SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
NATURA &CO HOLDING S.A.
|
|
|
|
|
|
By:
|
/s/ José Antonio
de Almeida Filippo
|
|
Name:
|
José Antonio de Almeida Filippo
|
|
Title:
|
Principal Financial Officer
|
|
|
|
|
|
By:
|
/s/ Itamar Gaino
Filho
|
|
Name:
|
Itamar Gaino Filho
|
|
Title:
|
Chief Legal and Compliance Officer
|
Date: March 8, 2021
Item 1
Minutes of the Board of Directors’
Meeting Held on March 3, 2021.
NATURA &CO HOLDING S.A.
CNPJ/ME No. 32.785.497/0001-97
|
Publicly-Held Company
|
NIRE 35.3.0053158-2
|
Minutes
of the Board of Directors’ Meeting
Held
on March 3, 2021
I. Date,
Time and Place: On March 3, 2021, at 10:00 a.m., by conference call.
II. Call
Notice: Waived due to the attendance, by conference call, of all members of the Board of Directors, pursuant to paragraph
2, article 15 of the bylaws of Natura &Co Holding S.A. (“Company”).
III. Quorum:
All members of the Company’s Board of Directors were in attendance, namely: Guilherme Peirão Leal, chairman of
the meeting and Co-Chairman of the Board of Directors; Antônio Luiz da Cunha Seabra, Co-Chairman of the Board of Directors;
Pedro Luiz Barreiros Passos, Co-Chairman of the Board of Directors; Roberto de Oliveira Marques, Executive Chairman of the Board
of Directors; Gilberto Mifano, independent board member; Carla Schmitzberger, independent board member; Fábio Colletti
Barbosa, independent board member; Jessica DiLullo Herrin, independent board member; Ian Martin Bickley, independent board member,
Nancy Killefer, independent board member, W. Don Cornwell, independent board member, and Andrew George McMaster Jr., independent
board member. Mr. Moacir Salzstein, secretary of the meeting, was also present. Messrs. Eduardo Rogatto Luque and Helmut Bossert,
members of the Fiscal Council, were also present, pursuant to article 163, §3 of Law No. 6,404/76. Mr. Carlos Elder Maciel
de Aquino, member of the Fiscal Council, was also invited to participate in meeting, not having attended.
IV. Presiding
Board: Mr. Guilherme Peirão Leal chaired the meeting and invited Mr. Moacir Salzstein to act as secretary.
V. Agenda:
To resolve on the recommendation of the approval, by the Company’s shareholders to meet at the Company’s ordinary
and extraordinary general meetings to be held on April 16, 2021 (“OEGM”), of the management’s annual
report, of the financial statements and of the explanatory notes, together with the draft of the external independent auditors’
opinion and favorable opinion of the Audit, Risk Management and Finance Committee and proposal of allocation of the result of
year, related to the fiscal year ended on December 31, 2020.
VI. Resolutions:
After discussions related to the matters included in the Agenda, and having in view the reviewed information received by the
Company, the members of the Board of Directors unanimously and without any reservation approved the recommendation, in accordance
with the provisions of article 142, item V, of Law No. 6,404/76 and of article 20, item X of the Company’s Bylaws, the approval,
by the Company’s shareholders to meet at the OEGM, of the annual report of the management, of the financial statements and
of the explanatory notes together with the draft of external independent auditors’ opinion, favorable opinion of the Audit,
Risk Management and Finance Committee and favorable manifestation of the Board of Officers, as well as the proposal of allocation
of the losses assessed in the year ended on December 31, 2020 in the retained losses account of the Company, as registered in
the Company’s financial statements, pursuant to article 189 of Law No. 6,404/76, such documents which will be disclosed
on March 4, 2021 and published in the Official Gazette of the State of São Paulo and in newspaper Valor Econômico
on March 5, 2021.
VII. Closing:
The Chairman thanked everyone for being present and declared the meeting adjourned, suspended the meeting for these minutes
to be drafted, which, after being read, discussed and found to be in order, were approved and signed by the board and by the attending
members.
São
Paulo, March 3, 2021.
These
minutes are a true copy of the original drafted in the proper book.
Moacir
Salzstein
Secretary
Item 2
Minutes
of the Board of Officers’ Meeting Held on March 3, 2021.
NATURA &CO HOLDING S.A.
CNPJ/ME No. 32.785.497/0001-97
|
Publicly-Held Company
|
NIRE 35.3.0053158-2
|
Minutes
of the Board of Officers’ Meeting
Held
on March 3, 2021
I. Date,
Time and Place: March 3, 2021, at 8 a.m., through conference call.
II. Call
Notice: Waived due to the attendance of all members of the Board of Officers of Natura &Co Holding S.A. (“Company”
or “Natura &Co”), under paragraph 2, article 15 of the Company’s Bylaws.
