CNPJ/ME No. 32.785.497/0001-97

Publicly-Held Company

NIRE 35.3.0053158-2

Handbook for Participation in Annual and Extraordinary General Meetings

April 16, 2021

INDEX

  • 1. Invitation

  • 2. Procedures and Terms

  • 3. Call Notice

  • 4. Information on the Matters Subject to Resolution

1. INVITATION

Natura &Co Holding S.A. ("Company" or "Natura &Co") invites its shareholders to attend the Annual and Extraordinary General Meetings ("AEGM" or "Meetings") to be held at 8:00 a.m., Brasília time, on April 16,

2021, in an exclusively digital manner, with participation by means of an electronic system to be informed in due course, Brazil, in order to resolve upon the matters contained in the call notice, according to item 3 of this

Handbook for Participation in General Meetings ("Handbook").

With the purpose of facilitating and encouraging the participation in the General Meetings, the Company will make available, through the worldwide web, the information and documents set out in Law No. 6.404, of

December 15, 1976 ("Corporations Act") and the Brazilian Securities and Exchange Commission ("CVM") Ruling No. 481, of December 17, 2009 ("CVM Rule No. 481").

Please feel free to examine the Management Proposal and other documents related to the AEGM on Natura &Co Investor Relations website (https://ri.naturaeco.com), on the CVM website(www.gov.br/cvm), on the website of B3 S.A. - Brasil, Bolsa, Balcão(www.b3.com.br)and in the Company's principal place of business.

According to the provisions of the Corporations Law and CVM Rule No. 481, and except as otherwise provided by law, the Company shall conduct its AEGM exclusively in a digital manner, through an electronic system to be informed in due course, without the possibility of physical attendance. As known to its shareholders, Brazil and the world are facing a delicate moment with the new coronavirus (COVID-19). The measures recommended by the authorities to prevent its spread include the avoidance of gatherings, such as general meetings.

São Paulo, March 16, 2021.

Viviane Behar de Castro

Investor Relations Officer

2. PROCEDURES AND TERMS

Participation of shareholders in the General Meetings is of great importance.

For the Annual General Meeting to occur, on first call, the attendance of shareholders representing at least one fourth (1/4) of the registered common shares without par value issued by the Company is required, pursuant to article 125 of the Corporations Law. For the Extraordinary General Meeting to occur, on first call, the attendance of shareholders holding at least two thirds (2/3) of the registered common shares without par value issued by the Company is required, pursuant to the provisions of article 135 of the Corporations Act.

In case such quorum is not reached, the Company will announce a new date for the General Meetings to be held. On second call, they can be instated with any given number of attending shareholders.

The shareholders shall participate in an exclusively digital manner, by means of an electronic system to be informed in due course, without the possibility of physical attendance. The shareholders may also cast their votes by means of the voting right by means of the remote voting ballot ("Ballot"), as provided for in CVM Rule No. 481.

2.1. Attending Shareholder in a Digital Manner

The AEGM will be carried out in an exclusively digital manner, by means of an electronic system to be informed in due course, without the possibility of physical attendance.

The Company shall begin the registration of shareholders to attend the General Meetings soon after publication of the Call Notice. In case of doubt, please contact Natura &Co Investor Relations Office either via email(ri@natura.net)or on telephone number +55 (11) 4389-7881.

Pursuant to article 21-C, paragraphs 2 and 3 of CVM Rule No. 481, the shareholders will have the option of (i) simply attending the Meetings, whether or not they have sent the Ballot remotely; or (ii) attending and voting at the Meetings, provided that, with respect to the shareholder that has already sent the Ballot, if such a shareholder wishes to vote at the Meetings, all voting instructions received through the Ballot will be disregarded.

In order to participate in the Meetings in a digital manner, the shareholders must request the prior registration through the following electronic address:ri@natura.net (subject: "Participation AEGM 2021"), together with the digital submission, in the same e-mail, of the necessary documentation, as indicated below. The registration request for digital participation in the Meetings must be received by the Company by April 14, 2021. The necessary documentation is included below:

#

Shareholder

Required Documents

1

Individual

A certified copy of the identification document with the shareholder's photo. Example: ID Card (RG), ID Card for

Foreigners (RNE), Driver's License or trade association card or work cards issued by the Government agencies, provided they contain a photo of their holder.

2

Legal Entity

Certified copies of the following documents:

- restated bylaws or the most recent articles of association and corporate documents that may evidence the Shareholder's legal representation; and

- identification document of the legal representative according to item 1 above.

3

Shareholder organized as Investment Fund

Certified copies of the following documents:

- the most recent restated regulations of the fund;

#

Shareholder

Required Documents

- the most recent restated bylaws or articles of organization of the administrator or manager, as the case may be, in accordance with the voting policy of the fund and corporate documents that may evidence representation powers; and

- identification document of the legal representative according to item 1 above.

4

All Shareholders

Updated proof of ownership of the Company's registered common shares without par value, issued by Itaú and/or by a custodian institution

The Company will not demand certification of signature and/or consularization or apostille of the proxies granted by the shareholders to their respective representatives, nor will it demand a sworn translation of the proxies and documents drawn up or translated into Portuguese or English, nor of the documents attached with the respective translations into such languages.

Shareholders that do not send the necessary information by e-mail pursuant to this Manual until April 14, 2021 will not be allowed to participate in the AEGM in a digital manner.

2.2. Shareholders Represented by Proxy

The Shareholder who cannot attend the Meetings may be represented by a Proxy appointed less the one (1) year ago, as set out in paragraph 1 of article 126 of the Corporations Law.

The proxies, pursuant to paragraph 1 of article 126 of the Corporations Law, may only be granted to people who meet at least one of the following requisites:

i. is a shareholder or manager of the Company;

  • ii. is a lawyer; or

  • iii. is a financial institution.

For the shareholders who are legal entities, according to the understanding of the CVM Board at a meeting held on November 4, 2014 (CVM Proceedings RJ2014/3578), the proxy does not need to be:

i. a shareholder or manager of the Company;

  • ii. a lawyer; or

  • iii. a financial institution.

The Company shall begin the registration of shareholders represented by proxy soon after publication of the Call Notice.

In case of doubt, please contact Natura &Co Investor Relations Office either via email(ri@natura.net)or on telephone number +55 (11) 4389-7881.

In order to participate in the Meetings in a digital manner, the Proxy must also request the prior registration through the following electronic address:ri@natura.net (subject: "Participation AEGM 2021"), together with the digital submission, in the same e-mail, of the necessary documentation, as indicated below. The registration request for digital participation in the Meetings must be received by the Company by April 14, 2021. The necessary documentation is included below:

  • i. Instrument of proxy granted by the Shareholder to the Proxy;

  • ii. A certified copy of the identification document with the Proxy's photo (Examples: ID Card (RG), ID Card for Foreigners (RNE), Driver's License or trade association card or work cards issued by the

    Government agencies, provided they contain a photo of their holder);

iii. Documents of the Shareholder listed in the chart in item 2.1 above, as the case may be.

Proxies representing more than one shareholder must attached the representation documents for the registration of each shareholder to be represented at the AEGM, as provided above.

Proxies that do not send the necessary information by e-mail pursuant to this Manual until April 14, 2021 will not be allowed to participate in the AEGM in a digital manner.

2.3. Procedures for Participation in a Digital Manner

Shareholders or Proxies that register to participate in a digital manner within the deadline will receive a confirmation e-mail.

The Company will disclose a notice in due course with the information regarding the electronic system to be used, including information on receiving the access link, password and instructions for accessing the electronic system of the AEGM. Access information will be individual and non-transferable and may not be shared by the registered participant.

On the date of the AEGM, the shareholder that registers its presence in a digital manner in the electronic system to be provided by the Company will be considered present to the AEGM and a signatory of its minutes, pursuant to article 21-V, item III and its sole paragraph, of CVM Rule No. 481.

The Company will not be responsible for any operational or connection problems that the shareholders may face and other situations outside the control of the Company, such as connection instability or incompatibility of the electronic system with the participant's equipment. The AEGM will be recorded, pursuant to article 21-

C, §1, item III of CVM Rule No. 481.

2.4. Participation by Remote Voting Ballot

The shareholders may also cast their votes in the General Meetings by means of the Ballot, as provided for in CVM Rule No. 481. The vote shall be formalized by means of the Ballot, according to versions made available by the Company on its Investor Relations website (https://ri.naturaeco.com), on the CVM website

(https://www.gov.br/cvm) and on the website of B3 S.A. - Brasil, Bolsa, Balcão(www.b3.com.br).

Please note that since an Annual General Meeting and an Extraordinary General Meeting shall be held on the same day, the shareholders must deliver individual Ballots for each General Meeting for which they wish to cast their vote.

In the Ballot, the following data must be filled in: (i) full name or corporate name; and (ii) National Register of Legal Entities (CNPJ) or Individual Taxpayers' Register (CPF) of the Ministry of Economy. Providing an e-mail address is advisable, but not mandatory.

Any shareholder who opts for exercising their remote voting right through the Ballot may (i) fill out the Ballot and submit it directly to the Company, on hard copy or by digital means; (ii) in case the shareholders have shares issued by the Company deposited with custody institutions, the shareholder must submit the voting instructions to the custody institutions, which will send the votes to the Depository Center of B3 S.A. - Brasil,

Bolsa, Balcão, subject to the established procedures and documents required by the respective custody institution; or (iii) in case the shareholders have shares issued by the Company deposited with a financial depository institution responsible for the Company's book-entry share services, namely, Itaú Corretora de

Valores S.A. (CNPJ/ME No. 61.194.353/0001-64) ("Itaú"), the shareholder must submit the voting instructions to Itaú, subject to the procedures established and documents demanded by Itaú.

Notwithstanding the possibility of sending the Ballot and other documents in physical form, in view of the delicate moment faced with the new coronavirus (COVID-19), the Company requests the shareholders who

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Natura & Co Holding SA published this content on 16 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2021 22:24:00 UTC.