NTCO Natura and Co Holding SA

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.

Date: March 22, 2022.

Item 1

NATURA &CO HOLDING S.A.

CALL NOTICE OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETINGS

The Board of Directors of NATURA &CO HOLDING S.A. (“Company”), by its Co-Chairman, Mr. Guilherme Peirão Leal, invites the Shareholders of the Company to meet at the annual and extraordinary general meetings to be jointly held, at 8:00 a.m. of April 20, 2022 (“General Meetings” or “AEGM”), exclusively digitally, with participation through the Chorus Call electronic system, in order to resolve upon the following matters included in the agenda:

At the Annual General Meeting:

(1) review the managers’ accounts, examine, discuss and vote the financial statements, together with the independent auditors' report, for the fiscal year ended on December 31, 2021;

(2) examine, discuss and vote the capital budget proposal for the fiscal year ending on December 31, 2022;

(3) examine, discuss and vote on the proposed allocation of the net profits for the fiscal year ended on December 31, 2021, and the distribution of dividends;

(4) define the number of members for the Company’s Board of Directors;

(5) resolve on the independence of the candidates for the positions of independent members of the Company's Board of Directors;

(6) elect the members of the Company’s Board of Directors; and

(7) define the global compensation of the Company’s managers, to be paid by the date of the annual general meeting at which the Company’s shareholders will vote on the financial statements for the fiscal year ending on December 31, 2022.

At the Extraordinary General Meeting:

(1) resolve on the rectification and ratification of the global compensation of the Company’s managers relating to the period from May 2021 to April 2022, fixed at the Company’s Annual General Meeting held on April 16, 2021; and

(2) Resolve on the amendment to article 5 and the consolidation 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 18, 2022.

General Information about the Matters Under Deliberation:

In accordance with the provisions of Law No. 6,404, of December 15, 1976 ("Corporations Law”), and CVM Instruction No. 481, of December 17, 2009 (“CVM Instruction 481”), the Company will carry out the AEGM in an exclusively digital way, through the Chorus Call electronic system, without the possibility of physical attendance.

Shareholders holding registered common shares without par value, issued by the Company, may participate in the General Meetings by themselves, by their legal representatives or proxies, provided that said shares are kept in their name with the financial depository institution in charge of the Company’s book-entry share service, namely, Itaú Corretora de Valores S.A. (CNPJ/ME No. 61.194.353/0001-64) (“Itaú”), as provided for in article 126 of the Corporations Law. The shareholders that participate in the Fungible Custody of Registered Shares of B3 S.A. - Brasil, Bolsa, Balcão that wish to participate in the General Meetings shall present an updated statement of their equity interest provided by the custodian institution.

Remote Voting Ballot

If the shareholder chooses to exercise the right to vote through the remote voting ballot (“Ballot”) made available by the Company under the terms of CVM Instruction 481, the shareholder may send the Ballot through the following channels: (1) in case of shares issued by the Company deposited with Itaú, the financial depository institution responsible for the Company’s book-entry share services, submit the voting instructions to Itaú, subject to the procedures established and documents demanded by Itaú, as informed in the Handbook for Participation in General Meetings; (2) in case they have shares issued by the Company deposited with custodian institutions, submit the voting instructions to the custodian institutions, which will send the votes to the Depository Center of B3 S.A. - Brasil, Bolsa, Balcão, subject to the established procedures and documents required by the respective custodian institution, as informed in the Handbook for Participation in General Meetings; or (3) by sending directly to the Company, the digital or hard copy, according to guidance and terms contained in the Handbook for Participation in General Meetings. For more information about the exercise of the remote voting right, we request the shareholders to verify the rules provided for in CVM Rule No. 481, as well as the instructions and terms contained in the Handbook for Participation in General Meetings and in the Ballots published by the Company.

Please note that since an Annual General Meeting and an Extraordinary General Meeting shall be held on the same day, the shareholders must deliver individual Ballots for each General Meeting for which they wish to cast their vote.

If the Bulletin is sent directly to the Company, within three (3) days as of receipt of the digital or hard copies of said documents, the Company shall send a notice confirming

receipt to the shareholder, preferably by means of the electronic address informed by the shareholder in the Ballot, with respect to receipt of the documents and their acceptance thereof.

Notwithstanding the possibility of sending the Ballot and other documents in physical form the Company requests shareholders who wish to send the Ballot directly to the Company to, as far as possible, adopt the digital form of submission, via e-mail ri@natura.net (Subject: “Remote Voting Ballot AEGM 2022”).

Digital Participation

Shareholders will also be able to participate in the Meetings digitally, through the Chorus Call electronic system, pursuant to the AEGM Participation Manual and Management Proposal. Pursuant to article 21-C, §§2 and 3 of CVM Rule No. 481, shareholders will have the option of:

(i) simply take part in the General Meetings, whether the Shareholders have sent in the remote voting ballot or not; or

(ii) participate and vote at the Meeting, observing that, with regard to the shareholder that have already sent in the Bulletin and that, if it so wishes, vote at the Meeting, all voting instructions received through the Bulletin shall be disregarded.

To participate in the Meetings digitally, shareholders must request prior registration through the email address ri@natura.net (Subject: "Attendance AEGM 2022”), together with sending in digital form, in the same email, of the necessary documentation, as indicated below and in the Handbook for Participation in the General Meetings, which establishes in greater detail the documents necessary for prior accreditation, for participation in digital form and for the of receiving the link to access the General Meetings. The request for registration to participate in digital form in the Meetings must be received by the Company no later than April 18, 2022.

For registration purposes, Shareholders must send to the Company, without failure until April 18, 2022, the updated proof of ownership of the common shares, registered and without par value, issued by the Company, issued by Itaú and/or by a custodian, as well as the following documents:

(i) individual shareholders: an identification document with photograph;

(ii) shareholders that are legal entities: the latest consolidation of the bylaws or articles of association and documentation proving representation (minutes of election of directors and power of attorney, if the legal representative is not an officer elected in the minutes or minutes of officers' election, if the legal representative is a right elected in the minutes) and identification document with photo of the legal representative(s);

(iii) shareholders that are investment funds: the latest consolidated regulation of the fund, bylaws, or articles of association of its administrator and documentation proving

representation (minutes of election of officers and power of attorney, if the legal representative is not an officer elected in the minutes or minutes of election of officers, if the legal representative is a right elected in the minutes) and identification document with photo of the legal representative(s).

The Company will not demand certification of signature and/or consularization or apostille of the shareholders' identification documents, as well as proxies granted by the shareholders to their respective representatives, nor will it demand a sworn translation of the proxies and documents drawn up or translated into Portuguese or English, or those documents attached with the respective translations into such languages.

We inform that the Handbook for Participation in General Meetings and the Management Proposal, as well as the other documents provided by law and in the applicable regulation, remain available to the shareholders at the Company's principal place of business located at Avenida Alexandre Colares, no. 1.188, Sala A17, Bloco A, Parque Anhanguera, CEP 05106-000, in the City of São Paulo, State of São Paulo, on the Company's Investor Relations website (https://ri.naturaeco.com), on the Securities Commission website (https://www.gov.br/cvm/pt-br) and on the website of B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br), containing all information required to better understand the matters above, pursuant to the provisions of law.

Pursuant to article 3 of CVM Rule No. 165/91 and to article 4 of CVM Rule No. 481, the Company informs that the minimum percentage of the voting capital stock for requirement of adoption of the multiple voting procedure for election of the members of the Board of Directors is of five percent (5%). The Company also informs that, pursuant to paragraph 1 of article 141 of Law 6,404/76, the request for adoption of the multiple voting must be made by the shareholders up to forty-eight (48) hours before the Annual General Meeting.

São Paulo, March 18, 2022.

