Natura & S A : Notice to the Market - Related Parties Transactions

NATURA &CO HOLDING S.A.

Publicly-Held Company

National Register of Legal Entities of the Ministry of Economy (CNPJ/ME) No. 32.785.497/0001-97

State Registration (NIRE) No. 35.300.531.582

NOTICE TO THE MARKET

RELATED PARTIES TRANSACTIONS

Natura &Co Holding S.A. (the "Company" or "Natura &Co"), in compliance with the provisions of article 30, item XXXIII, of Ruling No. 480 issued by the Brazilian Securities and Exchange Commission, on December 7, 2009, as amended, communicates to its shareholders and to the market in general that, on January 8, 2021, the transaction described below was entered into by and between the related parties (the "Transaction"), as approved at the Company's Audit, Risk Management and Finance Committee Meeting (the "Audit Committee") and at the Board of Directors' Meeting, held on January 8, 2021 (the "BoD Approval Meeting").

The negotiation and execution of the Transaction have been submitted and approved by Audit Committee and by the Company's Board of Directors, in accordance with the terms of the Company's Related Parties Transactions and Management of Conflicts of Interest ("Related Party Transactions Policy"), and also observed a bidding procedure that involved other candidates, following the policy for contracting of suppliers of Natura Cosméticos.

Parties	A special purpose company indirectly held by Messrs. Antônio Luiz da Cunha Seabra,
	Guilherme Peirão Leal and Pedro Luiz Barreiros Passos (as detailed below), as lessor and
	surface-right owner ("Bresco IX");
	Natura Cosméticos S.A., as lessee and owner ("Natura Cosméticos");
	Indústria e Comércio de Cosméticos Natura Ltda., as guarantor ("Natura Indústria"); and
	Natura &Co, as guarantor.
Relationship with	Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros
the Company	Passos, Co-Chairmen of Company's Board of Directors and shareholders in the Company's
	controlling group, indirectly control Bresco IX.
	Bresco IX is a company that is 99.99% owned by Bresco Holding Ltda. ("Bresco Holding"),
	which, in turn, is owned by Bresco Growth Fundo de Investimento Imobiliário ("Bresco
	Growth FII").
	Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros
	Passos indirectly control Bresco Growth FII. Other quotaholders not related to Messrs. Antônio
	Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos have interest
	in Bresco Growth FII.
Transaction Date	The execution date of the Agreement (as defined below) is January 8, 2021.
	Natura Cosméticos and Bresco IX shall draw up the Deed (as defined below) within ten (10)
	business days counted as from the date of receipt by Bresco IX of the notice to be sent by
	Natura Cosméticos regarding the fulfillment of certain conditions precedent set forth in the
	Agreement.
Contractual	The total amount of the Agreement estimated by the Company is one hundred and thirteen
Amount	million, seven hundred and forty-two thousand, one hundred and eighty-nine reais (BRL
	113,742,189.00).
Compensation	Natura Cosméticos shall pay to Bresco IX a monthly rent in the amount corresponding to six
	hundred and thirty-one thousand, nine hundred and one reais and five centavos (R$631,901.05),
	adjusted for inflation in the manner set forth in the Agreement.

