NATURA &CO HOLDING S.A.

Publicly-Held Company

CNPJ/ME No. 32.785.497/0001-97

MATERIAL FACT

Natura &Co Holding S.A. (B3: NTCO3), a corporation with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida Alexandre Colares, n° 1188, Sala A17 - Bloco A, Parque Anhanguera, CEP 05106-000 ("Company"), in compliance with article 157, fourth paragraph, of Law No. 6,404 of December 15, 1976, as amended ("Corporations Law"), Resolution No. 44, issued by the Brazilian Securities and Exchange Commission ("CVM") on August 23, 2021, as amended, and CVM Rule No. 567, of September 17, 2015, as amended ("CVM Rule 567"), informs its shareholders and the market in general that its Board of Directors, at a meeting held on this date, approved the launch of the Company's share buyback program ("Share Buyback Program").

Purpose

The purpose of the Share Buyback Program is to maximize the creation of value for the Company's shareholders through an efficient management of its capital structure, by means of the acquisition of common shares of its own issuance, which may be held in treasury, used for bonuses purposes or subsequently sold in the market, canceled, without any capital stock reduction, in accordance with the first paragraph of the article 30, of the Corporations Law and the rules set forth in the CVM's Rule 567 and also can be used for purposes of backing the exercise of the incentives granted in accordance with the restricted shares and stock option programs of the Company.

Floating Shares

At this moment, the Company has 844,611,316 outstanding, common, registered, book-entry shares with no par value, issued by the Company ("Floating Shares") and 193,340 treasury shares.

Number of shares to be purchased

The Company may, at its sole discretion and under the terms of the Share Buyback Program, purchase up to 37,500,000 common, registered, book-entry shares, with no par value, issued by the Company, corresponding to up to 2.72% of the total shares issued by the Company and up to 4.44% of its Floating Shares.

Price and form of purchase

The purchase transactions will be carried out at B3 - Brasil, Bolsa, Balcão ("B3"), at market prices, and the Company's management shall decide the moment and number of shares to be purchased, whether in a single transaction or in a series of transactions, subject to the limits set forth in the applicable regulations.

Duration of the Share Buyback Program

The maximum term for the purchases is of twelve (12) months, beginning on the November 12, 2021 and ending on November 11, 2022 (including).

Financial Institutions

The purchase of Company's shares will be intermediated by Itaú Corretora de Valores S.A, enrolled in the National Register of Legal Entities of the Ministry of Economy (CNPJ/ME) under No. 61.194.353/0001-64.The Company shall retain other financial institutions to act as intermediaries for the purchase of Company's shares, in which case the Company will make the corresponding disclose to the market, in accordance with the applicable regulation.

Available Funds

The transactions performed in the scope of the Share Buyback Program will be supported by the global amount of capital reserves. The Company possesses capital reserves on sufficient amount to carry out the Share Buyback Program.

Verification of the Available Funds

The continued existence of funds available to back the purchase of the Company's own shares must be verified based on the more recent annual, interim or quarterly financial statements disclosed by the Company before the actual transfer, to the Company, of the ownership of the shares issued by the Company.

Projected results of the fiscal year

The use of projected sums will not be admitted for the ongoing fiscal year's result to back the transactions held in the scope of the Share Buyback Program.

Verifications by the Board of Officers

The Board of Officers may only implement the purchase if it took all necessary measures to ensure that: (a) the settlement of each transaction on the maturity date is compatible with the Company's financial status, not affecting the performance of the obligations assumed before creditors or the payment of the mandatory dividend; and (b) in case the existence of funds available based on interim financial statements or reflected on the quarterly information reports (ITR) is verified, there are no predictable facts capable of causing material changes to the amount of such funds during the rest of the fiscal year.

Treasury shares

As per the applicable legislation, treasury shares have no property or political rights. In accordance with second paragraph of article 10 of CVM Rule 567, treasury shares are not considered for the calculation of quorums to open the meetings and discuss matters, set forth in the Corporations Act and in the securities market.

Bonus Shares, Reverse Share Split and Share Split

If any bonus shares, reverse share split or share split involving Company's shares is approved, the number of shares held in treasury will be changed so as to correct the numeric expression of the volume of the Company's own shares held by it, without leading to a change in the balance of the balance sheet account that backed the purchase.

Sale or Cancellation of the Surplus Shares

The shares purchased, as per the Share Buyback Program may, to the Board of Directors' discretion, be allocated to the occasional exercise incentives granted in accordance with the of the restricted shares programs and call options programs in the context of the Company's incentive plans. The Company shall also cancel or sell the treasury shares exceeding the balance of available profit and reserves within six (6) months counted from the disclosure of the annual or interim financial statements or quarterly financial statements in which the surplus is assessed.

Additional Information

JUR_SP - 40332174v2 - 2324006.455314

The Company shall keep its shareholders and the market informed about the development of the Share Buyback Program by disclosing a Notice to the Market or a Material Fact on CVM's (www.cvm.gov.br), B3's (www.b3.com.br), and the Company's (https://ri.naturaeco.com/en/) page.

Further information on the Share Buyback Program may be obtained from the Company's Investor Relations Department on the Company's page (https://ri.naturaeco.com/en/).

São Paulo, November 11, 2021.

NATURA &CO HOLDING S.A.

VIVIANE BEHAR DE CASTRO

Investor Relations Officer

JUR_SP - 40332174v2 - 2324006.455314

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Natura & Co Holding SA published this content on 11 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 November 2021 23:06:09 UTC.