Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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.
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NATURA &CO HOLDING S.A.
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By:
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/s/ José Antonio de Almeida
Filippo
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Name:
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José Antonio de Almeida Filippo
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Title:
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Principal Financial Officer
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By:
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/s/ Itamar Gaino Filho
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Name:
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Itamar Gaino Filho
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Title:
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Chief Legal and Compliance Officer
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Date: April 16, 2021
Item 1
Material fact, filed by Natura &Co
Holding S.A. with the Brazilian Securities Commission on April 16, 2021, regarding guidance.
Natura &Co Holding S.A.
Publicly-Held Company
CNPJ/ME No. 32.785.497/0001-97
NIRE No. 35300531582
CVM Code No. 02478-3
MATERIAL FACT
Disclosure
of New Projections about the Company and Avon International as well as Revision of the Projection of Synergies arising from the Business
Combination between the Company and Avon International.
Natura &Co Holding S.A. (B3: NTCO3;
NYSE: NTCO) (“Company”), in compliance with the provisions of the Brazilian Securities Commission (“CVM”)
Ruling No. 358, of January 3rd, 2002, as amended, of CVM Ruling No. 480, of November 18, 2009, as amended (“CVM Ruling
480”), and of Law No. 6,404, of December 15, 1976, as amended, hereby informs its shareholders and the market in general about
the disclosure of the following projections (guidance) regarding certain financial indicators:
(i) Projections related to the Company
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·
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Consolidated Net Revenue: Between R$47
billion and R$49 billion in the fiscal year to be ended on December 31, 2023.
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·
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Consolidated EBITDA Margin: Between 14%
and 16% in the fiscal year to be ended on December 31, 2023.
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·
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Consolidated Net Indebtedness Ratio: Net
debt equal to or less than 1.0x EBITDA of the twelve months prior to December 31, 2023
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The projections disclosed above include assumptions
such as the Company’s consolidated budget for the current year, as well as its strategic plan for the subsequent years. Furthermore,
the Company considers the following factors:
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(a)
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growth in the global market for cosmetics, fragrances and personal care
items;
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(b)
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expectation of increased penetration of online sales;
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(c)
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Avon International's transformation plan supported by investments in the
implementation of a new commercial model, digitalization of the business and brand rejuvenation program;
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(d)
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investments on the evolution of the digitalized direct sales model, product
innovation and geographic expansion; and
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(e)
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all amounts denominated in US$ consider the exchange rate of US$ 1.00 to
R$ 5.00.
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Specifically for the EBITDA Margin projection,
the Company considered the following assumptions:
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(a)
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revenue growth of all distribution channels, such as, direct sales, own stores, e-commerce, franchises
and others;
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(b)
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gains in operational leverage due to the increase of consolidated revenue;
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(c)
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expansion of the EBITDA margin, deriving from the expansion of the EBITDA margin of Avon International
(as described below);
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(d)
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the continuous margin increase from (i) Natura &Co Latam segment, and (ii) other business segments
based on their respective strategic plans with focus on innovation and expansion of their sales channels, such as retail and e-commerce;
and
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(e)
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completion of the capture of synergies arising from the business combination with Avon (as described below).
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Specifically regarding the projection
related to the net indebtedness ratio, the Company considered a ratio of up to 1.0x its EBITDA is reasonable to its business profile.
The net debt calculation excludes impacts of Purchase Price Allocation (PPA) and leasing obligations.
(ii) Projections of the Avon International
segment
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·
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EBITDA Margin in 2024: mid-teens, on December
31, 2024; and
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·
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Investment program in the period between the
fiscal years of 2021 and 2024 of US$163 million in operational expenses (using a foreign exchange rate of US$1.00 to R$5.00).
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The projections disclosed above include assumptions
such as the Company’s consolidated budget for the current year, as well as its strategic plan for the subsequent years, as well
as the initiatives described for the projections related to the Company on item (i) above.
(c) Projections related to the synergies arising
from the business combination between the Company and Avon
In addition, the Company reviewed its synergies
projection arising from the business combination between the Company and Avon, which were reinstated on November 12, 2020, as per Material
Fact published on the same date.
In view of the above, the Company expects to gradually
capture, during the period from 2020 to 2024, operational synergies in the range of US$350 million to US$450 million on an annual recurring
basis (using a foreign exchange rate of US$1.00 to R$5.00), as indicated below:
These estimates do not consider the one-time costs
for the achievement of the initiatives related to such synergies, which are estimated by the Company to be approximately US$230 million
over the same period of 2020 to 2024.
The expected synergies are based on the assumption
that the Company will be able to successfully implement the following initiatives, among others:
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·
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Sourcing: optimization of purchases of
raw materials, catalogs, freight services, storage, advertising, as well as administrative functions. These activities are expected to
account for synergy gains between US$85 million to US$115 million;
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·
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Manufacturing and distribution: optimization
of the distribution centers network, reducing the complexity of our factory structure and consolidating transportation activities, improving
service levels for Natura’s consultants and Avon representatives, considering, also, synergies captured aside from Natura &Co
Latam. These functions are expected to account for synergy gains between US$100 million and US$125 million (previously estimated in between
US$ 50 million and US$ 75 million);
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·
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Administrative expenses: integration of
areas such as information technology, data center, administrative functions in general, among others. These activities are expected to
account for synergy gains between US$75 million and US$90 million; and
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·
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Natura &Co Latam Revenue: revenue
synergies related to Natura &Co in the range of US$90 million to US$120 million.
