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/ Guilherme Strano Castellan
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Name:
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Guilherme Strano Castellan
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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: November 12, 2021
Item 1
Material fact dated November 11, 2021 regarding the share buyback program of Natura &Co Holding S.A.
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NATURA &CO HOLDING S.A.
Publicly-Held Company
CNPJ/ME No. 32.785.497/0001-97
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MATERIAL FACT
Natura &Co Holding S.A. (B3: NTCO3), a corporation
with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida Alexandre Colares, n°
1188, Sala A17 – Bloco A, Parque Anhanguera, CEP 05106-000 (“Company”), in compliance with article 157, fourth
paragraph, of Law No. 6,404 of December 15, 1976, as amended (“Corporations Law”), Resolution No. 44, issued by the
Brazilian Securities and Exchange Commission (“CVM”) on August 23, 2021, as amended, and CVM Rule No. 567, of September
17, 2015, as amended (“CVM Rule 567”), informs its shareholders and the market in general that its Board of Directors,
at a meeting held on this date, approved the launch of the Company’s share buyback program (“Share Buyback Program”).
Purpose
The purpose of the Share Buyback Program is to
maximize the creation of value for the Company’s shareholders through an efficient management of its capital structure, by means
of the acquisition of common shares of its own issuance, which may be held in treasury, used for bonuses purposes or subsequently sold
in the market, canceled, without any capital stock reduction, in accordance with the first paragraph of the article 30, of the Corporations
Law and the rules set forth in the CVM’s Rule 567 and also can be used for purposes of backing the exercise of the incentives granted
in accordance with the restricted shares and stock option programs of the Company.
Floating Shares
At this moment, the Company has 844,611,316 outstanding,
common, registered, book-entry shares with no par value, issued by the Company (“Floating Shares”) and 193,340 treasury
shares.
Number of shares to be purchased
The Company may, at its sole discretion and under
the terms of the Share Buyback Program, purchase up to 37,500,000 common, registered, book-entry shares, with no par value, issued by
the Company, corresponding to up to 2.72% of the total shares issued by the Company and up to 4.44% of its Floating Shares.
Price and form of purchase
The purchase transactions will be carried out
at B3 – Brasil, Bolsa, Balcão (“B3”), at market prices, and the Company’s management shall decide
the moment and number of shares to be purchased, whether in a single transaction or in a series of transactions, subject to the limits
set forth in the applicable regulations.
Duration of the Share Buyback Program
The maximum term for the purchases is of twelve
(12) months, beginning on the November 12, 2021 and ending on November 11, 2022 (including).
Financial Institutions
The purchase of Company’s shares will be
intermediated by Itaú Corretora de Valores S.A, enrolled in the National Register of Legal Entities of the Ministry of Economy
(CNPJ/ME) under No. 61.194.353/0001-64.The Company shall retain other financial institutions to act as intermediaries for
the purchase of Company’s shares, in which
case the Company will make the corresponding disclose to the market, in accordance with the applicable regulation.
Available Funds
The transactions performed in the scope of the
Share Buyback Program will be supported by the global amount of capital reserves. The Company possesses capital reserves on sufficient
amount to carry out the Share Buyback Program.
Verification of the Available Funds
The continued existence of funds available to
back the purchase of the Company’s own shares must be verified based on the more recent annual, interim or quarterly financial statements
disclosed by the Company before the actual transfer, to the Company, of the ownership of the shares issued by the Company.
Projected results of the fiscal year
The use of projected sums will not be admitted
for the ongoing fiscal year’s result to back the transactions held in the scope of the Share Buyback Program.
Verifications by the Board of Officers
The Board of Officers may only implement the purchase
if it took all necessary measures to ensure that: (a) the settlement of each transaction on the maturity date is compatible with the Company’s
financial status, not affecting the performance of the obligations assumed before creditors or the payment of the mandatory dividend;
and (b) in case the existence of funds available based on interim financial statements or reflected on the quarterly information reports
(ITR) is verified, there are no predictable facts capable of causing material changes to the amount of such funds during the rest of the
fiscal year.