III. Quorum:
All members of the Company’s Board of Officers were in attendance, namely: José Antonio de Almeida Filippo –
Financial Officer; Itamar Gaino Filho – Legal and Compliance Officer; Joselena Peressinoto Romero – Purchase and Operations
Global Officer; João Paulo Brotto Goncalves Ferreira – Executive Officer for Latin America; Moacir Salzstein –
Corporate Governance Officer; and Viviane Behar de Castro – Investor Relations Officer.
IV. Presiding
Board: Mr. José Antonio de Almeida Filippo chaired the meeting, and invited Mr. Itamar Gaino Filho to act as secretary.
V. Agenda:
To resolve on the management’s annual report, the financial statements and the explanatory notes, accompanied by the draft
of the external independent auditors’ opinion, for the fiscal year ended on December 31, 2020, and their submission to the
Board of Directors.
VI. Resolutions:
Having examined and discussed the matter contained in the Agenda, the members of the Board of Officers unanimously and with no
reservation approved the management annual report, the financial statements and the explanatory notes, accompanied by the draft
of the external independent auditors’ opinion, for the fiscal year ended on December 31, 2020 and their submission to the
appreciation of the Board of Directors.
VII. Adjournment:
The Chairman thanked everyone for being present and declared the meeting adjourned, but first he suspended the meeting so
that these minutes could be drafted, which, after being read, discussed and found to be in order, were approved and signed by
the presiding board and by the attending officers.
São
Paulo, March 3, 2021.
The above
matches the original minutes drawn up in the proper book.
Itamar
Gaino Filho
Secretary
Item 3
Minutes
of the Audit, Risk Management and Finance Committee’s Meeting Held on March 2, 2021.
NATURA &CO HOLDING S.A.
CNPJ/ME No. 32.785.497/0001-97
|
Publicly-Held Company
|
NIRE 35.3.0053158-2
|
MINUTES
OF THE MEETING OF THE AUDIT,
RISK
MANAGEMENT AND FINANCE COMMITTEE HELD ON MARCH 2, 2021
I. Date, Time and Place: On March 2, 2021, at 1:45 p.m., by conference call.
II. Quorum: All members of the Audit, Risk Management and Finance Committee (“Audit Committee”) were
in attendance, namely: Roberto de Oliveira Marques, Gilberto Mifano, Fábio Colletti Barbosa, Andrew George McMaster Jr.
and Luiz Carlos Passetti. Mr. Moacir Salzstein, secretary of the meeting, was also present.
III. Presiding Board: Mr. Gilberto Mifano presided over the meeting and invited Mr. Moacir Salzstein to act as secretary.
IV. Agenda: review, in accordance with Article 2.3 and 4.1(iii) of the Audit Committee’s Internal Rules, the Company’s
financial statements related to the fiscal year ended on December 31, 2020.
V. Resolutions: after analyzing and discussing the agenda, the members of the Company's Audit Committee, by unanimous
vote and without qualifications, expressed themselves in favor of the Company's financial statements for the fiscal year ended
on December 31, 2020 and committed to present a recommendation for the approval of such statements to the Board of Directors.
VI. Closing: The Chairman declared the meeting adjourned and suspended the meeting for the drafting of these minutes, which,
after being read, discussed and found to be in order, were approved and signed by the board, by the attending members and by the
external advisor.
São
Paulo, March 2, 2021.
[signatures
follow on the next page]
[signature
page of the Minutes of the Meeting of the Audit, Risk Management and Finance Committee Meeting of Natura &Co Holding S.A.,
dated March 2, 2021]
Presiding Board:
|
|
|
Gilberto
Mifano
Chairman
of the Meeting
|
|
Moacir
Salzstein
Secretary
of the Meeting
|
|
|
|
|
|
|
|
|
|
Members
of the Audit Committee:
|
|
|
|
|
|
Roberto
de Oliveira Marques
|
|
Gilberto
Mifano
|
|
|
|
|
|
|
|
|
|
Fábio
Colletti Barbosa
|
|
Andrew
George McMaster Jr.
|
|
|
|
|
|
|
|
|
|
Luiz
Carlos Passetti
|
|
|
Item 4
Minutes
of the Fiscal Council’s Meeting Held on March 1, 2021.
NATURA &CO HOLDING S.A.
CNPJ/ME No. 32.785.497/0001-97
|
Publicly-Held Company
|
NIRE No. 35.300.531.582
|
Minutes
of the FISCAL Council’s Meeting
Held
on MARCH 1, 2021
I. Date,
Time and Place: March 1, 2021, at 12 p.m., through conference call.
II. Call
Notice: The call notice was waived, in view of the attendance of all acting members of the Fiscal Council of Natura &Co
Holding S.A. (“Company” or “Natura &Co”).