GUILHERME PEIRÃO LEAL

Co-chairman of the Board of Directors

 Item 2

 Manual for Participation in the annual and extraordinary general shareholders' meetings, filed by Natura &Co Holding S.A. with the Brazilian Securities Commission on March 18, 2022.

1. INVITATION

São Paulo, March 18, 2022.

Dear Shareholder,

Natura &Co Holding S.A. (“Company” or “Natura & Co”) invites you to participate in the Annual and Extraordinary Shareholders' Meetings to be held jointly at 8:00 a.m. on April 20, 2022 ("AEGM” or “General Meetings”), in order to resolve on the matters contained in the call notice, as per item 3 of this Handbook for Participation in General Meetings (“Handbook”).

Participation of shareholders in the General Meetings is of great importance. Pursuant to applicable regulations, the Company made available, through the worldwide web, the information and documents set out in Law No. 6,404, of December 15, 1976 (“Corporations Law”) and the Brazilian Securities and Exchange Commission (“CVM”) Rule No. 481, of December 17, 2009 (“CVM Rule No. 481”).

Please feel free to examine the Management Proposal and other documents related to the AEGM on Natura &Co Investor Relations website (https://ri.naturaeco.com), on the CVM website (https://www.gov.br/cvm/pt-br), on the website of B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and in the Company’s principal place of business.

The AEGM will be held exclusively digitally, with participation through the Chorus Call electronic system, without the possibility of physical participation. Alternatively, we encourage participation by sending the remote voting ballot, as instructed in this Manual.

Natura &Co's Investor Relations Board of Officers is available to shareholders to provide clarification through the following channels:

https://ri.naturaeco.com/

ri@natura.net

Viviane Behar de Castro

Investor Relations Officer

2. PROCEDURES AND TERMS

For the instatement of the Annual General Meeting, upon first call, the presence of Shareholders of at least one-quarter (1/4) of registered common shares without par value issued by the Company shall be necessary, pursuant to the provisions of article 125 of the Corporations Law.

For the installation of the Extraordinary General Meeting to resolve on all items on the agenda on the first call, the presence of shareholders holding at least two thirds (2/3) of the common, nominative shares with no par value of issuance of the Company shall be necessary, pursuant to article 135 of the Corporates Law. If this quorum is not obtained, but the presence of shareholders representing at least one quarter (1/4) of the common shares is registered, the Extraordinary General Meeting will be instated only to resolve on the first item on the agenda, which does not require a qualified quorum, in view of not implying a change in the Bylaws.

In case such quorum is not reached, the Company will announce a new date for the General Meetings to be held. On second call, they can be instated with any given number of attending shareholders.

Shareholders must participate exclusively digitally, through the company's Chorus Call electronic system, without the possibility of physical attendance. The Shareholders may also cast their votes by means of remittance of the remote voting ballot, as provided for in CVM Rule No. 481.

2.1. Digitally Present Shareholder - Mandatory Prior Registration

The AEGM will be held exclusively digitally, through the Chorus Call electronic system, without the possibility of physical attendance.

Pursuant to Article 21-C, §§2 and 3 of CVM Rule No. 481, shareholders will have the option of (I) simply participating in the Meetings, whether or not they have sent the remote voting ballot; or (ii) participating and voting at the Meetings, observing that, with regard to the shareholder that have already sent in the Ballot and that, if it so wishes, votes at the Meeting, all voting instructions received through the Bulletin shall be disregarded.

The Company shall begin the registration of shareholders to attend the General Meetings soon after publication of the Call Notice. To participate in the Meetings digitally, shareholders must request prior registration through the email address ri@natura.net (Subject: "Participação AGOE 2022”), together with sending the shareholder’s contact email and telephone number and the necessary documentation, in the same e-mail, as indicated below. The request for registration to participate in digital form in the Meetings must be received by the Company without fail until April 18, 2022. The required documentation is as follows:

(i) individual shareholders:

(a) updated proof of the ownership of the registered common shares without par value issued by the Company, issued by Itaú and/or by a custodian agent; and

b) identification of the shareholder with photo. Examples: ID Card (RG), ID Card for Foreigners (RNE), Driver’s License or trade association card or work cards issued by the Government agencies, provided they contain a photo of their holder;

(ii) legal entity shareholders:

(a) updated proof of the ownership of the registered common shares without par value issued by the Company, issued by Itaú and/or by a custodian agent;

(b) last consolidation of the bylaws or articles of association;

(c) documentation proving representation (minutes of election of directors and power of attorney, if the legal representative is not an officer elected in the minutes or minutes of election of officers, if the legal representative is an officer elected in the minutes); and

(d) identification document with photograph of the legal representative(s) or Proxy.

(iii) shareholders who are investment funds:

(a) updated proof of the ownership of the registered common shares without par value issued by the Company, issued by Itaú and/or by a custodian agent; and

(b) latest restated rules of the fund.

(c) bylaws or articles of association of its manager.

(d) documentation proving representation (minutes of election of officers and power of attorney, if the legal representative is not a director elected in the minutes or minutes of officers' election, if the legal representative is a right elected in the minutes); and

(e) identification document with photograph of the legal representative(s).

The Company will not demand certification of signature and/or consularization or apostille of the shareholders' identification documents, as well as of proxies granted by the shareholders to their respective representatives, nor will it demand a sworn translation of the proxies and documents drawn up or translated into Portuguese or English, or those documents attached with the respective translations into such languages.

Shareholders who do not send the necessary information by email under the terms of this Handbook by April 18, 2022 will not be able to participate in the AEGM digitally.

2.2. Shareholders Represented by Proxy

The shareholder may be represented in the AEGM by a Proxy appointed less than one (1) year ago, as set out in paragraph 1 of article 126 of the Corporations Law.

For Shareholders that are legal entities, as per the understanding of the Board of CVM at a meeting held on November 4, 2014 (Case CVM RJ2014/3578), the proxy may or may not be a shareholder or manager of the Company, attorney of financial institution.

The Proxy representing more than one shareholder must attach the necessary representation documentation for the qualification of each Shareholder to be represented by them at the AEGM, as indicated above.

Proxies who do not send the necessary information by email under the terms of this Handbook by April 18, 2022 will not be able to participate in the AEGM digitally.

2.3. Instructions for Using and Accessing the Digital Platform for Participation in Digital Mode

The shareholders or their Proxies (“Participants”) who qualify within the deadline to participate digitally will receive a registration confirmation email.

Within twenty-four (24) hours before the start of the AEGM, the Company will send the Participants who have registered an email containing the link, access password and other information necessary for participation through the Chorus Call digital platform.

If the registered Participant does not receive an email from the Company with instructions for accessing the Chorus Call platform, this participant must contact the Company by 6:00 p.m. on April 19, 2022 by email ri@natura.net or by calling +55 (11) 4389-7881, in order to have access instructions sent to the participant (or provided by phone).

To access the Chorus Call digital platform¸ the shareholder or their Proxy will need access to a computer with a camera and audio that can be enabled. The Chorus Call recommends that its platform be accessed through the browser Google Chrome. The digital platform Chorus Call allows the participant to access the AEGM's audio and video, as well as to express itself, through the microphone of its computer.

The digital platform of Chorus Call has the capacity to support up to fifty (50) participants through computer access. If the number of AEGM participants exceeds this number, additional participants will access the AEGM through an audio conference platform. If this is the case, the data for access via audio conference will be sent to the participant by email, up to twenty-four (24) hours before the beginning of the AEGM.

On the AEGM date, the access link to the digital platform Chorus Call will be available from thirty (30) minutes before the start of the AEGM and up to five (5) minutes after the start time of the AEGM. After this time, it will not be possible for the shareholder to join the AEGM, regardless of prior registration.

The Company recommends that participants familiarize themselves in advance with the use of the digital platform, as well as ensure the compatibility of their respective electronic devices with the platform. On the day of the AEGM, the Company also recommends that shareholders access the digital platform to participate in the AEGM well in advance.

