Minutes of the Board of Directors' Meeting held on March 03, 2020 (10:00)

March 04, 2020 at 02:49 am

	NATURA COSMÉTICOS S.A.
National Register of Legal	Publicly-Held Company Identification Number before the
Entities of the Ministry of	Registry of Companies (NIRE)
Economy (CNPJ/MF) No.	35.300.143.183
71.673.990/0001-77

MINUTES OF THE EXTRAORDINARY GENERAL MEETING

HELD ON MARCH 3, 2020

I - Date, Time and Place: March 3, 2020, at 10:00 a.m., at the registered office of Natura Cosméticos S.A. ("Company"), located in the city of São Paulo, State of São Paulo, at Avenida Alexandre Colares, No. 1188, Vila Jaguara, CEP 05106-000.

- Call Notice: Call notice waived due to the presence of the sole shareholder of the Company, pursuant to paragraph 4, article 124, of Law No. 6,404, of December 15, 1976, as amended ("Corporations Act").
Pursuant to article 1, paragraph 2, of CVM Ruling No. 481/09, the rules of such Ruling are not applicable to the Company, since the Company has no outstanding shares on this date.

- Attendance: Shareholder representing the totality of the Company's corporate capital, according to the signature in the Shareholders' Attendance Book.

IV - Board: Mr. Itamar Gaino Filho, Chairman; Mr. Moacir Salzstein, Secretary.

V - Agenda: To resolve on:

the conversion of the Company's registration with the Securities Exchange Commission ("CVM"), from category "A" issuer to category "B" issuer, pursuant to CVM Ruling No. 480/09;
the amendment and restatement of the Company's Bylaws, to adapt it to its status as wholly-owned subsidiary, publicly-held company, under category B of issuers;
the change of the composition of the Company's Board of Directors; and
the authorization so that the board of directors and board of officers may perform all acts necessary to implement the resolutions above.

VII - Drawing-upof the Minutes. The drawing up of these minutes in summary form and its publication with omission of the shareholders' signatures was authorized, as permitted by article 130, paragraphs 1 and 2, of the Corporations Act.

VII - Resolutions: The following resolutions were approved:

The conversion of the Company's registration with the CVM, from category "A" issuer to category "B" issuer, pursuant to CVM Ruling No. 480/09;
The amendment of the following articles of the Company's Bylaws, as per the numbering contained in its currently effective version:

amendment of article 1, main section, and article 35, to exclude mentions to the listing of the
Company's shares in the Novo Mercado segment of B3 S.A. - Brasil, Bolsa e Balcão ("B3"), and to include a new sole paragraph in article 1, which shall be in force with the following terms:

"Article 1 - NATURA COSMÉTICOS S.A. is a publicly-held company, governed by these bylaws ("Bylaws"), and by the applicable legislation.

Sole Paragraph - The Company is a wholly-owned subsidiary of Natura &Co Holding S.A. ("Natura &Co")."

"Article 35 - The cases not set forth herein shall be resolved at the General Meeting and governed by the provisions of Law No. 6,404/76, of December 15, 1976."

amendment of the wording of article 16, main section, in order to state that the Board of Directors shall be formed by at least three (3) and at the most four (4) members, which article shall be in force with following terms:

"Article 16 - The Board of Directors shall be formed by at least three (3) and at most four (4) members, all elected and dismissed by the General Meeting, for a unified term of office of up to two (2) years, reelection being permitted.";

amendment to the wording of article 15, paragraph 1, to reflect the provision that the Board of Directors shall only have one Chairman, which articles shall be in force on the following terms:

"Article 15 - Paragraph 1 - In the event of a tie in the voting of a matter at a meeting of the Board of Directors, the Chairman of the Board of Directors presiding the meeting shall have the casting vote to tie-break the resolution."

amendment to article 3, sole paragraph, exclusion of article 6, paragraph 2, of article 8, sole paragraph, and of articles 9 and 11, amendment to articles 7 and 13, paragraph three, exclusion of article 20, item xviii, and amendment to article 20, item xxvi, of article 26, paragraph one, and of article 28, main section and paragraphs one and two, to reflect the fact that the Company is a wholly-owned subsidiary and has one shareholder, with the amended the articles below, which shall be in force withthe following wording:

"Article 3 - Sole Paragraph - The development of the activities connected to the corporate purpose takes the following factors into account: (i) the short- and long-term interests of the Company and shareholder thereof, and (ii) the short- and long-term economic, social, environmental, and legal effects, with respect to the associates, suppliers, partners, clients and other creditors thereof, as well as the communities in which the Company operates locally and globally."

