Newlat Food S.p.A. (incorporated in the Republic of Italy as a public joint stock company) Up to €200,000,000 Senior Unsecured Fixed Rate Notes due February 2027 Subject to the Minimum Offer Condition (as defined herein), Newlat Food S.p.A. (the "Issuer", "Newlat" or the "Company") is expected to issue on or about 19 February 2021 (the "Issue Date") between €150,000,000 (the "Minimum Offer Amount") and €200,000,000 (the "Maximum Offer Amount") fixed rate senior unsecured notes due February 2027 with a denomination of €1,000 (the "Notes") (the "Offering"). The Maximum Offer Amount may be reduced by the Issuer prior to the Launch Date (as defined herein). The Notes will be issued at a price of 100.00 per cent. of their principal amount (the "Issue Price"). The Notes will bear interest from and including the Issue Date to, but excluding, 19 February 2027, at a minimum rate of 2.50 per cent. per annum (the "Minimum Interest Rate") payable annually in arrear on 19 February each year, commencing on 19 February 2022. Payments on the Notes will be made in Euro without deduction for or on account of taxes imposed or levied by the Republic of Italy or the Republic of Ireland to the extent described under "Terms and Conditions of the Notes – Taxation". Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on 19 February 2027. The Notes are subject to redemption, in whole but not in part, at their principal amount, plus interest, if any, to the date fixed for redemption at the option of the Issuer and at any time in the event of certain changes affecting taxation in the Republic of Italy. In addition, at any time on or after 19 February 2024, the Issuer may redeem the Notes in whole or in part from time to time at the redemption prices specified in the Interest Rate, Yield and Redemption Prices Notice. Furthermore, Noteholders may exercise a put option in the event of a Change of Control (as defined below). See "Terms and Conditions of the Notes – Redemption and Purchase". The Notes constitute direct, unconditional and unsecured obligations of the Issuer which will at all times rank pari passu among themselves and pari passu with all other present and future unsubordinated and unsecured obligations of the Issuer, save for certain mandatory exceptions of applicable law. The Notes constitute obbligazioni pursuant to Articles 2410 et seq. of the Italian Civil Code. This prospectus (the "Prospectus") constitutes a prospectus for the purposes of Article 6.3 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This Prospectus will be published in electronic form together with all documents incorporated by reference herein on the website of Issuer (www.newlat.it) (the "Issuer’s Website") and the website of the Euronext Dublin (as defined below) (www.ise.ie) (the "Euronext Dublin Website") and will be available free of charge at the registered office of the Issuer. This Prospectus has been approved by the Central Bank of Ireland (the "CBI"), as competent authority under the Prospectus Regulation. The CBI only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Moreover, such approval relates only to the Notes which are to be admitted to trading on the regulated market of Euronext Dublin (as defined below) or other regulated markets for the purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "MiFID II") or which are to be offered to the public in any member state of the European Economic Area. The Issuer has requested the CBI to provide the competent authority in Italy, Commissione Nazionale per le Società e la Borsa ("CONSOB") with a certificate of approval pursuant to Article 25 of the Prospectus Regulation attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation (the "Notification"). Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the Notes to be admitted to the official list (the "Official List") and trading on its regulated market (the "Regulated Market") and to Borsa Italiana S.p.A. ("Borsa Italiana") for the Notes to be admitted to listing and trading on the Borsa Italiana’s regulated market, Mercato Telematico delle Obbligazioni (the "MOT"). The Regulated Market and the MOT are regulated markets for the purposes of MiFID II. References in this Prospectus to the Notes being listed (and all related references) shall mean that the Notes have been admitted to trading on the Regulated Market and the MOT. Borsa Italiana has admitted the Notes to listing on the MOT with order n. LOL-004375 dated 1 February 2021. The start date of official trading of the Notes on the MOT (the "MOT Trading Start Date") will be set by Borsa Italiana in accordance with Rule 2.4.3 of the Borsa Italiana rules and published on the Issuer’s Website and the Euronext Dublin Website and released through the SDIR-NIS system of Borsa Italiana. The MOT Trading Start Date shall correspond to the Issue Date. The interest rate of the Notes (which shall not be less than the Minimum Interest Rate), the yield and the redemption prices will be set out in a notice, which will be filed with the CBI and published on the Issuer’s Website, the Euronext Dublin Website and released through the SDIR-NIS system of Borsa Italiana no later than the second business day after the end of the Offering Period (as defined in "Subscription and Sale – Offering Period, Early Closure, Extension and Withdrawal") (the "Interest Rate, Yield and Redemption Prices Notice"). The aggregate principal amount of the Notes, the number of Notes sold and the proceeds of the Offering will be set out in a notice, which will be filed with the CBI and published on the Issuer’s Website, the Euronext Dublin Website and released through the SDIR-NIS system of Borsa Italiana no later than the second business day after the end of the Offering Period (as defined in "Subscription and Sale – Offering Period, Early Closure, Extension and Withdrawal") (the "Offering Results Notice"). The Notes will be in bearer form in the denomination of €1,000 each and will initially be in the form of a temporary global note (the "Temporary Global Note"), without interest coupons, which will be deposited on or around the Issue Date with a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg"). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the "Permanent Global Note", and together with the Temporary Global Note, each a "Global Note"), without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non- U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in principal amounts equal to €1,000 with interest coupons attached. No Notes in definitive form will be issued with a denomination above €1,000. See "Summary of Provisions Relating to the Notes in Global Form". This Prospectus is valid until 2 February 2022. The obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when this Prospectus is no longer valid or, if earlier, once the Notes are admitted to the Official List and trading on the Regulated Market and the MOT. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject to United States tax law requirements. The Notes are being offered outside the United States by the Placement Agent (as defined in "Subscription and Sale" below) in accordance with Regulation S under the Securities Act ("Regulation S"). Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or for the account or benefit of, U.S. persons as defined in Regulation S or United States persons as defined in the US Internal Revenue Code of 1986, as amended (the "US Code"), and U.S. Treasury regulations thereunder. For a description of certain restrictions on transfers of the Notes, see "Subscription and Sale" below. Investing in the Notes involves risks. See "Risk Factors" beginning on page 8 of this Prospectus for a discussion of certain risks prospective investors should consider in connection with any investment in the Notes. The Notes have been assigned the following securities codes: ISIN: XS2289795465; Common Code: 228979546. PLACEMENT AGENT EQUITA SIM Prospectus dated 2 February 2021 RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Prospectus and declares that the information contained in this Prospectus, to the best of its knowledge, is in accordance with the facts and contains no omission likely to affect its import. The Issuer has confirmed to Equita SIM S.p.A. (the "Placement Agent") that this Prospectus contains or incorporates all information regarding the Issuer and the Group as of the date of this Prospectus (where "Group" means the Issuer and its consolidated subsidiaries) and the Notes which are (in the context of the issue of the Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer or the Group are honestly held or made and are not misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing.