Natura & S A : Management Proposal - Annual and Extraordinary General Meeti...

NATURA &CO HOLDING S.A.

MANAGEMENT PROPOSAL

ANNUAL AND EXTRAORDINARY GENERAL MEETINGS

TO BE HELD ON APRIL 16, 2021

São Paulo, March 16, 2020.

Dear Shareholders,

The Management of Natura &Co Holding S.A. ("Company" or "Natura") submits to the Shareholders, for analysis, this Management Proposal ("Proposal") in relation to the items of the

agenda contained in the call notice for the Annual and Extraordinary General Meetings of the Company 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.

Natura &Co Holding S.A.

Table of Contents

1.	Information on the matters subject to resolution	p. 4
2.	Management Proposal	p. 6
3.	Exhibit I: Item 10 of the Company's Reference Form	p. 14
4.	Exhibit II: Items 12.5 to 12.10 of the Company's Reference Form	p. 69
5.	Exhibit III: Item 13 of the Company's Reference Form	p. 96
6.	Exhibit IV: Proposal for Amendment to the Bylaws and Comparative Chart	p. 144

1.

Information on the matters subject to resolution

All information and documents set forth in CVM Rule No. 481/09 ("CVM Rule No. 481") related to the matters subject to resolution in the Annual and Extraordinary General Meetings of the Company, 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,

("AEGM" or "Meetings"), as well as the further information and documents relevant for the exercise of voting rights by the shareholders are available to the shareholders at the Company's principal place of business and on the investor relations website (https://ri.naturaeco.com), on the website of the Brazilian Securities and Exchange Commission - CVM ("CVM") (www gov.br/cvm) and of B3 S.A. - Brasil, Bolsa, Balcão ("B3")(www.b3.com.br).

Under the Call Notice to be disclosed pursuant to Law No. 6,404/76 ("Corporations Act"), the

Meetings shall have the following agenda:

At the Annual General Meeting:

(1) review the managers' accounts, examine, discuss and vote on the management report and the financial statements, together with the independent auditors' report, for the fiscal year ended on December 31, 2020;

(2) examine, discuss and vote on the proposed allocation of the losses assessed in the fiscal year ended on December 31, 2020 to the Company accrued losses account; and

(3) define the global compensation of the Company's managers, to be paid by the date of the annual general meeting at which the Company's shareholders shall vote on the financial statements for the fiscal year ending on December 31, 2021.

At the Extraordinary General Meeting:

(1) resolve on the rectification and ratification of the global compensation of the Company's managers relating to the period from May 2020 to April 2021, fixed at the Company's Annual General Meeting held on April 30, 2020;

(2) resolve on the absorption of the losses assessed in the fiscal year ended on December 31, 2020 by the capital reserve account related to the premium in the issue/sale of the Company's shares;

(3) resolve on the independence of Ms. Georgia Garinois-Melenikiotou, as candidate to the

Company's Board of Directors;

(4) resolve on the election of Ms. Georgia Garinois-Melenikiotou to hold office as independent member of the Company's Board of Directors, for a term of office unified with the other members of the Board of Directors, which will end on the date of the annual general meeting at which the Company's shareholders shall vote on the financial statements for the fiscal year ending on December 31, 2021;

(5) resolve on the updating of article 5 of the Company's Bylaws, so as to reflect the amount of the capital stock confirmed at the Board of Directors' Meeting held on March 16, 2021;

(6) resolve on the amendment to paragraph 1, article 16 of the Company's Bylaws to provide that a majority of the Board of Directors be composed of external members, having at least one third of independent members;