"Article 7 - All of the Company's shares shall be held in book-entry form, in the name of their holders, and shall be held in a trust account with a financial institution authorized by the Brazilian Securities and Exchange Commission - CVM."

"Article 13 - Paragraph 3 - The managers, in the exercise of their duties, shall observe the short- and long-term interests of the Company, including the interests and expectations of the shareholder, associates, suppliers, partners, clients and other creditors, of the communities in which the Company operates locally and globally, as well as the impacts on the environment."

"Article 20 - (xxvi) To decide on (i) the statement of interim dividends, pursuant to article 28, paragraph 3; and (ii) the payment or credit of interest on net equity in the course of the exercise to shareholder, pursuant to the applicable legislation."

"Article 26 - Paragraph 1 - The Fiscal Council shall not operate on a permanent basis and shall only be installed upon call by the shareholder, in accordance with the legal provisions."

"Article 28 - The shareholder shall be entitled to receive, in each fiscal year, as dividends, a minimum mandatory percentage of thirty percent (30%) on the net profits, with the following adjustments:" (...)

Paragraph 1 - The General Meeting may assign to the managers a share in the profits, subject to the relevant legal limits. The payment of such profit sharing is conditioned upon the allocation to the shareholder of the compulsory dividend referred to in this article. Whenever the semi-annual balance sheet is prepared and interim dividends are paid based on it in an amount at least equal to thirty percent (30%) on the net profits of such period, calculated pursuant to this article, a share of the semi-annual profits may be paid to the managers, upon resolution of the Board of Directors, by referendum of the General Meeting.

Paragraph 2 - The Meeting may resolve on, at any time, distributing dividends due to preexisting profit reserves or profits accrued in the previous years, thus kept as a result of a resolution of the Meeting, after the compulsory dividend referred to in this article is assigned to the shareholder in each year."

amendment of article 19, to exclude the provision that the Board of Directors shall meet ordinarily four (4) times a year, as well as to reflect that the Board of Directors shall have one Chairman, which shall be in force with the following wording:

"Article 19 - The Board of Directors shall meet whenever called by the Chairman of the Board of Directors or by the majority of its members."

the exclusion of article 33, which sets forth dispute resolution by arbitration, and amendment of article 13, paragraph 1, which prior wording mentioned article 33, which shall be in force with the following wording:

"Article 13 - Paragraph 1 - The investiture in the positions shall occur by means of an instrument of investiture in the proper book, signed by the vested administrator, being any guarantee of management waived."

the exclusion of article 12, item (vii), to exclude mentions of the Company's shares being listed in the Novo Mercado segment;

exclusion of article 12, sole paragraph, and of article 36, to reflect the nonexistence of valid shareholders' agreements filed at the Company's headquarters, since the Company is a wholly-owned subsidiary and has only one shareholder;
exclusion of article 16, paragraphs 1 and 6, of article 17, to reflect the fact that the Company is a wholly-owned subsidiary and has only one shareholder, and also the elimination of the prohibition against the same person occupying the positions of Chief Executive Officer or main officer and Chairman of the Board of Directors, as well as the amendment of articles 21, 22, 23 and 24 to reflect the duties of the Board of Officers, including the changes to the positions of "Legal and Compliance Officer" to "Legal Counsel" and "Operational Executive Officer of Direct Sales" to "Operational Business Officer";
the exclusion of article 20, item xxv, of article 30, of article 31, of article 32, of article 37 and of article 38, to exclude provisions for protection of minority shareholders in case of disposal of control and concession of loans to the shareholder, since the Company is a wholly-owned subsidiary and has only one shareholder;
the exclusion of article 18 to reflect the provision that the Board of Directors shall have only one Chairman;
the inclusion of a new chapter, number VI, to set forth the possibility of executing an indemnity agreement with members of the Company's administration, which shall be in force on the following terms:

"CHAPTER VI

INDEMNITY AGREEMENT

Article 29 - Within the limits set forth in this Article, the Company shall indemnify and hold their Directors, members of Committees and other employees that hold management positions or roles in the Company (jointly or separately, "Beneficiaries") harmless, in case of any damage or loss actually incurred by the Beneficiaries in view of the regular exercise of their duties in the Company.

set out in article 159 of Law No. 6,404/76 or reimbursement for losses set out in article 11, paragraph 5, II of Law No. 6,385, of December 7, 1976; and (v) other exclusions of indemnity set forth in the indemnity agreement entered into with the Beneficiary.

