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Nomad Foods Announces Pricing of Secondary Offering by Pershing Square

Nomad Foods is a leading frozen foods company with a global brand's portfolio, i.e. Findus

Nomad Foods Limited (NYSE: NOMD) (“Nomad Foods” or the “Company”) and      Pershing Square Capital Management, L.P. (“Pershing Square”) today   announced the pricing of the previously announced underwritten secondary   public offering by certain funds managed by Pershing Square (the  “Selling Shareholders”) of 33,333,334 ordinary shares of the Company at      a price to the public of $14.30 per ordinary share. The Company has      agreed to repurchase from the underwriters 7,063,643 shares of the      33,333,334 ordinary shares being sold by the Selling Shareholders at a      per-share purchase price equal to the price payable by the underwriters      to the Selling Shareholders. As such, only 26,269,691 ordinary shares of      the 33,333,334 ordinary shares being sold by the Selling Shareholders in      the offering will be sold to the public. The Company is not selling any      ordinary shares in the offering and will not receive any of the proceeds      from the offering. The Company will use cash on hand to fund the      purchase of the ordinary shares from the Selling Shareholders.    

Credit Suisse Securities (USA) LLC is acting as representative and      book-running manager for the offering. Barclays Capital Inc. and      Jefferies LLC are acting as co-managers for the offering.    

Following the sale of the shares in the public offering, including the      sale of ordinary shares to the Company, the Selling Shareholders will      have fully sold their stake in the Company.    

      Nomad Foods has filed with the Securities and Exchange Commission (the  “SEC”) a preliminary prospectus supplement to its prospectus (as      supplemented, the “Preliminary Prospectus”) included in its effective      resale registration statement on Form F-3 (as amended and supplemented      from time to time, the “Registration Statement”) for the offering to      which this communication relates. The offering of these shares will be      made only by means of the Preliminary Prospectus. You may obtain copies      of the Preliminary Prospectus for free by visiting EDGAR on the SEC      website at www.sec.gov.      When available, copies of the Preliminary Prospectus related to the      offering may be obtained from Credit Suisse Securities (USA) LLC, One      Madison Avenue, New York, NY 10010, attention Credit Suisse Prospectus      Department (telephone: 1-800-221-1037 or e-mail: newyork.prospectus@credit-suisse.com).    

      This press release shall not constitute or form part of an offer to sell      or the solicitation of an offer to buy, nor shall there be any sale of,      these securities in any state or jurisdiction in which such an offer,      solicitation or sale would be unlawful prior to the registration or      qualification of these securities under the securities laws of such      state or jurisdiction. No part of this communication or the fact of its      distribution shall form the basis of, or be relied on in connection      with, any contract to buy or sell any securities.    

About Nomad Foods

      Nomad Foods (NYSE: NOMD) is a leading frozen foods company building a      global portfolio of best-in-class food companies and brands within the      frozen category and across the broader food sector. Nomad Foods      produces, markets and distributes brands in 17 countries and has the      leading market share in Western Europe. The Company’s portfolio of      leading frozen food brands includes Birds Eye, Iglo, and Findus.    

About Pershing Square Capital Management, L.P.

      Pershing Square Capital Management, L.P., based in New York City, is a      SEC-registered investment advisor to investment funds.    

Forward Looking Statements

      This news release contains forward-looking statements within the meaning      of the Securities Act of 1933 and of the Securities Exchange Act of      1934. Such forward-looking statements include, but are not limited to,      those related to the offering. Forward-looking statements are not      intended to be a guarantee of future results, but instead constitute the      Company’s current expectations based on reasonable assumptions. Given      these risks and uncertainties, prospective investors are cautioned not      to place undue reliance on forward-looking statements. Forward-looking      statements speak only as of the date of such statements and, except as      required by applicable law, the Company does not undertake any      obligation to update or revise publicly any forward-looking statements,      whether as a result of new information, future events or otherwise.    

      Consummation of the offering is subject to risks and uncertainties, such      as our continued eligibility to use our shelf registration statement,      general economic conditions and other risks and uncertainties. Important      factors that could affect actual results are discussed in the Company’s      filings with the Securities and Exchange Commission (the “SEC”),      including, but not limited to, the risks discussed under Item 3D “Risk      Factors” in the Company’s 2016 Annual Report on Form 20-F and in      subsequent reports filed with the SEC. Readers are encouraged to read      the Company’s filings to learn more about the risk factors associated      with the Company’s business. The Company undertakes no obligation to      update or revise any forward-looking statements, whether as a result of      new information, future events or otherwise.    

View source version on businesswire.com: http://www.businesswire.com/news/home/20170907005973/en/

Investor Relations
Nomad Foods Limited
Taposh Bari,      CFA, +1-718-290-7950
or
ICR
John Mills, Partner,      +1-646-277-1254
or
Media
Weber Shandwick
Liz      Cohen, +1-212-445-8044
or
Pershing Square
Fran McGill,      212 909 2455
McGill@persq.com

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