JUR_SP - 38980711v2 - 2324006.468761

Purpose and main	Natura Cosméticos, wholly-owned subsidiary of the Company, seeking to expand its
terms	and	distribution network and increase its logistics efficiency through the installation of a new
conditions		distribution center ("Project"), acquired two (2) real estates in the State of Alagoas ("Real
		Estates").
		With the purpose of not immobilizing investments and in order to avoid using its own resources
		for the construction of the Project, Natura Cosméticos chose to conduct a bidding and contract
		a company to build and lease the Real Estates by demand (build-to-suit).
		Bresco IX submitted the most advantageous proposal and entered into the real estate lease
		agreement, under the build-to-suit regime, for subsequent lease, with the Lessor (the
		"Agreement"), through which it will carry out the construction, for subsequent lease, of the
		Project, being responsible for the costs, execution of the construction and for obtaining the
		licenses related to the Project's regularity from a building and security point of view, among
		other obligations provided for in the Agreement.
		The lease object of the Contract will be in force for a minimum period of 15 years ("Agreement
		Term").
		Bresco IX will have the option to purchase the Real Estates, to be exercised at its sole discretion
		from the 60th month to the 70th month of the Agreement for a price equivalent to the price paid
		by Natura Cosméticos when of the acquisition of the Real Estates ("Purchase Option").
		If the Purchase Option is exercised by Bresco IX, the Agreement Term may be extended for
		five (5) years, with due regard for the terms of the Agreement.
		Considering that Bresco IX will build the Project, under the built-to-suit regime, in a real estate
		owned by Natura Cosméticos, to later lease it to Natura Cosméticos, Natura Cosméticos will
		constitute a free of charge a surface right of the Real Estates in favor of Bresco IX, with a term
		of effectiveness that is identical to the Agreement Term, through a public deed of constitution
		of surface right (the "Deed" and, jointly with the Agreement, the "Transaction Documents").
		Bresco IX will have the preemptive right to acquire the bare ownership of the Real Estates,
		under equal conditions with third parties, if Natura Cosméticos receives a proposal from third
		parties to sell the Real Estates, subject to the terms of the Deed.
		As a guarantee of Natura Cosméticos' obligations provided for in the Agreement, Natura
		Cosméticos will contract a lease insurance from a reputable and first-rate insurance company.
		In guarantee of the obligations of Natura Cosméticos provided for in the Deed, Natura Indústria
		will grant a guarantee for the benefit of Bresco IX, until May 10, 2021 when the parties, Natura
		Indústria and the Company must execute an amendment to the Indenture, whereby Natura
		Indústria will be replaced by Natura &Co, as guarantor of Natura Cosméticos' obligations under
		the Deed.
Detailed		The Company's management considers that the Transaction has observed commutative
justification of the	conditions and provides for adequate compensatory payment, considering that:
reasons why	the
Company's		(i) the terms and conditions of the Transaction and the Transaction Documents were analyzed
management		and validated by several areas of Natura Cosméticos, including from commercial, technical and
considers that the	legal points of view;
transaction	has
observed		(ii) the terms and conditions of the Transaction were supported by a bidding procedure
commutative		involving six (6) bidding companies and four (4) rounds, observing Natura Cosméticos' policy
conditions	or	for contracting of suppliers, with Bresco IX being chosen as per the best price criterion;
provides	for
adequate		(iii) the terms and conditions of the Transaction were submitted and approved by the
compensatory		Company's Audit Committee, pursuant to the Related Party Transactions Policy; and
payment

1. the terms and conditions of the Transaction were considered, by the Company's Audit Committee, to be consistent with the best market practices for transactions of the same nature

				or similar nature to the Transaction and in accordance with the interests of the Company and
				Natura Cosméticos.
Occasional			Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros
participation	of	Passos, Co-Chairmen of the Company's Board of Directors, informed the other members of the
the	counterparty,	Company's Board of Directors on the extension of their personal interests in relation to the
its	partners	or	subjects of the Approval BoD Meeting's agenda, and left the Approval BoD Meeting during
managers	in	the	the discussions and resolutions regarding the Transaction.
Company's
decision-making	In addition, the representatives of the investment vehicles held by Messrs. Antônio Luiz da
process regarding	Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos in Bresco Growth FII
the transaction or	abstained from voting on the Bresco Growth FII quotaholders board meeting held on December
negotiation	of	the	1, 2020, as set forth in Bresco Growth FII's regulation.
transaction		as
representatives	of	Finally, the representatives of the investment vehicles held by Messrs. Antônio Luiz da Cunha
the	Company,	Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos in Bresco Growth FII also
describing	such	abstained from voting on the Bresco Growth FII quotaholders' general meeting held on the
participation		same date as the Bresco Growth FII quotaholders' board meeting, as set forth in Bresco Growth
				FII's regulations.
				Therefore, there was no participation, by themselves and/or through the representatives of their
				investment vehicles, of Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and
				Pedro Luiz Barreiros Passos in the decision-making process regarding the Transaction and/or
				the Transaction Documents.
				The Company, Natura Cosméticos and Natura Indústria, on one hand, and Bresco IX, Bresco
				Holding, Bresco Gestão e Consultoria Ltda. (manager of Bresco Growth FII), Oliveira Trust
				Distribuidora de Títulos e Valores Mobiliários S.A.(administrator of Bresco Growth FII), as
				well as the managers and administrators of the investment vehicles of Messrs. Antônio Luiz da
				Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos in Bresco Growth FII,
				on the other hand, do not have joint managers/administrators.
				São Paulo, January 19, 2021.
				Viviane Behar de Castro
				Investor Relations Officer