Paragraph 2 - If sentenced, by a court, arbitral or administrative decision made final and unappealable, by virtue of acts performed (i) outside of the exercise of his or her duties; (ii) in bad faith, willful misconduct, gross negligence or fraud; or (iii) to his or her own benefit or that of third parties, to the detriment of the Company's corporate interests, the Beneficiary shall reimburse the Company for all costs and expenses incurred with legal counsel, on the terms of the legislation in force.

Paragraph 3 - The indemnification conditions and limits objects of this article shall be established in an indemnification agreement, the standard form of which shall be approved by the Board of Directors, without prejudice to the taking out of a specific insurance to cover for management risks."

(2.1) Afterwards, the change of all of the numbering of the articles of the Company's Bylaws, and the restatement thereof, was approved, to adapt it to the resolutions herein and adjust it to the current governance structure of the Company, including with regard to the duties of the managers, and to update articles 5 and 6, to reflect the resolutions made at the Meeting of the Board of Directors held on October 11, 2019, and it has been agreed that the Restated Bylaws shall be in force pursuant to Exhibit Ihereto;

The removal of Antônio Luiz da Cunha Seabra; Carla Schmitzberger; Guilherme Peirão Leal; Pedro Luiz Barreiros Passos; Fábio Colletti Barbosa; Silvia Freire Dente da Silva Dias Lagnado; Gilberto Mifano; Jessica DiLullo Herrin and Ian Martin Bickley from the positions of Members of the Company's Board of Directors, having been praised and thanked for the relevant services provided to the Company;

(3.1.) After that, the election of the three (3) other people that shall form the Company's Board of Directors, until the end of the term of office of the current Board of Directors, was approved (by virtue of the approval of item (2) (ii) above, which entailed the decrease of the number of members of the Company's Board of Directors to a minimum of three (3) and a maximum of four (4) members, and in item (4), which entailed the removal of all members of the Board of Directors, except for Roberto de Oliveira Marques), who are the following:

Itamar Gaino Filho, Brazilian citizen, married, lawyer, bearer of Identity Card RG No. 25.053.367- 4 SSP/SP, enrolled with the Brazilian Bar Association - São Paulo (OAB/SP) under No. 162,292 and with the Individual Taxpayers' Register of the Ministry of Finance ("CPF/ME") under No. 272.341.378-07, with professional address in the City of São Paulo, State of São Paulo, at Avenida Alexandre Colares, n° 1.188, Vila Jaguara, CEP 05106-000;
João Paulo Brotto Gonçalves Ferreira, Brazilian citizen, married, electrical engineer, bearer of Identity Card RG No. 16.356.342 SSP/SP, enrolled in the CPF/ME under No. 050.269.878-00, with professional address in the City of São Paulo, State of São Paulo, at Avenida Alexandre Colares, n° 1.188, Vila Jaguara, CEP 05106-000; and
José Antonio de Almeida Filippo, Brazilian citizen, married, engineer, bearer of Identity Card RG No. 56.772.997-7 SSP/SP, enrolled with the CPF/ME under No. 750.801.417-00, with professional address in the City of São Paulo, State of São Paulo, at Avenida Alexandre Colares, n° 1.188, Vila Jaguara, CEP 05106-000.

By virtue of the approval of this item (3), the Company's Board of Directors shall be formed by four (4) members, to wit: Roberto de Oliveira Marques, Chairman of the Board of Directors, Itamar Gaino Filho, member of the Board of Directors, João Paulo Brotto Gonçalves Ferreira, member of the Board of Directors, and José Antonio de Almeida Filippo, member of the Board of Directors.

e members of the Board of Directors elected herein shall be invested in the respective offices upon execution of (a) a statement in the sense that they have the required qualifications and comply with the requirements set forth in Article 147 of the Corporations Act, to exercise the respective positions, and that there is no legal bar preventing them from being elected, pursuant to the Brazilian Securities and Exchange Commission (CVM) Rule No. 367 of May 29, 2002; and (b) an instrument of investiture, drafted in the book of minutes of the Board of Directors;

the authorization so that the Board of Directors and the Board of Officers to perform all acts required to consummate the resolutions above.

VIII - Adjournment: There being nothing further to discuss, the Chairman thanked the presence of all attendees and ordered the adjournment of the meeting, which was suspended, in order to allow these to be drawn up, which, after being read, discussed and found to be in order, were approved and signed by the Chairman, by the Secretary and by the sole shareholder. Presiding Board: Itamar Gaino Filho - Chairman; Moacir Salzstein - Secretary. Attending Shareholder: Natura &Co Holding S.A.