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The projections are valid until their effective
implementation or until a new analysis and/or reviews by our management that may alter the projections presented as a result of changes
in the underlying assumptions. Such reviews will be carried out at least annually.
The projections hereby consist of mere estimates
from the Company’s management, and thus are subject to risks and uncertainties, and, under no circumstances, constitute a performance
promise. In case of material change in these factors, the projections will be reviewed. The information about the business perspectives,
projections and financial goals consist of mere predictions, based on the management’s current expectations regarding the future
of the Company. Said expectations depend on market conditions and on the economic outlook in Brazil as well as in the countries and sectors
in which we operate. Any change in the perception or in the factors described above may cause actual results to differ from projections
presented.
In light of the above, section 11 of the Company's
Reference Form will be updated within the period established in CVM Ruling 480, in such a way it will be made available for access by
the investors both through CVM’s website (http://www.cvm.gov.br) and through the Company's investor relations website (https://ri.naturaeco.com/pt-br/).
This Material Fact is merely informative and shall,
under any circumstances, neither be interpreted as an investment recommendation, nor an offer to acquire any securities issued by the
Company.
São Paulo, April 16, 2021.
Viviane Behar de Castro
Investor Relations Officer
Item 2
Synthetic Voting Ballot Map of the
Annual General Meeting ("AGM"), comprising the votes received through the Distance Voting Ballot by the Bookkeeper and Natura &Co Holding S.A., pursuant to CVM Instruction 561.
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NATURA &CO HOLDING S.A.
Publicly Held Company
Entities of the Ministry of Economy (CNPJ/ME)
No. 32.785.497/0001-97
State Registration (NIRE) 35.300.531.582
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Annual General
Meeting - April 16, 2021 - 8:00 a.m. DVB
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Synthetic Voting Ballot Map of the Annual General Meeting ("AGM"), comprising the votes received through the Distance Voting Ballot by the Bookkeeper and the Company, pursuant to CVM Instruction 561. The information in this document reflects the information available in our bookkeeping system as of this date.
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SYNTHETIC VOTING BALLOT MAP
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O N
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RESOLUTION MATTER
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VOTE
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SHAREHOLDING
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% OF CORPORATE CAPITAL
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1
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Simple Resolution
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APPROVE
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380,647,756
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27.654%
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Approval of the management’s report and of the financial statements, together with the independent auditors’ report, related to the fiscal year ended on December 31, 2020.
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REJECT
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0
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0.000%
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ABSTAIN
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56,356,706
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4.094%
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2
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Simple Resolution
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APPROVE
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423,768,963
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30.787%
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Approval of the proposal for allocation of the losses assessed in the fiscal year ended on December 31, 2020 to the Company’s accrued losses account.
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EJECT
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0
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0.000%
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ABSTAIN
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13,235,499
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0.962%
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3
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Simple Resolution
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APPROVE
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154,086,344
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11.195%
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Approval of the management proposal to resolve on the overall
compensation of the Company’s managers, to be paid up to the date of the annual general meeting at which the Company’s shareholders
vote on the financial statements for the fiscal year ending December 31, 2021.
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REJECT
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183,864,261
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13.358%
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ABSTAIN
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99,053,857
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7.196%
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4
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Simple Question
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YES
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305,434,598
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22.190%
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Although not included in the agenda of the AGM, the law allows shareholders who hold at least two percent (2%) of the Company’s capital to request the creation of a Fiscal Council. As required by law, this Ballot contains simple question No. 4 for the shareholder to express their opinion on the creation of the Fiscal Council. The Management suggests that the shareholders who opt for the remote voting vote “no” or “abstain” in the answer to the simple question No. 4. for the reasons exposed in the Management Proposal for the Annual and Extraordinary General Meetings to be held on April 16. 2021, available on Natura &Co’s website for Investors Relations (https://ri.naturaeco.com) and on CVM (www.gov.br/cvm) and B3 (www.b3.com.br) websites. Do you wish to request the instatement of the Fiscal Council, pursuant to article 161 of Law No. 6.404 of 1976?
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NO
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82,976,045
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6.028%
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ABSTAIN
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48,593,819
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3.530%
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5
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Simple Question
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YES
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401,685,048
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29.183%
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If a second call is necessary regarding the AGM, may the voting instructions included in this Remote Voting Ballot also be considered in the event of resolution for the matters of the AGM at a second call?
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NO
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32,957,257
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2.394%
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ABSTAIN
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2,362,157
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0.172%
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Item 3
Synthetic Voting Ballot Map of the
Extraordinary General Meeting (“EGM”), comprising the votes received through the Distance Voting Ballot by the Bookkeeper
and by Natura &Co Holding S.A., pursuant to CVM Instruction 561.