The access information will be individual and non-transferable, and cannot be shared by the registered participant.

On the date of the AEGM, the duly registered shareholder who register their presence digitally through the electronic system Chorus Call and signing the respective minutes will be considered present at the AEGM, pursuant to article 21-V, item III, and sole paragraph, of CVM Instruction No. 481.

It will be the sole responsibility of the participant to ensure the compatibility of their equipment with the digital platform. The Company is not responsible for any operating or connection problems that the shareholders may experience or for any other situations beyond the control of the Company, such as unstable Internet connection or incompatibility with the electronic system of the Shareholder's equipment. The AEGM will be recorded, pursuant to Article 21-C, §1, item III of CVM Instruction No. 481.

2.4. Participation through Remote Voting Ballots

The shareholders may also cast their votes in the General Meetings by means of the Ballot, as provided for in CVM Rule No. 481. The vote shall be formalized by means of the Ballot, according to versions made available by the Company on its Investor Relations website (https://ri.naturaeco.com), on the CVM website (https://www.gov.br/cvm/pt-br) and on the website of B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br).

Please note that since an Annual General Meeting and an Extraordinary General Meeting shall be held on the same day, the shareholders must deliver individual Ballots for each General Meeting for which they wish to cast their vote.

In the Ballot, the following data must be filled in: (i) full name or corporate name; and (ii) National Register of Legal Entities (CNPJ) or Individual Taxpayers’ Register (CPF) of the Ministry of Economy. Providing an e-mail address is advisable, but not mandatory.

Any shareholder who opts for exercising their remote voting right may (i) fill out the Ballot and submit it directly to the Company, on hard copy or by digital means; (ii) in case the shareholders have shares issued by the Company deposited with custody institutions, the shareholder must submit the voting instructions to the custody institutions, which will send the votes to the Depository Center of B3 S.A. - Brasil, Bolsa, Balcão, subject to the established procedures and documents required by the respective custody institution; or (iii) in case the shareholders have shares issued by the Company deposited with a financial depository institution responsible for the Company’s book-entry share services, namely, namely Itaú Corretora de Valores S.A. (CNPJ/ME No. 61.194.353/0001-64) (“Itaú”), the shareholder must submit the voting instructions to Itaú, subject to the procedures established and documents demanded by Itaú.

Notwithstanding the possibility of sending the Ballot and other documents in physical form, the Company requests shareholders who wish to send the Ballot directly to the Company to, as far as possible, adopt the digital form of submission, according to item 2.5.1 below.

For the Ballot to be considered valid and for the votes therein to be counted as an integral part of the quorum of the AEGM (i) all fields must be properly filled; (ii) all pages must be initialed by the shareholder (or their legal representative, as the case may be); and (iii) finally, the shareholder (or its legal representative, as the case may be) must sign it.

The deadline for receipt of the Ballot sent directly to the Company (in hard copies or digitally) or through service providers (as per article 21-B of CVM Rule No. 481) is April 13, 2022 (including such date). The Ballots received after such date will be disregarded.

2.4.1. Exercise of remote voting right by means of the Ballot in digital format:

Any shareholder who opt for exercising their remote voting right by sending the Ballot directly to the Company in digital format shall send the documents listed below exclusively to the electronic address ri@natura.net (Subject: Boletim de Voto a Distância AGOE 2022):

(i) Digital copy of the Ballot, duly filled out, initialed, and signed; and

(ii) a digital certified copy of the following documents:

(a) individual shareholders: an identification document with photograph. Examples: ID Card (RG), ID Card for Foreigners (RNE), Driver’s License or trade association card or work cards issued by the Government agencies, provided they contain a photo of their holder;

(b) legal entities shareholders:

·           last consolidation of the bylaws or articles of association;

·           documentation proving representation (minutes of election of officers and power of attorney, if the legal representative is not an officer elected in the minutes or minutes of election of officers, if the legal representative is an officer elected in the minutes); and

·           identification document with photograph of the legal representative(s) or Proxy;

(b) shareholders who are investment funds:

·           latest restated rules of the fund;

·           bylaws or articles of association of its manager;

·           documentation proving representation (minutes of election of officers and power of attorney, if the legal representative is not an officer elected in the minutes or minutes of officers' election, if the legal representative is a right elected in the minutes); and

·           identification document with photograph of the legal representative(s).

The Company will not demand certification of signature and/or consularization or apostille of the shareholders' identification documents, as well as proxies granted by the shareholders to their respective representatives, nor will it demand a sworn translation of the proxies and documents drawn up or translated into Portuguese or English, or those documents attached with the respective translations into such languages.

The Ballot and the related documentation shall only be deemed received by the Company and, therefore, taken into consideration for the quorums of the AEGM if the Company receives the digitalized copy as per items (i) and (ii) above, up to seven (7) days before the date the AEGM is to be held, that is, by April 13, 2022 (including such date). The Ballot and the related documentation received after such date will be disregarded.

Once the Ballot and other required documentation have been received digitally, the Company will inform the shareholder, preferably through electronic mail, within three (3) days, of the receipt of the Ballot, and if the Ballot and any supporting documents are sufficient for the Shareholder vote to be deemed valid or if there is need of rectification or new submission of the Ballot or supporting documents, describing the procedures and terms necessary for the regularization of the remote voting.

In any case, the Shareholder may rectify or resend the Ballot or the documents accompanying it, by April 13, 2022 (including such date). The Ballots and/or their supporting documents received after such date will be disregarded.

2.4.2. Exercise of remote voting right by means of the Ballot sent directly to the Company on hard copy:

Any shareholder who opts for exercising their remote voting right by sending, on hard copy, the Ballot directly to the Company shall send the documents listed below to the Company's principal place of business located at Avenida Alexandre Colares, No. 1188, Sala A17, Bloco A, Parque Anhanguera, in the City of São Paulo, State of São Paulo, CEP 05106-000, to the attention of “Tamires Quirino Parini - Investor Relations Board of Officers - 2022 AEGM”:

(i) Digital copy of the Ballot, duly filled out, initialed, and signed; and

(ii) a digital copy of the following documents:

(a) individual shareholders: an identification document with photograph. Examples: ID Card (RG), ID Card for Foreigners (RNE), Driver’s License or trade association card or work cards issued by the Government agencies, provided they contain a photo of their holder;

(b) legal entities shareholders:

·           last consolidation of the bylaws or articles of association;

·           documentation proving representation (minutes of election of officers and power of attorney, if the legal representative is not an officer elected in the minutes or minutes of election of officers, if the legal representative is an officer elected in the minutes); and

·            identification document with photograph of the legal representative(s) or Proxy;

(b) shareholders who are investment funds:

·           latest restated rules of the fund;

·           bylaws or articles of association of its manager;

·           documentation proving representation (minutes of election of officers and power of attorney, if the legal representative is not an officer elected in the minutes or minutes of officers' election, if the legal representative is a right elected in the minutes); and

·           identification document with photograph of the legal representative(s).

The Company will not demand certification of signature and/or consularization or apostille of the shareholders' identification documents, as well as proxies granted by the shareholders to their respective representatives, nor will it demand a sworn translation of the proxies and documents drawn up or translated into Portuguese or English, or those documents attached with the respective translations into such languages.

The Ballot and the related documentation shall only be deemed received by the Company and, therefore, taken into consideration for the quorums of the AEGM if the Company receives the hard copy of such documents as per items (i) and (ii) above, up to seven (7) days before the date the AEGM is to be held, that is, by April 13, 2022 (including such date). The Ballot and the related documentation received after such date will be disregarded.

Once the Ballot and other required documentation have been received in their hard copies, the Company will inform the shareholder, preferably through electronic mail, within three (3) days, of the receipt of the Ballot, and if the Ballot and any supporting documents are sufficient for the Shareholder's vote to be deemed valid or if there is need of rectification or new submission of the Ballot or supporting documents, describing the procedures and terms necessary for the regularization of the remote voting.

In any case, the Shareholder may rectify or resend the Ballot or the documents accompanying it, by April 13, 2022 (including such date). The Ballots and/or their supporting documents received after such date will be disregarded.

2.5. Conflict of Interests

During the holding of the AEGM, as it occurs in the meetings of the Company’s management and inspection bodies, the attending shareholders must pronounce themselves upon the existence of any situation of conflict of interests in any matters under discussion or subject to resolution, in which their independence that may be jeopardized. Any attending shareholder who has knowledge of a situation of conflict in relation to another shareholder and the matter subject to resolution shall also pronounce themselves.

Upon pronouncement of a conflict of interests, the conflicted shareholder shall abstain from taking part in the resolution in relation to that matter. In case the conflicted Shareholder refuses to abstain from the resolutions, the chairman of the AEGM shall decide to invalidate the votes cast in conflict.

CALL NOTICE OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETINGS

The Board of Directors of NATURA &CO HOLDING S.A. (“Company”), by its Co-Chairman, Mr. Guilherme Peirão Leal, invites the Shareholders of the Company to meet at the annual and extraordinary general meetings to be jointly held at 8:00 a.m. of April 20, 2022 (“General Meetings” or “AEGM”), exclusively digitally, with participation through the Chorus Call electronic system, in order to resolve upon the following matters included in the agenda:

At the Annual General Meeting:

(1) review the managers’ accounts, examine, discuss and vote on the financial statements, together with the independent auditors' report, for the fiscal year ended on December 31, 2021;

(2) examine, discuss and vote the proposals of capital budget for the fiscal year to be ended on December 31, 2022;

(3) examine, discuss and vote on the proposed allocation of the net profits of the fiscal year ended on December 31, 2021, and the distribution of dividends;

(4) define the number of members for the Company’s Board of Directors;

(5) resolve on the independence of the candidates for the positions of independent members of the Company's Board of Directors;

(6) elect the members of the Company’s Board of Directors; and

(7) define the global compensation of the Company’s managers, to be paid by the date of the annual general meeting at which the Company’s shareholders resolve on the financial statements for the fiscal year ending on December 31, 2022.

At the Extraordinary General Meeting:

(1) resolve on the re-ratification of the global compensation of the Company’s managers relating to the period from May 2021 to April 2022, fixed at the Company’s Annual General Meeting held on April 16, 2021; and

(2) Resolve on the amendment to article 5 and the consolidation 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 18, 2022.

General Information about the Matters Under Deliberation:

In accordance with the provisions of Law No. 6,404, of December 15, 1976 ("Corporations Law”), and CVM Instruction No. 481, of December 17, 2009 (“CVM Instruction No. 481”), the Company will carry out the AEGM in an exclusively digital way, through the Chorus Call electronic system, without the possibility of physical attendance.

Shareholders holding registered common shares without par value, issued by the Company, may participate in the General Meetings by themselves, by their legal representatives or proxies, provided that said shares are kept in their name with the financial depository institution in charge of the Company’s book-entry share service, namely, Itaú Corretora de Valores S.A. (CNPJ/ME No. 61.194.353/0001-64) (“Itaú”), as provided for in article 126 of the Corporations Law. The shareholders that participate in the Fungible Custody of Registered Shares of B3 S.A. - Brasil, Bolsa, Balcão that wish to participate in the General Meetings shall present an updated statement of their equity interest provided by the custodian institution.

Remote Voting Ballot

If the shareholder chooses to exercise their right to vote through the remote voting ballot (“Ballot”) made available by the Company pursuant to CVM Rule No. 481, they may send the Bulletin through the following channels: (1) in case of shares issued by the Company deposited with Itaú, the financial depository institution responsible for the Company’s book-entry share services, submit the voting instructions to Itaú, subject to the procedures established and documents demanded by Itaú, as informed in the Handbook for Participation in General Meetings; (2) in case of shares issued by the Company deposited with custody institutions, submit the voting instructions to the custody institutions, which will send the votes to the Depository Center of B3 S.A. - Brasil, Bolsa, Balcão, subject to the established procedures and documents required by the respective custody institution, as informed in the Handbook for Participation in General Meetings; (3) directly to the Company, on hard copy or digital means, according to guidance and terms contained in the Handbook for Participation in General Meetings. For more information about the exercise of the remote voting right, we request the shareholders to verify the rules provided for in CVM Rule No. 481, as well as the instructions and terms contained in the Handbook for Participation in General Meetings and in the Ballots published by the Company.

Please note that since an Annual General Meeting and an Extraordinary General Meeting shall be held on the same day, the shareholders must deliver individual Ballots for each General Meeting for which they wish to cast their vote.

If the Bulletin is sent directly to the Company, within three (3) days as of receipt of the hard copies of the Ballot and said documents, the Company shall send a notice confirming receipt to the shareholder, preferably by means of the electronic address informed by the shareholder in the Ballot, with respect to receipt of the documents and acceptance thereof.

Notwithstanding the possibility of sending the Ballot and other documents in physical form the Company requests shareholders who wish to send the Ballot directly to the Company to, as far as possible, adopt the digital form of submission, through the e-mail ri@natura.net (Subject: “Boletim de Voto a Distância AGOE 2022”).

Digital Participation

Shareholders will also be able to participate in the General Meetings digitally, through the Chorus Call electronic system, pursuant to the AEGM Participation Handbook and Management Proposal. Pursuant to article 21-C, §§2 and 3 of CVM Instruction No. 481, shareholders will have the option of:

(i) simply take part in the General Meetings, whether the Shareholders have sent in the remote voting ballot or not; or

(ii) participate and vote at the General Meetings, observing that, with regard to the shareholder that have already sent in the Ballot and that, if it so wishes, votes at the General Meetings, all voting instructions received through the Ballot shall be disregarded.

To participate in the General Meetings digitally, shareholders must request prior registration through the email address ri@natura.net (Subject: "AGOE 2022 Participation”), together with sending in digital form, in the same email, of the necessary documentation, as indicated below and in the Handbook for Participation in General Meetings, which establishes in greater detail the documents necessary for prior accreditation, for participation in digital form and the form of receiving the link to access the General Meetings. The request for registration to participate digitally in the General Meetings must be received by the Company no later than April 18, 2022.

For registration purposes, Shareholders must send to the Company, without failure until April 18, 2022, the updated proof of ownership of the common shares, nominative and without par value, issued by the Company, issued by Itaú and/or by a custodian, as well as the following documents:

(i) individual shareholders: an identification document with picture;

(ii) shareholders that are legal entities: last consolidation of the bylaws or articles of association and documentation proving representation (minutes of election of officers and power of attorney, if the legal representative is not an officer elected in the minutes or minutes of officers' election, if the legal representative is a right elected in the minutes) and identification document with photo of the legal representative(s);

(iii) shareholders who are investment funds: last consolidated regulation of the fund, bylaws, or articles of association of its administrator and documentation proving representation (minutes of election of directors and power of attorney, if the legal representative is not an officer elected in the minutes or minutes of election of officers, if the legal representative is a right elected in the minutes) and identification document with photo of the legal representative(s).

The Company will not demand certification of signature and/or consularization or apostille of the shareholders' identification documents, as well as of proxies granted by the shareholders to their respective representatives, nor will it demand a sworn translation of the proxies and documents drawn up or translated into Portuguese or English, or those documents attached with the respective translations into such languages.

We inform that the Handbook for Participation in General Meetings and the Management Proposal, as well as the other documents provided by law and in the applicable regulation, remain available to the shareholders at the Company's principal place of business located at Avenida Alexandre Colares, No. 1,188, Sala A17, Bloco A, Parque Anhanguera, CEP 05106-000, in the City of São Paulo, State of São Paulo, on the Company's Investor Relations website (https://ri.naturaeco.com), on the Brazilian Securities and Exchange Commission website (https://www.gov.br/cvm/pt-br) and on the website of B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br), containing all information required to better understand the matters above, pursuant to the law.

Pursuant to article 3 of CVM Rule No. 165/91 and to article 4 of CVM Rule No. 481, the Company informs that the minimum percentage of the voting capital stock for requirement of adoption of the multiple voting procedure for election of the members of the Board of Directors is of five percent (5%). The Company also informs that, pursuant to paragraph 1 of article 141 of Law 6,404/76, the request for adoption of the multiple voting must be made by the shareholders up to forty-eight (48) hours before the Annual General Meeting.

São Paulo, March 18, 2022.

GUILHERME PEIRÃO LEAL

Co-chairman of the Board of Directors

4. INFORMATION ON THE MATTERS SUBJECT TO RESOLUTION

To obtain information on the matters subject to resolution in the General Meetings, refer to the Management Proposal and other documents relating to the AEGM made available by the Company on its Investor Relations website (https://ri.naturaeco.com), on the CVM website (https://www.gov.br/cvm/pt-br) on the website of B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and in the Company’s principal place of business.

 Item 3

 Minutes of the Board of Directors’ Meeting Held on March 18, 2022, filed by Natura &Co Holding S.A. with the Brazilian Securities Commission on March 18, 2022.

NATURA &CO HOLDING S.A.

Minutes of the Board of Directors’ Meeting 

Held on March 18, 2022

I.        Date, Time, and Place: March 18, 2022, at 8:00 a.m. Brasília time, by conference call.

II.      Call Notice: Waived due to the attendance, through 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, Andrew George McMaster Jr., independent board member; and Georgia Melenikiotou, independent board member. Mr. Moacir Salzstein, secretary of the meeting, was also present.

IV.     Presiding Board: Mr. Guilherme Peirão Leal presided over the meeting, and invited Mr. Moacir Salzstein to act as secretary.

V.       Agenda: To discuss the following topics:

(1)        issuance, within the limit of the authorized capital, of new common shares, with no par value, carried out in the period from (and including) January 1, 2022 to (and including) February 28, 2022, as a result of the exercise of call options or options for the subscription of common shares issued by the Company by the Company's managers and employees, as well as by the managers and employees of the companies directly or indirectly controlled by it, who participate in the current long-term incentive plans (“ILP Plans”), as authorized by the wording of article 6, paragraph 2, of the Company's Bylaws;

(2)        recommendation for approval by the Company's shareholders to meet at the Company's ordinary and extraordinary shareholders' meetings to be held on April 20, 2022, at 8:00 a.m., Brasília time ("AEGM”), of the proposal to amend Article 5 and consolidate the Company's Bylaws, to reflect the amount of the capital stock to be recorded at this Board of Directors' Meeting;

(3)        recommend the approval, by the Company’s shareholders to meet at the AEGM, of the proposal of capital budget for December 31, 2022.

(4)      recommend the approval, by the Company’s shareholders, to meet at the AEGM, of the proposal of allocation of net profits for the fiscal year ended on December 31, 2021, and the distribution of dividends;

(5)        recommend the approval by the Company's shareholders, to meet at the AEGM, of the re-ratification of the global compensation of the Company’s managers relating to the period from May 2021 to April 2022, fixed at the Company’s Annual General Meeting held on April 16, 2021(“AGM  2021”);

(6)        recommend the approval, by the Company’s shareholders, to meet at the AEGM, of the proposal of the global compensation of the Company’s managers, to be paid up to the date of the annual general meeting in which the Company’s shareholders vote on the financial statements for the fiscal year ending December 31, 2022;

(7)        recommend the approval, by the Company’s shareholders, to meet at the AEGM, of the proposal of thirteen (13) members to compose the Board of Directors, with term of office of two (2) years, to end on 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, 2023;

(8)        recommend the approval, by the Company's shareholders., to meet at the AEGM, of the candidates to be characterized as independent members of the Board of Directors.

VI.     Resolutions: After the discussions of the corresponding materials and relating to the matters contained in the agenda, the members of the Board of Directors unanimously resolved, without reservation, to recommend, pursuant to the provisions of article 20, item (xiv) of the Company's Bylaws:

(1)        approve, in accordance with the provisions of article 20, item (xv) of the Company's Bylaws, subject to the limit of the Company's authorized capital, as established in Article 6 of the Company's Bylaws, the issuance, without preemptive rights, of 152.318 (one hundred and fifty two, three hundred and eighteen) new registered common shares, without par value, at the total price of payment of one million, two hundred and forty one thousand, two hundred and twenty three reais and eighteen cents three reais and eighteen cents reais (BRL 1.241.223,18) subscribed by the managers and employees of the Company and its subsidiaries, directly or indirectly, during the period from January 1, 2022 (inclusive) to February 28, 2022 (inclusive), so that the Company's capital stock increased from twelve billion, six hundred and eight million, four hundred and fifty-one thousand, four hundred and sixty-one reais and forty-eight centavos (BRL 12,608,451,461.48), divided into one billion, three hundred and seventy-five million , eight hundred and nineteen thousand, three hundred and four (1,375,819,304) registered common shares, without par value to twelve billion, six hundred and ninety five million, six hundred and ninety four thousand thousand and ninety three (BRL 12.695.694.093,80) , divided into 1.379.737.055 (one billion, three hundred and seventy nine million, seven hundred and thirty seven thousand and fifty five) nominative common shares, without par value, as a result of the exercise of options to purchase or subscribe to common shares issued by the Company, by the managers and employees of the Company and its direct or indirect subsidiaries, participants in the ILP Plans. The new shares shall be entitled, under equal conditions as the currently existing common shares, to all rights granted to the latter, including dividends, interest on net equity and possible return on capital that may be declared by the Company after their date of issue.

(2)        recommend the approval, by the Company's shareholders to meet in the AEGM, of the amendment to article 5 of the Company's Bylaws, to reflect the amount of the capital stock confirmed in this Board of Directors' Meeting, so that, if approved by the Company's shareholders at the AEGM,

article 5 of the Company's Bylaws shall now be effective with the following new wording, as well as the consolidation of the Company's Bylaws:

"Article 5 - The Company’s capital stock, fully subscribed and paid up, is twelve billion, six hundred and ninety-five million, six hundred and ninety-four thousand, ninety-three reais and eighty centavos (12.695.694.093,80), divided into one billion, three hundred and seventy-nine million, seven hundred and thirty-seven thousand, fifty-five (1.379.737.055) registered common shares, with no par value.

(3)        recommend the approval, by the Company's shareholders, to meet at the AEGM, of the proposal for the allocation of part of the net income to the capital budget for the fiscal year to end on December 31, 2022 in the amount of one billion, seven hundred and eight million (BRL 1,708,000,000.00), having the following origins: (i) nine hundred and seventy-four million, four hundred and twenty-eight thousand and sixty-five reais (BRL 974,428,065.00) from cash generation from operating activities and third-party financing, and (ii) seven hundred and thirty-three million, five hundred and seventy-one thousand, nine hundred and thirty-five reais (BRL 733,571,935.00) from profit retention reserve proposal;

(4)        recommend the approval, by the Company’s shareholders, to meet at the ASGM, of the following amendments to the Company’s Bylaws:

(5)        recommend the approval, by the Company's shareholders, to meet at the AGOE, of the proposal to re-ratify the global amount of the yield paid to the Company's managers, considering the period from May 2021 to April 2022, established in the 2021 AGM of the amount of one hundred and four million, five hundred and eighty-five thousand, six hundred and fifteen reais (BRL 104,585,615.40) to one hundred and nine million, nine hundred and fifty six thousand, ninety-seven reais and ninety-nine cents (BRL 109,956,097.99), that is, a difference of five million, three hundred and seventy thousand, four hundred and eighty and fifty-nine cents (BRL 5,370,482.59) so that it can be incorporated into the remuneration for the fiscal year; and

(6)        recommend the approval, pursuant to article 152 of Law No. 6,404/76 and article 20, item "xiv" of the Company's Bylaws, by the Company's shareholders to meet at the AEGM, of the global compensation proposal for the Company's managers, in the total amount of up to one hundred and fifteen million, a hundred and fifty-five thousand, seven hundred and seventy and fifty-six cents (BRL 115,155,770.56) 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 on December 31, 2022.

(7)        recommend the approval, by the Company's shareholders to meet at the AEGM, that the Board of Directors be composed of thirteen (13) members.

(8)        recommend the approval, by the Company's shareholders to meet at the AEGM, of the reelection of the members of the Board of Directors indicated according to the list below, to be composed by thirteen (13) members, with a unified term of office of two (2) years, which will end on the date of the annual general meeting at which the Company's shareholders resolve on the financial statements for the fiscal year to be ended on December 31, 2023:

A, Parque Anhanguera, CEP 05106-000, in the City of São Paulo, State of São Paulo, as Independent Board Member.

(9)                recommend the approval, by the Company's shareholders to meet at the AGOE, pursuant to article 17 of the Novo Mercado Rules, of the proposal to characterize the following names as independent members of the Board of Directors: (i) Mrs. Georgia Melenikiotou, (ii) Carla Schmitzberger; (iii) Gilberto Mifano; (iv) Fábio Colletti Barbosa; (v) Jessica Dilullo Herrin; (vi) Ian Martin Bickley; (vii) Nancy Killefer; (viii) W. Don Cornwell and; (ix) Andrew George McMaster Jr. The above-mentioned directors submitted a declaration to the Board of Directors attesting to their compliance with the criteria of independence established in the Novo Mercado Rules, contemplating the respective justification when applicable any situation set forth in article 16, § 2, of the Novo Mercado Rules, and abstained from deliberation on their own independence.

VII.       Adjournment: The Chairman thanked everyone for being present and declared the meeting adjourned, but first suspended the meeting 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 board members.

São Paulo, March 18, 2022.

[signatures follow on the next page]

[signature page of the Minutes of the Board of Directors’ Meeting of Natura &Co Holding S.A., dated March 18, 2022]

Presiding Board:

Board Members:

 Item 4

Distance Voting Ballot for the annual general shareholders' meeting, filed by Natura &Co Holding S.A. with the Brazilian Securities Commission on March 18, 2022.

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - NATURA &CO HOLDING S.A. to be held on 04/20/2022

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - NATURA &CO HOLDING S.A. to be held on 04/20/2022

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - NATURA &CO HOLDING S.A. to be held on 04/20/2022

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - NATURA &CO HOLDING S.A. to be held on 04/20/2022

DISTANCE VOTING BALLOT

Annual General Meeting (AGM) - NATURA &CO HOLDING S.A. to be held on 04/20/2022

Item 5

Distance Voting Ballot for the extraordinary general shareholders' meeting, filed by Natura &Co Holding S.A. with the Brazilian Securities Commission on March 18, 2022.

DISTANCE VOTING BALLOT

Extraordinary General Meeting (EGM) - NATURA &CO HOLDING S.A. to be held on 04/20/2022

DISTANCE VOTING BALLOT

Extraordinary General Meeting (EGM) - NATURA &CO HOLDING S.A. to be held on 04/20/2022

DISTANCE VOTING BALLOT

Extraordinary General Meeting (EGM) - NATURA &CO HOLDING S.A. to be held on 04/20/2022

Item 6

Notice to Shareholders regarding a capital increase from the exercise of options, filed by Natura &Co Holding S.A. with the Brazilian Securities Commission on March 18, 2022.

NOTICE TO SHAREHOLDERS

Communication on Capital Increase from Exercise of Options

NATURA &CO HOLDING S.A. (B3: NTCO3, NYSE: NTCO) (“Natura &Co” or “Company”), pursuant to Law No. 6,404, of December 15, 1976, as amended (“Brazilian Corporation Law”), and the rules set out by the Brazilian Securities Commission (“CVM”), specially CVM Ruling No. 358, of January 3, 2002, as amended, hereby informs its shareholders and the market in general that, in a meeting held on this date, the Company’s Board of Directors approved the issuance of new common shares, without par value, carried out during the period from (and including) January 1, 2022 to (and including) February 28, 2022, deriving from the exercise of options for the purchase or subscription of common shares issued by the Company, by the Company’s management and employees, as well as by the management and employees of its subsidiaries, directly or indirectly, who are participants of the current long-term incentive plans (“LTI Plans”), as per article 6, second paragraph, of the Company’s Bylaws and the amount of the Company’s new share capital, as a result of the above.

In view of the limit of the authorized capital of the Company, as established on article 6 of the Company’s Bylaws, the issuance, without preemptive rights, of 152,318 shares, subscribed by the Company’s management and employees during the period from (and including) January 1, 2022 to (and including) February 28, 2022, deriving from the exercise of options for the purchase or subscription of common shares issued by the Company, by the Company’s management and employees, as well as by the management and employees of its subsidiaries, directly or indirectly, who are participants of the LTI Plans (“LTI Capital Increase”), was approved. The new shares shall be entitled to, in equal conditions of the shares currently issued, all its aspects and benefits, including dividends, interest on net equity and eventual capital compensations that may be distributed by the Company as of its date of issuance.

In accordance with article 5 of Exhibit 30-XXXII of CVM Ruling No. 480, of December 7, 2009, detailed information about the LTI Capital Increase is presented in the Exhibit to this Notice to Shareholders.

As a result of the LTI Capital Increase, the share capital of the Company goes from R$12,694,452,870.62, divided into 1,379,584.737registered common shares, with no par value to R$12,695,694,093.80, divided into 1,379,737.055 registered common shares, with no par value.

EXHIBIT

EXHIBIT 30-XXXII OF CVM RULING 480

Communication about the capital increase deriving from stock option plan, as approved by the board of directors, pursuant to article 5 of Exhibit 30-XXXIII of CVM Ruling 480

I.       Date of the Shareholders’ Meeting at which the Stock Option Plan was approved

The Company’s shareholders approved at an extraordinary general meeting held on December 13, 2019, the Stock Option Purchase or Subscription Program of the Company, replacing the program originally approved at the extraordinary general meeting of Natura Cosméticos S.A. (“Natura Cosméticos”) held on March 23, 2009; Stock Option Purchase or Subscription Program of the Company, replacing the program originally approved at Natura Cosméticos’ extraordinary general meeting held on February 6, 2015 and as amended at an extraordinary general meeting held on April 12, 2019; Restricted Stock Option Program of the Company, replacing the program originally approved at Natura Cosméticos’ extraordinary general meeting held on February 6, 2015; Stock Option Purchase or Subscription for Strategy Acceleration Program, replacing the program originally approved at Natura Cosméticos’ extraordinary general meeting of Natura Cosméticos held on July 27, 2015; Second Restricted Stock Option Program of the Company, replacing the program originally approved at Natura Cosméticos’ extraordinary general meeting held on November 30, 2017 and as amended at an extraordinary general meeting held on April 12, 2019; Second Stock Option Purchase or Subscription for Strategy Acceleration Program, replacing the program originally approved at Natura Cosméticos’ extraordinary general meeting held on November 30, 2017; Coinvestment Program, replacing the program originally approved at Natura Cosméticos’ extraordinary general meeting held on April 12, 2019; Long-Term Incentive Program (“LTIP”), replacing the program originally approved at Natura Cosméticos’ extraordinary general meeting held on April 12, 2019. The Board of Directors approved on December 13, 2019, the Stock Option Purchase or Subscription Plan of Natura &Co Holding S.A. – Calendar Year of 2013; the Stock Option Purchase or Subscription Plan of Natura &Co Holding S.A. – Calendar Year of 2014; the Stock Option Purchase or Subscription Plan of Natura &Co Holding S.A. – Calendar Year of 2015; the Stock Option Purchase or Subscription Plan of Natura &Co Holding S.A. – Calendar Year of 2016; the Stock Option Purchase or Subscription Plan of Natura &Co Holding S.A. – Calendar Year of 2017; the Stock Option Purchase or Subscription Plan of Natura &Co Holding S.A. – Calendar Year of 2018; the Stock Option Purchase or Subscription Plan of Natura &Co Holding S.A. – Calendar Year of 2019; Restricted Stock Option Plan – Calendar Year of 2016; Restricted Stock Option Plan – Calendar Year of 2017; Restricted Stock Option Plan – Calendar Year of 2018; Restricted Stock Option Plan – Calendar Year of 2019; Stock Option Purchase or Subscription for Strategy Acceleration Plan – Calendar Year of 2015; Stock Option Purchase or Subscription for Strategy Acceleration Plan – Calendar Year of 2016; Stock Option Purchase or Subscription for Strategy Acceleration Plan – Calendar Year of 2017; Restricted Stock Option Plan – Calendar Year of 2018; Restricted Stock Option Plan – Calendar Year of 2019; Stock Option Purchase or Subscription for Strategy Acceleration Plan – Calendar Year of 2018; Stock Option Purchase or Subscription for Strategy Acceleration Plan – Calendar Year of 2019; Long-Term Incentive Plan – Calendar Year of 2019; on January 3, 2020, the Stock Option Avon; on March 27, 2020, the approval of the terms and conditions of the Coinvestment Plan 2020 – Gross Option; and Coinvestment Plan 2020 – Management; on July 3, 2020, the 2020 Co-Investment Plan - Retention; on March 31, 2021, the LTIP 2021 Plan – Grant to Employees and Management, the LTIP Special Grant Plan, the CIP 2021 Plan – Net Grant and the CIP 2021 Plan – Management (jointly “LTI Plans”).

II.       Capital increase amount and new share capital

As a result of the exercise of options to purchase of shares, the Company’s share capital was increased by R$1,241,223.18 in the period from (and including) January 1, 2022 to (and including) February 28, 2022.

Hence, the share capital of the Company goes from R$12,694,452,870.62 to R$12,695,694,093.80, on February 28, 2022.

(a)       Number of Shares issued of each species and class

Within the scope of the LTI Plans, 152,318 new registered common shares, without par value, which will be entitled to, in equal conditions with the shares currently issued, all aspects and benefits, including dividends, interest on net equity and eventual compensations that may be distributed by the Company, were issued in the period from (and including) January 1, 2022 to (and including) February 28, 2022. Hence, the total number of registered common shares, without par value, issued by the Company, goes from 1,379,584.737 to 1.379.737.055 registered common shares, without par value, on February 28, 2022.

(b)       Issuance Price of the New Shares

Within the scope of the LTI Plans, the new common shares were issued at the following issuance prices:

• Avon Options Plan, in the amount of 42.318 at the issue price of R$0.01 per share.

• Stock Option Plan or Stock Subscription for Strategy Acceleration – Calendar Year 2016, in the amount of 110,000 at the issue price of R$11.28 per share.

(c)       Closing price of each shares’ types and classes in the markets in which they are traded

(i)            minimum, average and maximum closing price of each year, in the last 3 years:

(1)           Historical data adjusted to reflect the share bonus approve at the General Shareholders’ meeting of September 17, 2019, at the rate of 1 new share per 1 common share existing at the base date of September 17, 2019.

(2)           Until March 18, 2022.

(ii)           minimum, average and maximum closing price of each quarter, in the last 2 years:

(3)           Until March 18, 2022.

(iii)         minimum, average and maximum closing price of each month, in the last 6 months:

(4)                  

(5)           Until March 18, 2022.

(6)                  

(iv)          average closing price in the last 90 days, considering March 18, 2022 as a base date: R$23.07.

III.       Potential dilution percentage resulting from the issuance

The dilution percentage of the current shareholders of the Company resulting from the capital increase was of 0,01103964%, within the LTI Plans.

* * * * *

 Item 7 

Management proposal for the annual and extraordinary general shareholders’ meetings to be held on April 20, 2022, filed by Natura &Co Holding S.A. with the Brazilian Securities Commission on March 18, 2022.

In response, we focused on the things that we could control. Our focus on costs and continued transformational changes resulted in Natura &Co posting a net sales growth up by 8.8% (3.8% vs 2020 at Constant Currency “CC”) and strong net income above R$1 billion, significantly higher than 2020, while finishing the year with a strong cash position of R$6 billion. Our total synergies reached US$197 million in 2021, close to 50% of plan, and exceeded our guidance of 40% run rate in 2021. And despite the effects of the global pandemic, we remain on track to deliver our 2022-2024 plans, with key initiatives in place to fuel sustainable, profitable growth. We are confident that we will continue to build long-term shareholder value, while remaining committed to a purpose-driven future.

This performance reflects the remarkable mobilization of our teams to focus on sustainable profitable growth, as well as the strength of our direct to customer, omnichannel model and the depth of the reinvention of the social selling model we are implementing.

Here are some of our highlights, all supported by the continued expansion of digitally enabled sales:

related impacts and a slowdown in the fourth quarter, as the Omicron variant significantly impacted retail footfall. It continued to deploy its new Activist Workshop retail concept, reaching 75 stores in company markets at the end of the year, and resulting in double-digit sales uplifts

To advance our “Commitment to Life” Sustainability Vision in 2021, we used our voice on the global stage, including at COP26 in Glasgow, and to address the Chinese Government at the opening of COP15, the Conference of Biodiversity hosted by President Xi Jinping in Kunming. One of the ways in which Natura &Co will continue to help drive the agenda to halt and reverse nature loss in 2022 will be with the World Economic Forum’s Champions for Nature community which we co-chair for 2021-2022 initiatives on behalf of the private sector. A milestone achievement for our group during 2021 was defining the baseline of our carbon emissions of all four brands on scopes 1, 2, and 3, which will now enable us to clearly advance our path to a net zero future.

Our belief in the beauty of the collective runs deep. Reaching out to over 200 million customers, with over 7.7 million consultants, representatives and over 3,700 stores across five different continents and 100 countries, we collaborate, we learn from each other, and in turn we grow. We are living proof that together we are greater than the sum of our parts.

For all we have achieved, I am especially proud of our teams who demonstrated their resilience time and time again and tirelessly drove results, pushing forward in the spirit of collaboration, and creating synergies to deliver impactful outcomes across the company. 2021 has proven that even in the toughest of times, our business model and our brand strategies are sound, and we continue to move forward with confidence.

As I write this letter, the shadow and devasting consequences of a war in Europe is once again around us. Our thoughts and solidarity are with our teams in Ukraine and Russia, where our priority remains their safety and well-being while already helping all the impacted people with donations, logistics and monetary support. We are consistently monitoring the situation and evaluating all options in terms of business continuity. More than ever, in the face of violence, we believe in dialogue, interdependence, in power of the collective and peaceful resolution as the only way forward.

Lastly, I encourage you to read our 2022 Management Proposal, Proxy Statements and 2021 Annual Report. We remain committed to create sustainable long-term value to our shareholders. 

On behalf of the Board of Directors and management team we thank you for choosing to invest in Natura &Co.

We look forward to continuing our journey side by side with you.