São Paulo, March 3, 2020.

These minutes are a true copy of the original drafted in the proper book.

_________________________________

Moacir Salzstein

Secretary

EXHIBIT ITO THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF

NATURA COSMÉTICOS S.A. HELD ON MARCH 3, 2020

BYLAWS

NATURA COSMÉTICOS S.A.

CHAPTER I

NAME, PRINCIPAL PLACE OF BUSINESS, OBJECT AND DURATION

Article 1 - NATURA COSMÉTICOS S.A. is a publicly-held company, governed by these bylaws ("Bylaws"), and by the applicable legislation.

Sole Paragraph - The Company is a wholly-owned subsidiary of Natura &Co Holding S.A. ("Natura &Co").

Article 2 - The Company has its principal place of business and jurisdiction in the City of São Paulo, State of São Paulo.

Sole Paragraph - The Company may open branches, agencies, warehouses, offices and any other establishments in the country as per the resolutions taken by the Board of Officers.

Article 3 - The object of the Company comprises:

exploration of trade, export and import of beauty and hygiene products, toiletries, cosmetics, clothing, food, nutritional complements, medication, including phytotherapic and homeopathic, drugs, pharmaceutical input and house cleaning products, both for human and animal use, and may, for such, perform all acts and carry out all operations related to said end;
exploration of trade, export and import of electrical devices for personal use, jewelry, costume jewelry, articles for the home, articles for babies and children, bedding, tableware and bathroom products, software, phone cards, books, editorial material, entertainment products, phonographic products, and may, for such, perform all acts and carry out all operations related to said end;
the provision of services of any kind, such as services connected to aesthetic treatments, market assistance, registration, planning and risk analysis; and
organization, participation in and administration of, in any form, companies and businesses of whatever kind, as quotaholder or shareholder.

Sole Paragraph - The development of the activities connected to the corporate purpose takes the following factors into account: (i) the short- and long-term interests of the Company and shareholders thereof, and (ii) the short- and long-term economic, social, environmental, and legal effects, with respect to the associates, suppliers, partners, clients and other creditors thereof, as well as the communities in which the Company operates locally and globally.

Article 4 - The term of duration of the Company is indeterminate.

CHAPTER II

SHARE CAPITAL, SHARES AND SHAREHOLDERS

Article 5 - The Company's share capital, subscribed and paid up, is of one billion, seven hundred and twenty-one million, nine hundred and eleven thousand, seventy Reais and eighteen cents (BRL 1,721,911,070.18), divided into eight hundred and sixty-five million, eight hundred and eighteen thousand, one hundred and forty (865,818,140) common registered shares, with no par value.

Sole Paragraph - The Company may not issue preferred shares.

Article 6 - The Company shall be authorized to increase its share capital, regardless of a bylaws amendment, up to the limit of eight hundred and eighty-two thousand, six hundred and twenty, two hundred and fifty (882,620,250) common shares, without par value, by means of resolution of the Board of Directors, which shall set the conditions of the issuance, including the price and term for full payment.

Paragraph 1 - Within the limits of the authorized capital, the Board of Directors may resolve to issue subscription warrants and convertible debentures.

Paragraph 2 - The Company is forbidden to issue founders' shares.

Article 7 - All of the Company's shares shall be held in book-entry form, in the name of their holders, and shall be held in a trust account with a financial institution authorized by the Brazilian Securities and Exchange Commission - CVM.

CHAPTER III

COMPANY'S ADMINISTRATION

SECTION I

GENERAL MEETING

Article 8 - The General Meeting may gather once a year and, on an extraordinary basis, when called pursuant to the law or these Bylaws.

Paragraph 1 - The resolutions of the General Meeting shall be made by the majority of the votes.

Paragraph 2 - The General Meeting may only resolve on matters set out in the agenda, included in the respective call notices.

Article 92 - The General Meeting shall, in addition to the attributions set forth by law:

Elect and remove Board of Directors and Fiscal Council members, as the case may be;
Set the global compensation of the members of the Board of Directors and of the Board of Officers, as well as Fiscal Council Members, if operational;
Assign bonuses through shares and decide on any possible splits or reverse splits;
Approve share-based compensation programs for their managers and employees, as well as managers and employees of other companies directly or indirectly controlled by the Company;
Resolve on the allocation of the net profits of the year and on distribution of dividends; and
Elect the liquidator, as well as the Fiscal Council that will operate during the winding-up period.

