Natura &Co Commences Global Offering of Common Shares

Brazil's Anti-Trust Authority

Natura &Co announced a global offering of common shares.

The Sao Paolo-based company announced it has commenced a global offering of approximately R$6,207.2 million (US$1,106.3 million), based on a price of R$51.13 per share, corresponding to the closing price of the common shares on the Novo Mercado segment of the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão) on September 30, 2020.

The global offering consists of (i) an international offering of common shares, including in the form of American Depositary Shares (“ADSs”), in the United States and elsewhere outside of Brazil by the international underwriters and (ii) a concurrent offering of common shares in Brazil, and is expected to be priced on October 8, 2020. ADSs represent two common shares of Natura &Co.

Natura intends to use the net proceeds of this offering to: (1) support investments to accelerate growth over the next three years 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 Carbon net Zero Program, progressing in circularity of packaging and ingredients and developing a more diverse and inclusive workforce while improving quality of life of its network; and (2) optimize its capital structure by accelerating deleveraging and reducing its U.S. dollar-denominated debt and eliminating restrictive covenants.

The offering is being conducted pursuant to a registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission, or the SEC, on the date hereof, which automatically became effective upon filing, and an accompanying preliminary prospectus supplement filed with the SEC on the date hereof. The registration statement on Form F-3 and the accompanying preliminary prospectus supplement may be accessed through the SEC’s website at www.sec.gov.

BofA Securities, Morgan Stanley, Bradesco Securities, Inc., Citigroup, and Itau BBA USA Securities, Inc. will serve as international underwriters with respect to the offering of the ADSs and as placement agents on behalf of the Brazilian placement agents with respect to the placement of common shares sold outside of Brazil, not in the form of ADSs.