Treasury shares
As per the applicable legislation, treasury shares
have no property or political rights. In accordance with second paragraph of article 10 of CVM Rule 567, treasury shares are not considered
for the calculation of quorums to open the meetings and discuss matters, set forth in the Corporations Act and in the securities market.
Bonus Shares, Reverse Share Split and Share
Split
If any bonus shares, reverse share split or share
split involving Company’s shares is approved, the number of shares held in treasury will be changed so as to correct the numeric
expression of the volume of the Company’s own shares held by it, without leading to a change in the balance of the balance sheet
account that backed the purchase.
Sale or Cancellation of the Surplus Shares
The shares purchased, as per the Share Buyback
Program may, to the Board of Directors’ discretion, be allocated to the occasional exercise incentives granted in accordance with
the of the restricted shares programs and call options programs in the context of the Company’s incentive plans. The Company shall
also cancel or sell the treasury shares exceeding the balance of available profit and reserves within six (6) months counted from the
disclosure of the annual or interim financial statements or quarterly financial statements in which the surplus is assessed.
Additional Information
The Company shall keep its shareholders and the
market informed about the development of the Share Buyback Program by disclosing a Notice to the Market or a Material Fact on CVM’s
(www.cvm.gov.br), B3’s (www.b3.com.br), and the Company’s (https://ri.naturaeco.com/en/)
page.
Further information on the Share Buyback Program
may be obtained from the Company’s Investor Relations Department on the Company’s page (https://ri.naturaeco.com/en/).
São Paulo, November 11, 2021.
NATURA &CO HOLDING S.A.
VIVIANE BEHAR DE CASTRO
Investor Relation Officer
Item 2
1 Second - Quarter 2021 Results
August 13, 2021
Minutes of the meeting of the board of directors of Natura &Co Holding S.A. held on November 11, 2021 filed with the Brazilian Securities
Commission on November 11, 2021.
NATURA &CO HOLDING S.A.
Publicly-Held Company
CNPJ/ME: 32.785.497/0001-97
State Registration (NIRE): 35300531582
Minutes of the Board of Directors’ Meeting
held on November 11, 2021
I. Date,
Time and Place: On November 11, 2021, at 6:00 pm, 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. (the “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 and Chief Executive
of the Group; Gilberto Mifano, independent director; Carla Schmitzberger, independent director; Fábio Colletti Barbosa, independent
director, Jessica Dilullo Herrin, independent director; Ian Martin Bickley, independent director, Nancy Killefer, independent director,
W. Don Cornwell, independent director, and Andrew George McMaster Jr., independent director. Mr. Moacir Salzstein, secretary of the meeting,
has also attended the meeting.
IV. Presiding
Board: Mr. Guilherme Peirão Leal presided the meeting and invited Mr. Moacir Salzstein to act as secretary.
V. Agenda:
Examine, discuss and approve: (1.1) the implementation of a Share Buyback Program of the Company; (1.2) the authorization
to the Company's Board of Officers to take all necessary measures to implement the resolutions approved in this meeting; and (1.3)
the authorization to the Group’s Operational Committee to study and present to the Board of Directors a recommendation for a
corporate restructuring of the Company.
VI. Resolutions.
After the meeting was opened, having analyzed and discussed the matters included in the agenda, the members of the Board of Directors
unanimously approved:
1.1 The
use of available profit and/or reserves in compliance with paragraph 1 of article 30 of Law No. 6,404 of December 15, 1976, as amended
(“Corporations Act”) and with the provisions of CVM Rule No. 567, of September 17, 2015 (“CVM Rule 567”)
to purchase, in a single transaction or in a series of transactions, up to 37,500,000 common, registered, book-entry shares with no par
value, issued by the Company, in accordance with the following terms and conditions (“Share Buyback Program”):
Purpose: The purpose
of the Share Buyback Program is to maximize the creation of value for the Company’s shareholders through an efficient management
of its capital structure, by means of the acquisition of common shares of its own issuance, which may be held in treasury, used for bonuses
purposes or subsequently sold in the market, canceled, without any capital stock reduction, in accordance with the first paragraph of
the article 30, of the Corporations Law and the rules set forth in the CVM Rule 567 and also can be used for purposes of backing the exercise
of the incentives granted in accordance with the restricted shares and stock option programs of the Company.