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NATURA &CO HOLDING S.A.
Publicly-Held Company
Entities of the Ministry of Economy (CNPJ/ME) No. 32.785.497/0001-97
State Registration (NIRE) 35.300.531.582
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Extraordinary General Meeting- April 16, 2021 – 8:00 a.m. DVB
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Synthetic Voting Ballot Map of the Extraordinary General Meeting (“EGM”), comprising the votes received through the Distance Voting Ballot by the Bookkeeper and by the Company, pursuant to CVM Instruction 561. The information in this document reflects the information available in our bookkeeping system as of this date.
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SYNTHETIC VOTING BALLOT MAP
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O N
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RESOLUTION MATTER
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VOTE
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SHAREHOLDING
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% OF CORPORATE CAPITAL
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1
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Approval of 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.
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APPROVE
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229,732,063
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16.69%
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REJECT
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159,167,225
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11.56%
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ABSTAIN
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48,924,232
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3.55%
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2
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Approval of 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.
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APPROVE
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424,185,190
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30.82%
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REJECT
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388,100
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0.03%
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ABSTAIN
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13,250,230
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0.96%
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3
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Resolve on the independence of Ms. Georgia Garinois-Melenikiotou, as candidate to the Company’s Board of Directors.
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YES
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407,926,492
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29.64%
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NO
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1,746,333
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0.13%
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ABSTAIN
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28,150,695
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2.05%
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4
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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.
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APPROVE
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417,928,764
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30.36%
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REJECT
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4,274,692
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0.31%
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ABSTAIN
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15,620,064
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1.13%
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5
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Approval of 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.
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APPROVE
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423,351,428
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30.76%
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REJECT
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0
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0.00%
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ABSTAIN
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14,472,092
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1.05%
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6
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Approval of 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.
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APPROVE
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434,900,403
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31.60%
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REJECT
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0
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0.00%
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ABSTAIN
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2,923,117
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0.21%
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7
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Approval of the amendment to letter “j”, paragraph 4, article 18 of the Company’s Bylaws, to exclude the obligation that at least one Co-Chairman of the Board of Directors be a member of the Organizational Development and Personnel Committee.
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APPROVE
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424,588,021
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30.85%
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REJECT
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0
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0.00%
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ABSTAIN
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13,235,499
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0.96%
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8
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Approval of the amendment to item (xxv) of article 20 of the Company’s Bylaws, to provide that the Board of Directors shall issue a statement on conducting public offerings for the purchase of shares the subject matter of which are other securities convertible into or exchangeable for shares issued by the Company, in addition to its shares.
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APPROVE
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433,804,418
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31.52%
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REJECT
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0
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0.00%
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ABSTAIN
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4,019,102
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0.29%
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9
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Approval of the inclusion of the new item (xxviii) in article 20 of the Company’s Bylaws, to provide that the Board of Directors shall issue a statement on the terms and conditions of corporate restructurings, capital increases and other transactions giving rise to change of control and decide whether these transactions assure fair and equitable treatment to the company’s shareholders.
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APPROVE
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433,804,418
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31.52%
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REJECT
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0
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0.00%
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|
ABSTAIN
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4,019,102
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0.29%
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|
10
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Approval of the inclusion of the new item (xxix) in article 20 of the Company’s Bylaws, to provide that the Board of Directors shall assess and annually disclose who are the independent directors of the Company, as well as inform and justify any circumstances that may jeopardize their independence.
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APPROVE
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434,900,403
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31.60%
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REJECT
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0
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0.00%
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ABSTAIN
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2,923,117
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0.21%
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|
11
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Approval of the inclusion of the new item (xxx) in article 20 of the Company’s Bylaws, to provide that the Board of Directors shall resolve on the transactions with related parties it is empowered to resolve upon, as defined in the corresponding policy of the Company.
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APPROVE
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433,804,418
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31.52%
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REJECT
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0
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0.00%
|
|
ABSTAIN
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4,019,102
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0.29%
|
|
12
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Approval of the amendment to item (xxvi), article
20 and to letter “c”, paragraph 2, article 24 of the Company's Bylaws, to correct the wording and cross-reference.
|
APPROVE
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423,351,428
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30.76%
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REJECT
|
0
|
0.00%
|
|
ABSTAIN
|
14,472,092
|
1.05%
|
|
13
|
Approval of the restatement of the Company's Bylaws, to reflect the amendments set forth in the items above.
|
APPROVE
|
424,588,021
|
29.04%
|
|
REJECT
|
0
|
0.00%
|
|
ABSTAIN
|
13,235,499
|
0.96%
|
|
14
|
If necessary a second call for the EGM, the voting instructions contained herein can also be considered in the assumption of EGM on a second call?
|
YES
|
397,610,170
|
27.08%
|
|
NO
|
37,851,193
|
2.74%
|
|
ABSTAIN
|
2,362,157
|
0.17%
|