Board of Directors - Minutes (09.30.2020 - 6:30 PM BRT)

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 SEPTEMBER 30, 2020

1. Date, Time and Place: On September 30, 2020, at 06:30 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, paragraph 2, 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) execution of a primary public offering of 121,400,000 common shares, nominative, book-entry, with no par value, issued by the Company, all free and clear of any liens or encumbrances ("Shares"), including in the form of American Depositary Shares ("ADSs"), to be held simultaneously in Brazil, pursuant to CVM Ruling No. 476, of January 16, 2009 ("CVM Ruling 476") and abroad ("Global Offering"); (2)

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, and such issuance will be carried out within the authorized capital limit; (3) authorization for the Company's management to perform any and all acts before the New York Stock Exchange ("NYSE") related to the resolutions above, including preparatory acts, execution of agreements, delivery of forms or any other documents related to this process, payment of fees and representation of the Company before NYSE, as well as all necessary acts before B3 S.A. - Brasil, Bolsa, Balcão ("B3"); and (4) ratification of the acts that the Company's Executive Board

of Officers has already practiced, solely and exclusively, for the execution of the Global Offering and authorization for the Company's Executive Board of Officers to take all measures and practice all and any acts necessary or convenient to the execution of the Global Offering.

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

members of the Board of Directors unanimously, without qualifications:

1. approve the execution of the Global Offering, according to the terms and conditions set forth below:

1. the Global Offering will comprise simultaneously: (i) the primary public offering with restricted placement efforts of Shares (except in the form of ADSs) in Brazil ("Shares of the Brazilian Restricted Offering"), in a non-organizedover-the-counter market, which will be carried out under the coordination of Banco Morgan Stanley S.A. ("Lead Underwriter"), of Bank of America Merrill Lynch Banco Múltiplo S.A. ("BofA Merrill Lynch"), of Banco Bradesco BBI S.A. ("Bradesco BBI"), of Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A. ("Citi") and of Banco Itaú BBA S.A. ("Itaú BBA" and, together with the Lead Underwriter, Bank of America, Bradesco BBI and Citi, the "Underwriters of the Restricted Offering"), pursuant to Law No. 6,385, of December 7, 1976 ("Brazilian Securities Law"), in accordance with the procedures of CVM Ruling 476, of the "Código ANBIMA de Regulação e Melhores Práticas para Estruturação, Coordenação e Distribuição de Ofertas Públicas de Valores Mobiliários e Ofertas Públicas de Aquisição de Valores Mobiliários" ("ANBIMA Code") and other applicable legal provisions, in compliance with the provisions of the "Regulamento do Novo Mercado da B3" ("Novo Mercado Regulation") and of the Circular Letter 87/2014-DP, issued by B3 on November 28, 2014 ("Circular Letter 87/2014"), under the terms of the "Contrato de Coordenação, Colocação e Garantia Firme de Liquidação de Ações Ordinárias de Emissão da Natura &Co Holding S.A.", to be entered into between the Company and the Underwriters of the Restricted Offering ("Underwriting Agreement"), with placement efforts of the Shares of the Brazilian Restricted Offering abroad by Morgan Stanley & Co LLC, by BofA Securities, Inc., by Bradesco Securities, Inc., by Citigroup Global Markets Inc., and by Itau BBA Securities, Inc. (jointly, the "Underwriters of the International Offering" and, together with the Underwriters of the Restricted Offering, "Underwriters of the Global Offering"), being (a) in the United States, to investors in an offering registered in the Securities and Exchange Commission ("SEC") under the U.S. Securities Act of 1933, as amended ("Securities Act"); and (b) in other countries, except Brazil and the United States of America, for investors who are non-resident in Brazil or in the United States of America or not incorporated according to the laws of those countries, in compliance with the legislation in force in the country of domicile of each investor, provided that such foreign investors invest in Brazil through investment mechanisms

regulated by the National Monetary Council Resolution No. 4,373 of September 29, 2014, as amended, and by CVM Ruling No. 560, of March 27, 2015, as amended, or by Law No. 4,131 of September 3, 1962, as amended, and other applicable legal and regulatory provisions ("Foreign Investors"), under the terms of the "International Underwriting and Placement Facilitation Agreement", to be entered into between the Company and the Underwriters of the International Offering ("International Placement Facilitation Agreement") ("Brazilian Restricted Offering"); and (ii) the primary public offering abroad, in the form of ADSs, in an offering registered in SEC under the Securities Act ("Shares of the International Offering" and, together with the Shares of the Brazilian Restricted Offering, "Shares of the Global Offering"), under the coordination of the Underwriters of the International Offering, pursuant to the International Placement Facilitation Agreement ("International Offering"). Each ADS is representative of 2 Shares;

1. the price per Share ("Price per Share") will be fixed after the conclusion of the procedure of collection of investment intentions, which shall be carried out with professional investors, as defined in article 9-A of CVM Ruling No. 539, of November 13, 2013, as amended, resident and domiciled or headquartered in Brazil ("Local Institutional Investors" and, together with the Foreign Investors, "Professional Investors"), in Brazil, by the Underwriters of the Restricted Offering, pursuant to the Underwriting Agreement, and abroad, with the Foreign Investors, by the Underwriters of the International Offering, pursuant to the International Placement Facilitation Agreement. The Price per Share shall be 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 Investor ("Bookbuilding Procedure"), and will be approved by the Company's Board of Directors. The Price per Share shall not be indicative of prices that will prevail in the secondary market after the Global Offering;
2. the Price per Share and the effective capital increase of the Company, within the limit of the authorized capital provided for in the Company's Bylaws, as well as the verification and approval of the capital increase, shall be approved at a meeting of this Board of Directors to be held after the conclusion of the Bookbuilding Procedure; and
3. the net proceeds from the Global Offering shall be allocated to (i) support investments to accelerate our growth over the next three years as well as the execution of our 2030 Commitment to Life agenda, aimed at shaping the future in a more sustainable and inclusive way, primarily in the following strategic areas: (a) Avon integration and turnaround, focusing on a new commercial model, innovation and brand rejuvenation; (b) digitalization of the business by expanding social selling, including new features and

services; (c) geographic opportunities leveraging existing footprint; and (d) 2030 Commitment to Life agenda, mainly related to becoming Carbon net Zero, progressing in circularity of our packaging and ingredients and developing a more diverse and inclusive workforce while improving quality of life of our network; and (ii) optimize our capital structure by accelerating deleveraging and reducing our U.S. dollar-denominated debt, foreign exchange volatility and high interest costs while eliminating restrictive covenants, primarily through the repayment of secured notes due 2022 issued by our subsidiary Avon.

1. approve the exclusion of the preemptive right of the Company's current shareholders for the subscription of Shares object of the primary distribution, to be issued within the scope of the Global Offering, pursuant to article 172, item I, of the Brazilian Corporation Law, and article 9 of the Company's Bylaws, and such issuance, and the consequent increase of the Company's share capital, will be carried out within the authorized capital limit;
2. approve the authorization for the Company's management to perform any and all acts before NYSE, related to the resolutions above, including preparatory acts, execution of agreements, delivery of forms or any other documents related to this process, payment of fees and representation of the Company before NYSE, as well as all necessary acts before B3; and
3. approve the ratification of the acts that the Company's Executive Board of Officers has already practiced up to the present date, solely and exclusively, for the execution of the Global Offering and authorize the Company's Executive Board of Officers to take all measures and practice all and any acts necessary to the implementation of the resolutions of this meeting, including the representation of 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, September 30, 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.