Floating and Treasury
Shares: As per the last share composition available, the Company has 844,611,316 outstanding common, registered, book-entry shares
with no par value, issued by the Company (“Floating Shares”) and 193,340 treasury shares.
Number of shares to be
purchased: The Company may, at its sole discretion as per the Share Buyback Program, purchase up to 37,500,000 common, registered,
book-entry shares, with no par value, issued by the Company, corresponding to up to 2.72% of the total shares issued by the Company and
up to 4.44% of the Floating Shares.
Price and Form of Purchase:
The acquisition of shares will be carried out at B3 S.A. – Brasil, Bolsa, Balcão (“B3”), at market prices,
and the Company’s management shall decide the moment and number of shares to be purchased, whether in a single transaction or in
a series of transactions, subject to the limits set forth in the applicable regulations.
Duration of the Share
Buyback Program: The maximum term for the purchases is of twelve (12) months, beginning on November 12, 2021 and ending on November
11, 2021.
Financial institutions
that will act as intermediaries: The purchase of Company’s shares will be intermediated by Itaú Corretora de Valores
S.A, enrolled in the National Register of Legal Entities of the Ministry of Economy (CNPJ/ME) under No. 61.194.353/0001-64. The Company
shall retain other financial institutions to act as intermediaries for the purchase of Company’s shares, in which case the Company
will make the corresponding disclose to the market, in accordance with the applicable regulation.
Available Funds:
The transactions performed in the scope of the Shares Buyback Program will be supported by the use of the global amount of capital reserves.
The Company possesses capital reserves on sufficient amount to carry out the Share Buyback Program.
Verification of the Available
Funds: The continued existence of funds available to back the purchase of the Company’s own shares must be verified based
on the more recent annual, interim or quarterly financial statements disclosed by the Company before the actual transfer, to the Company,
of the ownership of the shares issued by the Company.
Projected results of the
fiscal year: The use of projected sums will not be admitted for the ongoing fiscal year’s result to back the transactions
held in the scope of the Share Buyback Program.
Verifications by the Board
of Officers: The Board of Officers may only implement the purchase if it took all necessary measures to ensure that: (a) the settlement
the transaction, or of each transaction, on the maturity date is compatible with the Company’s financial situation, not affecting
the performance of the obligations assumed before creditors or the payment of the mandatory dividend; and (b) in case the existence of
funds available based on interim financial statements or reflected on the quarterly information reports (ITR) is verified, there are no
predictable facts capable of causing material changes to the amount of such funds during the rest of the fiscal year.
Rights of Treasury Shares:
As per the applicable legislation, treasury shares will have no property or political rights. In accordance with paragraph 2 of article
10 of CVM Rule No. 567/15, treasury shares are not considered for the calculation of quorums to open the meetings and discuss matters,
set forth in the Corporations Act and in the securities market.
Bonus Shares, Reverse
Share Split and Share and Split: If any bonus shares, reverse share split or share split involving Company’s shares is approved,
the number of shares held in treasury will be changed so as to correct the numeric expression of the volume of the Company’s own
shares held by it, without leading to a change in the balance of the balance sheet account that backed the purchase.
Sale of shares in the
scope of the call option plan involving the Company’s shares: The shares purchased as per the Share Buyback Program may,
to the Board of Directors’ discretion, be allocated to the occasional exercise of incentive plans granted in accordance with restricted
shares programs and call options programs of the
Company. The Company shall also
cancel or sell the treasury shares exceeding the balance of available profit and reserves within six (6) months counted from the disclosure
of the annual or interim financial statements or quarterly financial statements in which the surplus is assessed.