SECTION II

MANAGEMENT BODIES

Subsection I

General Provisions

Article 10 - The Company shall be managed by the Board of Directors and by the Board of Officers.

Paragraph 1 - The investiture in the positions shall occur by means of an instrument of investiture in the proper book, signed by the vested administrator, with any bond being waived.

Paragraph 2 - The managers shall hold their offices until the investiture of the substitutes thereof.

Paragraph 3 - The managers, in the exercise of their duties, shall observe the short- and long-term interests of the Company, including the interests and expectations of the shareholders, associates, suppliers, partners, clients and other creditors, of the communities in which the Company operates locally and globally, as well as the impacts on the environment.

Article 11 - The Meeting shall determine the annual global allowance for allocation among the managers and the Board of Directors shall be responsible for allocating the amount individually, in compliance with the provisions set forth in these Bylaws.

Article 12 - Any of the management bodies shall validly meet with the attendance of the majority of its members and resolve by the vote of the majority of those present.

Paragraph 1 - In the event of a tie in the voting of a matter at a meeting of the Board of Directors, the Co-Chairman of the Board of Directors presiding the meeting shall have the casting vote to tie- break the resolution.

Paragraph 2 - Prior call notice of the meeting, as a condition for being valid, can only be waived if all members thereof attend such meeting, and for such purpose, the votes cast in writing shall be accepted.

Paragraph 3 - The meetings of the management bodies may be held exceptionally by conference call, videoconference, e-mail or any other means of communication that allows identification of the members and simultaneous communication with all other persons attending the meeting.

Paragraph 4 - Members who attend the meetings by conference call, videoconference or other means of communication under the terms of the paragraph above shall confirm their vote by means of a statement sent immediately after the meeting has ended to the person presiding the meeting, by letter, fax, e-mail or another means of communication allowing the member to be identified. Once the statement is received, the chairman of the meeting shall be vested with full powers to sign the minutes of the meeting on behalf of the referred member.

Subsection II

Board of Directors

Article 16 - The Board of Directors shall be composed of at three (3) and at most four (4) members, all elected and dismissed by the General Meeting, for a unified term of office of up to one (1) year, reelection being permitted.

Paragraph 1 - The member of the Board of Directors must have an unblemished reputation. Those who (i) hold positions in companies that may be considered competitors of the Company; or (ii) has or represents conflicting interests with the Company; may not be elected, and the member of the Board of Directors may not exercise the right to vote if the same impediment factors arise in a supervening manner, except as otherwise waived by the General Meeting.

Paragraph 2 - Pursuant to art. 115, Paragraph 1 of Law No. 6,404/76, the exercise of the voting rights, in the election of the members of the Board of Directors, in circumstances that constitute a conflict of interest with the Company is forbidden.

Paragraph 3 - A member of the Board of Directors may not have access to information or attend meetings of the Board of Directors related to matters to which he has or represents a conflicting interest with the Company.

Article 14 - The Board of Directors shall meet whenever called by the Chairman of the Board of Directors or by the majority of its members.

Paragraph 1 - The meetings' call notices shall be sent at least seventy-two (72) hours in advance.

Paragraph 2 - All resolutions of the Board of Directors shall be recorded in minutes drafted in the respective book of the Board, signed by the attending directors.

Paragraph 3 - In the event of temporary absence of any member of the Board of Directors, he may be substituted in meetings of the referred body by another director expressly appointed by him, who has a power of attorney with specific powers, including the vote to be cast in the matters* contained in the agenda of each meeting. In this case, the director who is replacing the absent director, in addition to his own vote, shall cast the early vote of the absent director. The absence of an independent director shall only be covered by another independent director.

Article 15 - The Board of Directors shall, in addition to the other duties attributed thereto by the law or the Bylaws:

Exercise the normative functions of the Company's activities, being entitled to call up for its analysis and resolution any matter that is not understood as the exclusive competence of the General Meeting or the Board of Officers;
Establish the general orientation of the Company's businesses, in line with the goals of
Natura & Co.;
Elect and remove the Company's Officers;
Attribute to the Officers their respective duties, observing the provisions of these Bylaws;
Resolve on the calling of the General Meeting, when it deems appropriate, or in the case of article 132 of the Corporation Law (Law No. 6,404/76);
Supervise the Officers' management by inspecting, at any time, the Company's books and papers, and requesting information on agreements executed or that will be executed and any other acts;
Analyze the quarterly results of the operations of the Company;
Choose and dismiss independent auditors;
Call the independent auditors to provide the clarifications they deem necessary;
Provide a statement regarding the the Management Report and the accounts of the Board of Officers, and resolve on their submission to the General Meeting;

