NATURA &CO HOLDING S.A.

CNPJ/ME 32.785.497/0001-97Publicly-Held Company

NIRE 35.300.531.582

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON OCTOBER 8, 2020

  1. Date, Time and Place: On October 8, 2020, at 7:00 p.m., at the principal place of business of Natura &Co Holding S.A. ("Company"), at Avenida Alexandre Colares, No. 1.188, Room A17, Block A, Parque Anhanguera, ZIP Code 05106-000, in the City of São Paulo, State of São Paulo.
  1. Call Notice: Waived due to the attendance, by conference call, of all members of the Board of Directors of the Company, under article 15, second paragraph, of the Bylaws of the Company.
  1. Quorum: All members of the Company's Board of Directors were in attendance, namely: Guilherme Peirão Leal, chairman of the meeting and Co-chairman of the Board of Directors; Antônio Luiz da Cunha Seabra, Co-chairman of the Board of Directors; Pedro Luiz Barreiro Passos, Co-chairman of the Board of Directors; Roberto de Oliveira Marques, Executive Chairman of the Board of Directors; Gilberto Mifano, independent director; Carla Schmitzberger, independent director; Fábio Colletti Barbosa, independent director; Jessica DiLullo Herrin, independent director; Ian Martin Bickley, independent director; Nancy Killefer, independent director; W. Don Cornwell, independent director; and Andrew George McMaster Jr., independent director. Mr. Moacir Salzstein, secretary of the meeting, was also present.

IV. Presiding Board: Mr. Guilherme Peirão Leal presided over the meeting, and invited Mr.

Moacir Salzstein to act as secretary.

  1. Agenda: To resolve upon the following matters: (1) the fixing and justification of the issuance price of common shares issued by the Company, all nominative, book-entry and with no par value, free and clear of any liens or encumbrances ("Shares"), within the scope of the primary public offering of one hundred and twenty-one million and four hundred thousand (121,400,000) Shares, including in the form of American Depositary Shares ("ADSs"), to be held simultaneously in Brazil ("Restricted Offering"), pursuant to Brazilian Securities Commission ("CVM") Ruling No. 476, of January 16, 2009 ("CVM Ruling 476"), and abroad, registered in the Securities and Exchange Commission ("SEC") under the Securities Act of 1933 ("International Offering" and, together with the Restricted Offering, the "Global Offering"); (2) the effective increase of the Company's share capital, within the authorized capital limit, pursuant to article 6 of the Company's Bylaws, with the exclusion of the preemptive right of the Company's current shareholders for the subscription of Shares, to be issued within the scope of the Global Offering, pursuant to article 172, item I, of Law No. 6,404, of December 15, 1976 ("Brazilian Corporation Law"), and article 9

of the Company's Bylaws, as well as the allocation of the amounts intended for the share capital account; (3) the determination of the form of subscription and payment of the Shares to be issued, as well as their rights, advantages and restrictions; (4) the verification of the subscription of the Shares and the approval of the Company's share capital increase, within the scope of the Global Offering; and (5) the ratification of the acts that the Board of Executive Officers has already practiced, solely and exclusively, to the execution of the Global Offering and the authorization for the Company's Board of Executive Officers to take all measures and practice all and any acts, as well as to sign all agreements and documents that are necessary to the execution of the Global Offering, including, but not limited to, the "Contrato de Coordenação, Colocação e Garantia Firme de Liquidação de Ações Ordinárias de Emissão da Natura &Co Holding S.A." ("Placement Agreement"), the "International Underwriting and Placement Facilitation Agreement" ("International Placement Agreement"), the Service Agreement of B3 S.A. - Brasil, Bolsa, Balcão ("B3") ("Global Offering Documents").

VI. Resolutions: After discussions concerning the matters contained in the Agenda, the

members of the Board of Directors, unanimously, without qualifications:

  1. approve the fixing of the issuance price of forty six reais and twenty-five cents (R$46.25) per Share object of the Global Offering ("Price per Share"). The Price per Share was fixed exclusively based on the result of the procedure of collection of investment intentions ("Bookbuilding Procedure"), carried out with professional investors by Banco Morgan Stanley S.A., by Bank of America Merrill Lynch Banco Múltiplo S.A., by Banco Bradesco BBI S.A., by Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A. and by Banco Itaú BBA S.A., in Brazil, and by Morgan Stanley & Co LLC, by BofA Securities, Inc., by Bradesco Securities, Inc., by Citigroup Global Markets Inc. and by Itau BBA Securities, Inc., abroad. The Price per Share was calculated taking as a parameter: (i) the closing price of common shares issued by the Company at B3; (ii) the closing price of the ADSs at the New York Stock Exchange ("NYSE"); and (iii) the interest indications due to the quality and quantity of demand (by volume and price) for the Shares, collected from professional investors during the Bookbuilding Procedure. The choice of the fixing criteria of the Price per Share is justified by the fact that the Price per Share was fixed after the Bookbuilding Procedure was carried out and no unjustified dilution of the Company's shareholders shall be promoted, pursuant to article 170, paragraph 1, item III, of the Brazilian Corporation Law. Within the scope of the International Offering, which comprises the primary distribution of Shares in the form of ADSs, represented by American Depositary Receipts, in an offering registered in the SEC under the Securities Act of 1933, being each ADS to be offered under the International Offering representative of 2 Shares, the price per Share in the form of ADS was fixed at sixteen dollars and four thousand, five hundred and ninety-oneten-thousandths (U.S.$16.4591), equivalent to the Price per Share converted into U.S. dollars (U.S.$)

based on the exchange rates for sale of this currency (PTAX), disclosed by the Central Bank of Brazil, considering four decimal places, as determined on the date of execution of the Placement Agreement;

  1. approve the Company's share capital increase, within the authorized capital limit, through the issuance of one hundred and twenty-one million and four hundred thousand (121,400,000) new Shares, all nominative, book-entry and with no par value, with the exclusion of the preemptive right of its current shareholders, pursuant to article 172, item I, of the Brazilian Corporation Law. Considering the Price per Share and the issuance of one hundred and twenty-one million and four hundred thousand (121,400,000) Shares, the total amount of the Global Offering is five billion, six hundred and fourteen million and seven hundred and fifty thousand reais (R$5,614,750,000.00). The full amount of the Price per Share will be destined to the Company's share capital account. Hence, the share capital will be increased by five billion, six hundred and fourteen million and seven hundred and fifty thousand reais (R$5,614,750,000.00), through the issuance of one hundred and twenty-one million and four hundred thousand (121,400,000) common shares, all nominative, book-entry and with no par value;
  2. approve that the Shares shall be subscribed and paid in cash on the settlement date of the Restricted Offering, in national currency, in accordance with the clauses of the Placement Agreement, except for the Shares in the form of ADSs, represented by ADRs, object of the International Offering, which shall be paid in cash, on the settlement date of the International Offering, in U.S. dollars, in accordance with the clauses of the International Placement Agreement. The new Shares shall grant their holders the same rights, advantages and restrictions granted to the current holders of common shares issued by the Company, under the terms set forth in its Bylaws and in the applicable legislation, as from the effective date of payment of the Shares;
    1. approve the verification by the Board of Directors of the subscription of Shares and the consequent approval of the Company's share capital increase, due to the resolutions taken in items (1) and (2) above. Hence, the share capital was increased fromsix billion, nine hundred and seventy-two million, two hundred and twenty-eight thousand, four hundred and nine Reais and eighty-three cents (R$6,972,228,409.83), divided into one billion, two hundred and fifty-three million, six hundred and eighteen thousand, one hundred and forty (1,253,618,140) common shares, all nominative, book-entry and with no par value, totwelve billions, five hundred and eighty-six million, nine hundred and seventy-eight thousand, four hundred and nine Reais and eighty-three cents (R$12,586,978,409.83), divided into one billion, three hundred and seventy-five million, eighteen thousand, one hundred and forty (1,375,018,140) common shares, all nominative, book-entry and with no par value. The Board of Directors shall submit, in due

course, to resolution of the General Meeting the amendment of article 5 of the Bylaws, in order to update the wording of the Bylaws about the share capital composition; and

  1. approve the ratification of the acts that the Company's Board of Executive Officers has already practiced up to the present date, solely and exclusively, to the execution of the Global Offering and authorize the Company's Board of Executive Officers to take all measures and practice all and any acts, as well as to sign all agreements and documents that may be necessary to the execution of the Global Offering, including, but not limited to, the Global Offering Documents, and to represent the Company before CVM, B3, SEC, NYSE and ANBIMA (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais), as necessary, being able to practice or cause to be practiced any acts and/or to negotiate, approve and sign any agreements, communications, notifications, certificates, documents or instruments that are necessary or appropriate for the execution of the Global Offering.

VII. Adjournment: The Chairman thanked the presence of all and ordered the adjournment

of the meeting, first suspending the same, so that these minutes could be drawn up, which after being read, discussed and found to be in order, were approved, according to votes cast by e- mails and signed by the board and by the attending directors. São Paulo, October 8, 2020. Presiding Board: (aa) Guilherme Peirão Leal, President. Moacir Salzstein, Secretary. Board of Directors Members: (aa) Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal, Pedro Luiz Barreiros Passos, Roberto de Oliveira Marques, Gilberto Mifano, Fábio Colletti Barbosa, Carla Schmitzberger, Jessica DiLullo Herrin, Ian Martin Bickley, Nancy Killefer, Andrew George McMaster Jr. and W. Don Cornwell.

I hereby certify that these minutes are a true copy of the original transcribed in the Company's

book.

São Paulo, October 8,2020.

__________________________________

Moacir Salzstein

Secretary

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Natura & Co Holding SA published this content on 08 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 October 2020 04:04:01 UTC