount of: (i) all Revolving Facility Loans; (ii) drawn Letters of Credit; and (iii) Ancillary Outstanding’s (but excluding Ancillary Outstanding’s by way of undrawn letters of credit and undrawn bank guarantees under the relevant Ancillary Facility) calculated as at the last day of each such Relevant Period, is equal to or exceeds 40% of the Total Revolving Facility Commitments as at such date, Consolidated Leverage Ratio in respect of that Relevant Period shall not exceed 7.25:1. (Each of the foregoing terms is defined in the Senior Facilities Agreement). As of December 31, 2025, we were in compliance with all financial and other covenants contained in our Senior Facilities Agreement. The USD denominated term loans include the requirement to repay 1% of original issued notional, as of the most recent refinancing date, per annum from and including October 10, 2026. Hedging In order to mitigate underlying foreign exchange exposure and mitigate interest rate risk, the Company has entered into a number of cross-currency swaps and interest rate swaps. In exchange for receiving cash flows in U.S. Dollars matching the payments of principal and interest due under the Senior U.S. Dollar debt, the Company pays fixed amounts of interest and principal on notional amounts of EUR. All cross-currency swaps have been designated as a cash flow hedge. In order to mitigate interest rate risk, the Company has entered into a number of interest rate swaps. In exchange for receiving cash flows matching all of the payments of interest due for the first €130.0 million of Senior EUR debt, the Company pays fixed amounts of interest on notional amounts of EUR. These swaps have been designated as a cash flow hedge. 57 Fixed Rate Senior Secured Notes due 2028 On June 24, 2021, the Company through its indirect, wholly-owned subsidiary, Nomad Foods Bondco Plc, repaid the €400.0 million 3.25% senior secured notes due 2024 and completed a private offering of €750.0 million aggregate principal amount of 2.5% senior secured notes due June 24, 2028. Interest on the Notes accrues from the date of issue and is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2022. On July 9, 2021 the Company announced that Nomad Foods Bondco Plc, an indirect, wholly-owned subsidiary of the Company, completed its private offering of €50.0 million aggregate principal amount of additional 2.5% senior secured notes due 2028, representing a tack-on to the €750.0 million aggregate principal amount of senior secured notes due 2028 issued on June 24, 2021, and issued at a price of €100.75. The Fixed Rate Senior Secured Notes are currently admitted to the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market. As of December 31, 2025, we had €800.0 million of Fixed Rate Senior Secured Notes outstanding. The indenture contains customary events of default and customary covenants including limitations on indebtedness, restricted payments, liens, restrictions on distributions from restricted subsidiaries, sales of assets and subsidiary stock, affiliate transactions, our activities, such as merger, conveyance, transfer or lease of all or substantially all of our assets, and compliance requirements with respect to additional guarantees, reporting, additional intercreditor agreements, payment of notes, withholding taxes, change of control, compliance certificate, payments for consent and listing requirements. The Fixed Rate Senior Secured Notes are redeemable at our option in whole or in part on the terms detailed in the indenture. Intercreditor Agreement The finance parties under the Senior Facilities Agreement and the holders of the Fixed Rate Senior Secured Notes share the benefit of a security and guarantee package. The rights and obligations of the senior creditors and other creditors (including intra-group creditors) between themselves is controlled by an Intercreditor Agreement originally dated July 3, 2014, as amended, and restated on or about April 28, 2017, as may be further amended, supplemented or otherwise modified from time to time. Pension Plans We maintain defined benefit pension plans in Germany, Sweden, Switzerland, Italy and Austria as well as various defined contribution plans in other countries. In addition, an unfunded post-retirement medical plan is operated in Austria. The defined benefit pension plans are partially funded in Germany and Austria and unfunded in Sweden and Italy. In Switzerland, the plan obligations are met via a contract with a collective foundation that offers a fully insured solution to provide a contribution-based cash balance retirement plan. With the exception of Switzerland, the defined benefit pension plans are closed to new entrants and there is no current requirement to fund the deficit in any plan. We also maintain various defined contribution pension plans in other countries, the largest of which include Sweden and the UK. In most countries, long term service awards are in operation. For accounting purposes, as of December 31, 2025 (based on the assumptions used), the deficit for the net employee benefit obligations equaled €138.4 million (December 31, 2024: €152.1 million). For the year ended December 31, 2025 pension costs related to defined benefit, defined contribution and long-term benefit plans equated to €22.1 million (2024: €22.2 million; 2023: €22.1 million). This includes all costs related to the pension schemes and other long-term benefits plans as well as associated interest costs. For additional information, see Note 20 “Employee benefits” to our consolidated financial statements in Item 18. A description of our principal accounting policies, critical accounting estimates and judgments is set out in Note 3 and Note 4 to our audited consolidated statements which appear elsewhere in this annual report. 58 Other cash commitments We are contractually obliged to short and long term commitments regarding raw material expenditures as well as for purchases of finished or semi-finished products. Agreements with co-packers that require significant investment from the counterparty are generally negotiated to cover several years of our operational needs. Furthermore, a high proportion of Advertising and promotional expenditure is negotiated and committed to through annual contracts. We also have long term service contracts which we have committed to make but which are not yet payable. These include those for the provision of logistical operations as well as software and IT support which typically cover a number of years. All of these purchase commitments represent a modest proportion of our annual expenditure. As of December 31, 2025 these commitments total €360.1 million. Furthermore, a number of our tangible fixed assets are leased under short and long term contracts for which a maturity profile is presented within Note 29 “Financial Risk Management” to our consolidated financial statements in Item 18. C. Research and development, patents and licenses, etc. Growing our core through our Must Win Battle strategy is our focus across fish, vegetables, chicken and local product portfolio, such as pizza. Innovation is key to this, and we have a strong pipeline of activities. Innovation is also a key driver of growth for our businesses, which including the development of meat alternatives for our Green Cuisine range. Our focus is to create competitive advantage through delivery of innovations that address consumer needs and are enabled by science and technology. To achieve this, we have embedded innovation in our strategy and seek to ensure that technologies are fully protected to maintain differentiation. We are committed to ensuring product superiority on all our Must Win battles by focusing on taste, health and sustainability. We invest in external benchmarking activities to track product performance and renovation programs are in place to ensure that our core continues to delight our consumers. To support these activities, we operate a clear governance process with a “Global Innovation Meeting” (“GIM”) which is responsible for reviewing and approving innovations in our core Must Win Battles that span multiple markets. "Cluster Innovation Meetings" ("CIM") occur within each market and focus on the local portfolio. Our Research and Development team is organized around our Must Win Battles, both centrally and locally. This allows us to leverage our investment in research and development across our markets where scale can be achieved and move fast within individual markets to address local opportunities, thus maximizing our ability to deliver to consumer needs efficiently. D. Trend information We are subject to the following key industry trends and challenges which have impacted, and may continue to impact, our business, operations and financial performance. Accelerating costs in non-discretionary spend areas of energy, transport and housing costs has squeezed household budgets. As a result, households are looking for savings, with an anticipated reduction in eating out, entertainment and clothing. Inflation is expected to result in a decline in the number of ‘comfortable’ households which have higher incomes who are typically less impacted by inflation. Conversely, ‘struggling’ households with low incomes are expected to increase in the near future. We believe these 'struggling’ households will manage their spend by buying more products on promotional deals, buying cheaper brands and private labels or shopping in cheaper stores including discounters. As a result of these market dynamics, we expect that discounters and eCommerce will accelerate their gain of market share. For example, we expect the growth of discounters to continue. Also, across all channels retailers are responding to these new challenges by focusing on driving value for money, including aggressive price comparisons, smaller packs and increasing private label offerings, and operating efficiency to help maintain their margins through range optimization to mitigate costs and complexity. We believe the differing consumer groups and the impact on their spending will result in ‘in-flows’ to the frozen category and our brands (gaining consumers) but we also anticipate ‘out-flows’ (losing consumers) from the frozen category and our brands. 59 E. Critical Accounting Estimates and Judgments The consolidated financial statements of Nomad and its subsidiaries have been prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board. Information relating to key judgments and significant accounting estimates are described in Note 4 to the Financial Statements. 60