1.2 The
authorization for the Company’s Board of Officers to take all measures and perform all acts required for the Share Buyback Program,
including to retain other financial institutions as well as securities dealers and brokers to act as intermediaries for the purchase of
Company’s shares, and to ratify the acts already performed by the Company’s Board of Officers, aiming the performance of the
Shares Buyback Program.
1.3 The
authorization for Group Operating Committee to study and present a recommendation to the Company’s Board of Directors for a potential
corporate restructuring of the Company, through a migration of its primary listing to the New York Stock Exchange – NYSE, while
maintaining a dual listing by sponsoring a Brazilian Depositary Receipts (BDR) program listed on the B3 – Brasil Bolsa Balcão
S.A. Under the proposal of the corporate restructuring, the Company´s shareholder base would migrate to a new holding company, likely
to be domiciled in the United Kingdom and maintaining the “one share one vote” share structure.
VII. Closing:
The Chairman thanked the presence of all and ordered the adjournment of the meeting, first suspending the same, so that these minutes
could be drawn up, which after being read, discussed and found to be in order, were approved, according to votes cast by e-mails and signed
by the board and by the attending directors.
São Paulo, November 11, 2021.
I hereby certify that these minutes are a true
copy of the original transcribed in the Company’s book.
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Moacir Salzstein
Secretary
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Item 3
Notice dated November 11, 2021 regarding the share buyback program.
NATURA &CO HOLDING S.A.
Publicly-Held Company
CNPJ/ME: 32.785.497/0001-97
State Registration (NIRE): 35300531582
Notice regarding the Share Buyback Program,
approved at the Board of Directors’ Meeting held on November 11, 2021.
EXHIBIT 30-XXXVI
Notice regarding the trade of the company’s
own shares
Natura &Co Holding S.A (“Company”),
in compliance with the provisions of CVM Rule No. 480, of December 7, 2009, as amended, presents below the information set forth in Exhibit
30-XXXVI regarding the trade of the company’s own shares.
I - provide a detailed justification of the
purpose and expected economic effects of the transaction:
The purpose of the Share Buyback Program is to
maximize the creation of value for the Company’s shareholders through an efficient management of its capital structure, by means
of the acquisition of common shares of its own issuance, which may be held in treasury, used for bonuses purposes or subsequently sold
in the market, canceled, without any capital stock reduction, in accordance with the first paragraph of the article 30, of Law No. 6,404
of December 15, 1976 and the rules set forth in the CVM’s Normative Rule No. 567, of September 17, 2015, and also can be used for
purposes of backing the exercise of the incentives granted in accordance of the restricted shares and stock option programs of the Company.
II - inform the number of (i) floating shares
and (ii) treasury shares:
At this moment, the Company has 844,611,316 outstanding,
common, registered, book-entry shares with no par value, issued by the Company (“Floating Shares”) and 193,340 treasury
shares.
III - inform the number of shares that may
be purchased or sold:
The Company may, at its sole discretion and under
the terms of the Share Buyback Program, purchase up to 37,500,000 common, registered, book-entry shares, with no par value, issued by
the Company, corresponding to up to 2.72% of the total shares issued by the Company and up to 4.44% of its Floating Shares.
IV - describe the main characteristics of the
derivative instruments the Company may use, if any:
Not applicable given that the Company will not
use derivative instruments in the scope of the Share Buyback Program.
V - Describe, if any, agreements or voting
instructions between the Company and the counterparty of the transactions:
Not applicable because the repurchases will happen
at B3 S.A. – Brasil, Bolsa, Balcão (“B3”), so there is no information about the counterparties of the
transactions.