III. Quorum:
All Fiscal Council Members were present via videoconference, following the guidelines for Covid-19 prevention.
IV. Presiding
Board: Mr. Eduardo Rogatto Luque presided over the meeting, and he invited Mr. Moacir Salzstein to act as secretary.
V. Agenda:
To analyze the management’s annual report, the financial statements and the explanatory notes, accompanied by the draft
of the opinion of the independent external auditors, for the fiscal year ended on December 31, 2020, in compliance with the provision
of Article 163, item VII, of Law No. 6,404/76 and Articles 4 and 5 of the Internal Rules of the Fiscal Council of Natura &Co.
VI.
Presentations:
a. Mr. José Antonio de Almeida Filippo, Chief
Financial Officer of the Company, presented to the Fiscal Council members the operating and financial results of the
Company and its subsidiaries for the fiscal year ended on December 31, 2020.
b. Subsequently, Ms. Mercedes Stinco, Risk Officer, updated the Fiscal Council on the current
status of the Company's SOX (Sarbanes-Oxley Act) Program, relating to the works carried out by the Company in this respect, until
December 31, 2020.
c. The representatives of PricewaterhouseCoopers Auditores Independentes (“PwC”)
presented to the Fiscal Council members the results of the audit works conducted by PwC regarding the fiscal year ended on December
31, 2020.
VII. Resolutions:
a. After the questions deemed necessary by the
Fiscal Council members were made, with respect to the operating and financial results of
the Company and of its subsidiaries, and after they received the requested
clarifications, the Fiscal Council members were satisfied with the presentation made by Mr. José Antonio de Almeida
Filippo.
b. After the questions deemed necessary by the
Fiscal Council members were made, with respect to the status of the Company's SOX (Sarbanes-Oxley
Act) Program, and after they received the requested clarifications, the
Fiscal Council members were satisfied with the presentation made by Ms. Mercedes Stinco.
c. Considering the draft of the report to be issued without reservations by PwC, the acting members of the Fiscal Council were
favorable to the filing of the management annual report, of the financial statements and
of the explanatory notes, accompanied by the opinion of the external independent auditors, for the fiscal year ended on December
31, 2020, prepared in accordance with the regulations of the Brazilian Securities and Exchange Commission
- CVM and with the applicable accounting rules. In addition, they were favorable to the approval,
at the shareholders' Annual General Meeting, of the management annual report, of the financial statements relating for the fiscal
year ended on December 31, 2020 and of the results allocation in the form provided in the financial statements.
VIII. Adjournment:
There being nothing further to discuss, the Chairman of the Company’s Fiscal Council thanked all for their presence
and ordered the adjournment of the meeting, and these minutes were drawn up, which, after being read and found to be in order,
were signed by all Fiscal Council Members attending the meeting. After issue of the final opinion of the PwC auditors without
reservations, the respective opinion of the Fiscal Council (Exhibit I) shall be issued in accordance with the provisions of the
Company's Bylaws, and in accordance with Article 163, II, of Law No. 6,404/76, as amended, and with its Internal Rules.
São
Paulo, March 1, 2021.
Presiding Board:
|
|
|
|
|
|
Eduardo
Rogatto Luque
Chairman
|
|
Moacir
Salzstein
Secretary
|
Fiscal Council Members
in attendance:
|
|
|
|
|
|
Eduardo
Rogatto Luque
|
|
Carlos
Elder Maciel de Aquino
|
|
|
|
|
|
|
|
|
|
Helmut
Bossert
|
|
|
NATURA &CO HOLDING S.A.
National Register of Legal Entities
of the Ministry of Economy (CNPJ/ME) No. 32.785.497/0001-97
|
Publicly-Held Company
|
State Registration (NIRE) No. 35.300.531.582
|
FISCAL
Council's Opinion
The
Fiscal Council of Natura &Co Holding S.A. (“Company”), in accordance with the duties provided for in the Company's
Bylaws, in its Internal Rules and in the items of Article 163 of Law No. 6,404/76, as amended, examined: (a) the auditor's report
issued without reservations by PricewaterhouseCoopers Auditores Independentes and (b) the report on the Company's performance
made by the Chief Financial Officer. Based on the documents examined and on the clarifications provided, the undersigned acting
Fiscal Council members were favorable to the approval, at the shareholders' Annual General Meeting, of the Annual Management Report,
of the Financial Statements for the fiscal year ended on December 31, 2020 and of the allocation of the results of said fiscal
year, in the form set forth in the Financial Statements.
São
Paulo, March 4, 2021.
|
|
|
|
|
|
Eduardo
Rogatto Luque
|
|
Carlos
Elder Maciel de Aquino
|
|
|
|
|
|
|
|
|
|
Helmut
Bossert
|
|
|