Approve annual and multi-annual budgets, strategic plans, expansion projects and investment programs, as well as monitor their implementation, within the limits and pursuant to the business plans approved by Natura & Co.;
Order the performance of inspections, audits or rendering of accounts in the Company's subsidiaries, controlled or affiliated companies, as well as in foundations sponsored by it, pursuant to the procedures approved by Natura & Co.;
Previously issue statements on any subject to be submitted to the General Meeting;
Authorize the issue of shares of the Company, within the limits authorized in article 6 of these Bylaws, establishing the issue conditions, including the paying up price and term, being able also to exclude the preemptive right or reduce the period for its exercise in the issue of shares, subscription warrants and convertible debentures;
Resolve upon the issue of subscription warrants, as set forth in paragraph 1 of article 6 of these Bylaws;
Resolve on the issuance of debentures;
Authorize the Company to provide guarantees to third parties that are not part of the same economic group;
Approve the Board of Officers' authority and its policies, as well as any amendments thereto, pursuant to the governance rules of the Company and of Natura & Co., which shall include rules for (a) the acquisition of fixed and intangible assets and the assumption of financial commitments, (b) the encumbrance of fixed and intangible assets, (c) the contracting of any fundraising and the issuance of any credit instruments to raise funds, whether bonds, notes, commercial papers, promissory notes and other instruments commonly used in the market, also deciding on its issuance and redemption conditions, among other rules of authority, as well as the supervision of compliance with such policy by the members of the board of officers;
Approve the contracting of a trustee institution providing book-entry share services;
Establish, in compliance with the rules of these Bylaws and the current legislation, the order of its work and adopt or issue rules for its operation; and
Decide on (i) the declaration of interim dividends, pursuant to article 28, paragraph 3; and
1. the payment or credit of interest on the stockholders' equity during the year to shareholders, pursuant to the applicable law.

Subsection III

Board of Officers

Article 16 - The Board of Officers, whose members shall be elected and removed at any time by the Board of Directors, shall be formed by at least four (4) and a maximum of ten (10) members, being one Chief Executive Officer, one Chief Financial and Investor Relations Officer, one Chief Legal Officer, one Chief Operational Business Officer and/or one Chief Operational Marketing, Innovation and Sustainability Officer, and the others shall be Chief Executive Operational Officers, with a term of office of three (3) years, reelection being permitted.

Paragraph 1 - The election of the Board of Officers shall occur preferably at the first meeting of the Board of Directors held after the Ordinary General Meeting.

Paragraph 2 - In case of impairment, temporary absence or vacancy in the position of Chief Executive Officer, a substitute shall be appointed by the Board of Directors, at an extraordinary meeting called for such end.

Paragraph 3 - The other Officers shall be replaced, in cases of temporary absence or impairment, with another Officer chosen by the Chief Executive Officer. In case of vacancy, a temporary substitute will be provided until the Board of Directors elects the final substitute thereof for the remaining management term.

Article 17 - The Board of Officers has all powers to take the actions necessary to represent the Company and consummate the corporate purpose, however special they may be, including to waive rights, settle and agree, pursuant to the applicable legal or statutory provisions, with the resolutions taken by the General Meeting and by the Board of Directors and the provisions and restrictions of authorities assigned to them by the Board of Directors, being specially responsible for:

Complying and causing compliance with these Bylaws and the resolutions of the Board of
Directors and of the General Shareholders' Meeting;
Preparing and submitting to the Board of Directors, each year, the strategic plan, the annual revisions thereof and the overall budget of the Company, arranging for the respective performances thereof, pursuant to the governance set forth by Natura & Co.;
To resolve upon the creation, transfer and closure of branches, affiliates, warehouses, offices and any other establishments of the Company in the country, pursuant to the governance procedures set forth by Natura & Co.;
Deciding, up to the limit of authority determined by the Board of Directors, on the acquisition, disposal and/or encumbrance of fixed and intangible assets and financial commitments associated with projects in which the Company intends to invest, pursuant to the definitions and procedures previously approved by Natura & Co.;

To annually submit the Management Report and the accounts of the Board of Officers, together with the report of the independent auditors, and the proposal to allocate the profits of the previous year, to the appraisal of the Board of Directors; and
To submit, on a quarterly basis, the detailed economic and financial interim balance sheet of the Company and controlled companies thereof to the Board of Directors.