VI - In the event of transactions out of the
organized securities markets, inform:
a. The
maximum (minimum) price to purchase (sell) the shares: and
Not applicable because the purchase transactions
will happen at B3, at market prices.
b. If
this is the case, the reasons that justify the transaction at prices that are ten percent (10%) higher, in
case of sale, than the average quote, weighed
by volume, of the ten (10) previous trading days:
Not applicable because the purchase transactions
will happen at B3, at market prices.
VII - Inform, if any, the impacts the trade
will have on the composition of the controlling interest or the company’s administrative structure:
The Share Buyback Program will have no impacts
on the composition of the controlling interest or the Company’s administrative structure.
VIII - Inform the counterparties, if known,
and in case of a related party, as defined by the accounting standards that govern the matter, also provide the information required by
article 8 of CVM Rule No. 481, of December 17, 2009:
Since the shares will be repurchased by means
of transactions held at B3, it is not possible to identify the counterparties or transactions with related parties.
IX - Identify the allocation of the funds earned,
if applicable:
Not applicable, to the extent that it is a repurchase
of shares issued by the Company.
X - Indicate the maximum term for the settlement
of the authorized transactions:
The maximum term for the purchases and acquisitions is of twelve (12)
months, beginning on November 12, 2021 and ending on November 11, 2022.
XI - Identify the institutions that will act
as intermediaries, if any:
The purchase of Company’s shares will be
intermediated Itaú Corretora de Valores S.A, enrolled in the National Register of Legal Entities of the Ministry of Economy (CNPJ/ME)
under No. 61.194.353/0001-64. The Company shall retain other financial institutions to act as intermediaries for the purchase of Company’s
shares, in which case the Company will make the corresponding disclose to the market, in accordance with the applicable regulation.
XII - Specify the funds available to be used,
as per article 7, paragraph 1, of CVM Rule No. 567, of December 17, 2015:
The transactions performed in the scope of the
Share Buyback Program will be supported by the use of the global amount of capital reserves. The Company possesses capital reserves on
sufficient amount to carry out the Share Buyback Program.
The continued existence of funds available to
back the purchase of the Company’s own shares must be verified based on the more recent annual, interim or quarterly financial statements
disclosed by the Company before the actual transfer, to the Company, of the ownership of the shares issued by the Company.
XIII - Specify the reasons why the members
of the Board of Directors are comfortable with the idea that the repurchase of shares will not hinder the performance of obligations assumed
before creditors or the payment of fixed or minimum mandatory dividends:
The Board of Directors of the Company understands
that the execution of the Share Buyback Program is compatible with the financial status of the Company. Furthermore, as informed on item
XII above, the transactions performed in the scope of the Share Buyback Program will be supported by the use of the global amount of capital
reserves. Therefore, the Board of Directors of the Company understands that the repurchase of the shares will not hinder the performance
of obligations assumed before creditors or the payment of mandatory dividends.
Item 4
Material fact dated
November 11, 2021 — Natura &Co announces studies for a new step to underscore its global presence by switching its primary
listing to the NYSE while maintaining a dual listing through BDRs listed on B3
NATURA &CO HOLDING S.A.
Publicly-Held Company
CNPJ/ME No. 32.785.497/0001-97
MATERIAL FACT
Natura &Co announces studies for a new step
to underscore its global presence by switching its primary listing to the NYSE while maintaining a dual listing through BDRs listed
on B3
NATURA &CO HOLDING S.A.
(B3: NTCO3; NYSE: NTCO) (“Natura &Co”, “Group”, or “Company”), the 4th
largest pure play beauty group worldwide, with operations in over 100 countries, in compliance with article 157, paragraph 4 of Law No.
6,404, of December 15, 1976 (the “Brazilian Corporation Law”), and the Brazilian Securities Commission (Comissão
de Valores Mobiliários or “CVM”) Resolution No. 44 of August 23, 2021, hereby informs its shareholders and
the market in general that Board of Directors has authorized the Group Operating Committee to evaluate a potential migration of its primary
listing to the New York Stock Exchange – NYSE, while maintaining a dual listing by sponsoring a Brazilian Depositary Receipts (BDR)
listed on the B3 – Brasil Bolsa Balcão S.A.