Article 18 - The Chief Executive Officer shall, in addition to coordinating the actions of the Officers and managing the conduction of the activities related to the overall planning of the Company:

Convene and preside over meetings of the Board of Officers;
Keep the members of the Board of Directors informed on the activities of the Company and the progress of its transactions;
Propose, and the initiative will not be exclusively incumbent thereupon, to the Board of Directors, the attribution of roles to the Officers, in compliance with the provisions of these Bylaws; and
Carry out any other duties that are committed by the Board of Directors.

Article 19 - The Officers, in addition to carrying out the activities attributed thereto by the Board of Directors, shall have the following duties:

Paragraph 1 - The Chief Financial and Investor Relations Officer shall:

plan, implement and coordinate the Company's financial policy, in addition to organizing, preparing and controlling the Company's budget;
prepare financial statements, manage the accounts and finances of the Company in compliance with the legal determinations in effect;
guide the Company in decision-making that involve risks of a financial nature;
prepare financial reports and provide information related to his area of authority to the
Company's bodies;
plan and execute management policies within his or her scope;
represent the Company before the controlling bodies and the other institutions that operate in the capital market;

provide information to the investing public, to the CVM, to the stock exchange where the Company trades its securities and other bodies related to the activities developed in the capital market, pursuant to the applicable legislation, in Brazil and abroad; and
maintain the Company's registration as publicly-held company up-to-date before the CVM.

Paragraph 2 - The Operational Business Officer shall:

define and implement Natura's commercial strategy in Brazil;
define and implement the marketing and consumer activation strategy for the market referred to in item (a) above; and
manage the salesforce for the market referred to in item (a) above.

Paragraph 3 - The Operational Executive Marketing, Innovation and Sustainability Officer shall:

define and implement the Natura brand strategy;
manage the global communication and medial plan involving the Natura brand;
identify and explore new cultural and social trends, seeking innovation opportunities for the Natura brand;
lead the cycle of innovation, development and management of the Natura brand and product portfolio;
build the institutional presence of the Natura brand through the culture platform; and
structure and implement Natura's sustainability strategy

Paragraph 4 - The General Counsel shall:

advise and assist Natura in relation to matters of a legal nature; and
defend Natura's interests before third parties (I think this would sound strange, since Legal
Counsel should be for the four brands - Natura, Avon, TBS and Aesop - in Latin America - including Brazil. In this case, I see an alternative)

Paragraph 3 - The Executive Operational Officers shall, in addition to the other duties determined by the Board of Directors:

(a) foster the development of activities of the Company, pursuant to its corporate purpose;

coordinate the activities of the Company and controlled companies thereof;
manage the budget of the areas of the Company under his/her responsibility, including management and expenses control;
to coordinate the work in their area and specific responsibilities with that of the other officers; and
represent the Company before clients, press, company and legal, corporate and governmental bodies, safeguarding the interests and protecting its image.

Article 20 - As a general rule and save for the cases referred to in the subsequent paragraphs, the Company may be bound, whenever it is represented by two (2) members of the Board of Officers or by one (1) member of the Board of Officers and one (1) attorney-in-fact, or two (2) attorneys-in-fact, up to the limit of their respective terms of office.

Paragraph 1 - The acts that, for their performance, these Bylaws require prior authorization from the Board of Directors may only be performed once said condition has been fulfilled.

Paragraph 2 - The Company may be represented by only one (1) Officer or one (1) attorney-in- fact in the following cases:

if the action to be taken requires a single representative, it shall be represented by any Officer or attorney-in-fact with special powers; and
with respect to receiving and giving acquittance for amounts owed to the Company, issuing and negotiating, including endorsing and cashing, trade acceptance bills related to its sales, as well as in the case of correspondence that is not binding upon the Company and the performance of simple administrative routine acts, including those performed before public agencies, mixed-capital companies, the Federal Revenue Office, State Treasury Offices, Commercial Registries, Labor Court, National Social Security Institute (INSS), Unemployment Compensation Fund (FGTS) and the collection banks thereof and others of an identical type and the National Health Surveillance Agency (ANVISA).

Paragraph 3 - The Board of Directors may authorize the performance of other acts binding upon the Company by only one of the members of the Board of Officers or an attorney-in-fact, acting alone, or even, by the adoption of criteria of limitation of authority, to restrict, in certain cases, the representation of the Company to only one Officer or an attorney-in-fact.