The Group is proud of its Brazilian heritage and
roots, and now derives more than 70% of its revenues outside of Brazil following the acquisitions of Aesop in 2013, The Body Shop in 2017
and Avon in 2020, on top of its strong organic growth in Latin America outside Brazil in the last decade. Following the recent successful
capital restructuring, which we believe positions the Group to become investment grade in the near future, the potential reorganization
would be a new step of the Group´s strategic planning to continue to access the global markets and investors while remaining committed
to the markets in which we operate via our Business Units and Affiliates. These will remain headquartered in their existing jurisdictions.
To enable this process, the Company is considering
the creation of a new Group holding company likely to be domiciled in the United Kingdom, where the Group already has a significant presence
and where The Body Shop and Avon are headquartered. Natura Cosméticos will continue to be headquartered and domiciled in Brazil
and Aesop in Australia.
The purpose of switching the primary listing to
the United States would be to:
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Allow Natura &Co to increase its visibility
and reach and amplify its “2030 Commitment to Life” sustainability agenda;
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Increase access to global investors and further
diversify its shareholder base while maintaining a dual listing via BDRs listed on B3;
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Expand the coverage by research analysts;
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Improve liquidity of its shares and access new
sources of financing; and
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Better align its corporate and capital structures
to its global operational footprint.
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The proposal under study contemplates that the
Company´s shareholder base would migrate to a new holding company, through a cross-border corporate restructuring. The Company intends
to maintain the “one share one vote” share structure.
There can be no assurance that the Board of Directors
will submit a corporate restructuring proposal to the Company shareholders once the studies are completed.
Any such proposal would be subject to the consent
from the majority of the free float attending the shareholders meeting, as required by the Novo Mercado Regulation.
If the potential reorganization is ultimately
approved by the Company’s shareholders, dissenting shareholders would be entitled to exercise withdrawal rights in accordance with
the Brazilian Corporation Law.
The Company will disclose additional detailed
information and keep the market and its shareholders informed on any updates related to the potential restructuring, depending on the
outcome of the studies.
São Paulo, November 11, 2021.
Viviane Behar de Castro
Investor Relations Officer
Item 5
Material fact dated
November 11, 2021 — Review of Timeframe to Achieve Consolidated EBITDA Margin Projection.
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
Review of Timeframe to Achieve Consolidated
EBITDA Margin Projection
Natura &Co Holding S.A. (B3: NTCO3;
NYSE: NTCO) (“Company”), in compliance with the provisions of the Brazilian Securities Commission (“CVM”)
Ruling No. 44, of August 23, 2021, of CVM Ruling No. 480, of November 18, 2009, as amended (“CVM Ruling 480”), and
of Law No. 6,404, of December 15, 1976, hereby presents a change in the timeframe to achieve the Company´s Consolidated EBITDA Margin
disclosed in guidance presented in the Material Fact on April 20, 2021 (“Material Fact of April 20, 2021”).
After recent business updates and in the context
of a challenging and unforeseen operating environment, such as inflationary pressure, supply chain disruption and further foreign exchange
impacts, the projection for the Company´s Consolidated EBITDA Margin, between 14% and 16% initially projected for the fiscal year
to be ended on December 31, 2023, is now projected for the fiscal year to be ended on December 31, 2024.
For the Consolidated EBITDA Margin projection,
the Company considered the following assumptions, as mentioned in the Material Fact of April 20, 2021:
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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;
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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.
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The projection hereby consists of mere estimates
from the Company’s management, is subject to risks and uncertainties, and, under no circumstances, constitute a performance promise.
In case of material change in these factors, the projection will be reviewed. The information about the business perspectives, projections
and financial goals consists 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 the projection presented.
Other projections and timeframes published in
the Material Fact as of April 20, 2021 have not changed.
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, November 11, 2021.
Viviane Behar de Castro
Investor Relations Officer