Paragraph 4 - When appointing attorneys-in-fact, the following rules shall be complied with:

(a) all powers of attorney shall be granted jointly by any two (2) Officers;

if the purpose of the power of attorney is to take actions that require the prior authorization of the Board of Directors, the granting thereof shall be expressly conditioned upon the obtainment of such authorization, which shall be stated in the content thereof; and
unless otherwise approved by the Board of Directors, all powers of attorney granted on behalf of the Company shall have a limited term of effectiveness, except for powers of attorney for representation in administrative proceedings and with a clause granting general authority to the attorney.

Paragraph 5 - The actions taken in violation of the provisions set forth in this article shall not be valid nor shall them be binding upon the Company.

SECTION III

FISCAL COUNCIL

Article 21 - The Company's Fiscal Council, with the duties set forth by law, shall be composed of three (3) members and an equal number of alternates.

Paragraph 1 - The Fiscal Council shall not operate on a permanent basis and shall only be installed upon call by the shareholders, in accordance with the legal provisions.

Paragraph 2 - The investiture of the Fiscal Council members, whether sitting members or alternates thereof, shall be conditioned upon the execution of the instrument of investiture, which shall set forth that it shall be subject to the commitment clause referred to in article 35 of these Bylaws, as well as the compliance with the applicable legal requirements.

CHAPTER IV

DISTRIBUTION OF PROFITS

Article 22 - The fiscal year shall start on January 1 and end on December 31 of each year.

Paragraph 1 - At the end of each fiscal year, the Board of Officers shall prepare, pursuant to the applicable legal principles, the following financial statements:

balance sheet;
statement of results of the fiscal year;
statement of comprehensive income;
statement of changes to the stockholders' equity;
statement of cash flows;

value added statement; and
explanatory notes to the financial statements.

Paragraph 2 - The Board of Directors shall submit to the Ordinary General Meeting a proposal on the intended allocation of net profits, together with the financial statements of the year, subject to the provisions set forth in these Bylaws and in the Law.

Article 23 - The shareholders shall be entitled to receive, in each year, as dividends, a minimum mandatory percentage of thirty percent (30%) on the net profit, with the following adjustments:

the addition of the amounts resulting from the reversal, in the year, of reserves for previously created contingencies;
the decrease of the amounts intended, in the exercise, for the creation of the legal reserve and reserves for contingencies; and
whenever the amount of the minimum compulsory dividend exceeds the realized portion of the net profit for the year, the management may propose, and the General Meeting may approve, the allocation of the excess to create an unrealized profit reserve (article 197 of Law No. 6,404/76, with wording given by Law No. 10,303/01).

Paragraph 3 - The Meeting may resolve on, at any time, distributing dividends due to preexisting profit reserves or profits accrued in the previous years, thus kept as a result of a resolution of the Meeting, after the compulsory dividend referred to in this article is assigned to the shareholders in each year.

Paragraph 4 - The dividends not claimed within three (3) years shall become time-barred to the benefit of the Company.

Paragraph 5 - The Board of Directors may pay or credit interest on net equity, pursuant to the applicable legislation.

Article 24 - The General Meeting may resolve on the capitalization of reserves created in semi-annual or interim balance sheets.

CHAPTER V

COMPANY'S LIQUIDATION

Article 25 - The Company shall be liquidated in cases determined by law, and the General Meeting shall elect the liquidator or liquidators, as well as the Fiscal Council that shall operate during said period, in compliance with the legal formalities.

CHAPTER VI

INDEMNITY AGREEMENT

Article 26 - Within the limits set forth in this Article, the Company shall indemnify and hold their Directors, members of Committees and other employees that hold management positions or roles in the Company (jointly or separately, "Beneficiaries") harmless, in case of any damage or loss actually incurred by the Beneficiaries in view of the regular exercise of their duties in the Company.

Paragraph 1 - The Company shall not indemnify the Beneficiary for (i) acts performed outside of the exercise of his or her duties or powers; (ii) acts with bad faith, willful misconduct, gross negligence or fraud; (iii) acts practiced in their own interest or in the interest of third parties, to the detriment of the Company's corporate interest; (iv) indemnifications arising from social actions set out in article 159 of Law No. 6,404/76 or reimbursement for losses set out in article 11, paragraph 5, II of Law No. 6,385, of December 7, 1976; and (v) other exclusions of indemnity set forth in the indemnity agreement entered into with the Beneficiary.

CHAPTER VII

FINAL AND TRANSITIONAL PROVISIONS

Article 27 - Situations not mentioned in these Bylaws shall be settled at the General Meeting and under the provisions of Law No. 6,404/76, of December 15, 1976."

***

_________________________________

Moacir Salzstein Secretary

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Natura & Co Holding SA published this content on 03 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2020 02:48:09 UTC

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