With gratitude,

Roberto Marques,

Executive Chairman and Group CEO, Natura &Co

1.       Information on the matters subject to resolution

All information and documents set forth in CVM Rule No. 481/09 (“CVM Rule No. 481”) related to the matters subject to resolution in the Annual and Extraordinary General Meetings of the Company, to be held at 8:00 a.m., Brasília time, on April 20, 2022, exclusively digitally, with attendance through an electronic system to be opportunely informed (“AEGM” or “General Meetings”), as well as the further information and documents relevant for the exercise of voting rights by the shareholders are available to the shareholders at the Company’s principal place of business and on the Company's investor relations website (https://ri.naturaeco.com), on the website of the Brazilian Securities and Exchange Commission – CVM (“CVM”) (www gov.br/cvm) and of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) (www.b3.com.br).

Under the Call Notice to be disclosed pursuant to Law No. 6,404/76 (“Corporations Law”), the Meetings shall have the following agenda:

At the Annual General Meeting:

(1) review the managers’ accounts, examine, discuss and vote on the financial statements, together with the independent auditors' report, for the fiscal year ended on December 31, 2021;

(2) examine, discuss, and vote on the proposal of capital budget for the fiscal year ending on December 31, 2022;

(3) examine, discuss and vote on the proposal of allocation of the net profit assessed in the fiscal year ended on December 31, 2021 and the distribution of dividends;

(4) define the number of members for the Company’s Board of Directors;

(5) resolve on the independence of the candidates for the positions of independent members of the Company's Board of Directors;

(6) elect the members of the Company’s Board of Directors; and

(7) define the global compensation of the Company’s managers, to be paid by the date of the annual general meeting at which the Company’s shareholders resolve regarding the financial statements for the fiscal year ending on December 31, 2022.

At the Extraordinary General Meeting:

(1) resolve on the re-ratification of the global compensation of the Company’s managers relating to the period from May 2021 to April 2022, fixed at the Company’s Annual General Meeting held on April 16, 2021; and

(2) Resolve on the amendment to 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 18, 2022.

The Management Proposal for the matters in the agenda of the Meetings is described herein.

BOARD OF DIRECTORS

2.       Management Proposal

In compliance with the provisions of CVM Rule No. 480, (“CVM Rule No. 480”) of December 7, 2009, and of CVM Rule No. 481, and aiming at the Shareholders’ instruction regarding the matters to be resolved in the Meetings, this document provides the Company’s management proposal about the matters to be submitted to the resolution of the Shareholders in the Meetings, as well as the information relevant for the exercise of the voting right by the Shareholders.

At the Annual General Meeting:

(1) Review the managers' accounts, examine, discuss, and vote the financial statements, together with the independent auditors' report, for the fiscal year ended on December 31, 2021.

The annual management report and the financial statements, together with the independent auditors’ report for the fiscal year ended on December 31, 2021, were approved by the Board of Directors at a meeting held on March 7, 2022, disclosed on March 9, 2022 and published in the newspaper Valor Econômico (printed and digital) on March 10, 2022.

In addition to the other applicable documents, pursuant to CVM Rule No. 481, the documents below are available for consultation on the Investor Relations website (https://ri.naturaeco.com), on the CVM website (www.gov.br/cvm) and on the B3 website (www.b3.com.br):

The Management proposes approval of the manager's accounts, of the management report and of the financial statements, together with the independent auditors' report, for the fiscal year ended on December 31, 2021.

(2) Examine, discuss, and vote the proposal of capital budget for the fiscal year ending on December 31, 2022.

In accordance with article 196 of the Corporations Law, Management proposes to withhold a portion of the net income for the year ended March 31, 2022 in the amount of BRL733,571,935.00 (seven hundred and thirty three million, five hundred and seventy one thousand, nine hundred and thirty five).

To support the proposed retention of net income presented herein, the management of the Company recommends that the capital budget proposal be approved, under the terms of Exhibit II, in the amount of BRL 1,708,000,000.00 (one billion, seven hundred and eight million reais), having the following origins:

(i) nine hundred and seventy-four million, four hundred and twenty eight thousand, sixty five reais (BRL 974,428,065.00) from the generation of cash from operating activities and third-party financing, and

(ii) seven hundred and thirty-three million, five hundred and seventy one thousand, nine hundred and thirty five reais (BRL 733,571,935.00) from the proposed retention of net income reserve.

The resources of the capital budget will be used to the necessary investments for the consolidation of the Company's growth plans.

The effective term of the capital budget up to the end of the fiscal year of 2022.

For more information about such matter, please see the document in Exhibit II to this Proposal (Management Proposal for Capital Budget).

In addition, the information required by “Exhibit 9-1-II” of CVM Instruction No. 481 is available for consultation at the Exhibit III to this Management Proposal.

(3) Examine, discuss and vote on the proposal of allocation of the net profit assessed in the fiscal year ended on December 31, 2021 and the distribution of dividends.

As indicated in the Company's financial statements and pursuant to art. 191 of the Corporations Law, the Company's net profit for the year ended December 31, 2021 was one billion, forty seven million, nine hundred and fifty nine thousand, seven hundred and twenty two reais (BRL 1,047,959,722.50), for which the following destination is proposed:

We propose not to allocate part of the net income to the legal reserve, considering that the Company currently has capital reserves that exceed 30% of its capital stock, in accordance with § 1 of article 193 of the Corporations Law.

We also propose to the distribution of dividends in the total amount of one hundred and eighty million, seven hundred and seventy-two thousand, forty-six reais and eighty-two cents (BRL 180,772,046.82) referring to the realized portion of the minimum mandatory dividend, being BRL 0.131500686 per ordinary share (discounting shares held in treasury). The amount of dividends per share is estimated, and may be adjusted due to eventual exercises of call options or treasury stock movements until the cut-off date. date. The proposed dividends will be paid to shareholders of the Company at the end of the trading session on April 20, 2022, date of the ordinary and extraordinary general meeting, and the Company's shares will trade "ex" dividends as of April 22, 2022 (inclusive).

It is also proposed that the dividends to be declared be paid on a date to be defined by Management within the fiscal year 2022, under the terms of article 205, §3º of the Corporations Law. The proposal of paying the dividends within a period superior to 60 days of its declaration aims to provide more flexibility for the management of the Company's cash flow. The Management will publish a Notice to Shareholders in due course with information about the payment date of the dividends to be declared.

Under the terms of article 197 of the Corporations Law, considering that the amount of the mandatory dividend exceeded the realized portion of the net income for the fiscal year, it is proposed that the excess, corresponding to one hundred and thirty-three million, six hundred and fifteen thousand, eight hundred and seventy reais (BRL 133,615,870.00), be destined to the constitution of a reserve of unrealized profits.

For more information on this matter, see Exhibit III to this Management Proposal, which contains the information required by “Exhibit 9-1-II” of CVM Instruction No. 481.

(4) Define the number of members for the Company’s Board of Directors.

Management proposes that the Board of Directors, in the event of election by majority vote or through the adoption of the multiple vote procedure, be composed of thirteen (13)
members.

(5) Resolve on the independence of the candidates to the positions of independent members of the Company's Board of Directors.

Under the terms of article 17 of the Novo Mercado Rules, the characterization of the persons appointed to the Board of Directors as independent board members shall be resolved by the Company’s General Meeting.

The candidates to Independent Board Members are: Carla Schmitzberger, Gilberto Mifano, Fábio Colletti Barbosa, Jessica Dilullo Herrin, Ian Martin Bickley, Nancy Killefer, W. Don Cornwell, Andrew George McMaster Jr. and Georgia Melenikiotou. For more information about the candidates to members of the Board of Directors, see document in Exhibit IV to this Proposal.

Pursuant to article 17, I, of the Novo Mercado Rules, the Company obtained a statement from the candidates indicated above, in which they attested to their compliance with the criteria established in the Novo Mercado Rules. For purposes of article 17 of the Novo Mercado Rules, the Company's Board of Directors issued a favorable statement for the qualification of the candidates listed above in accordance with the independence criteria set forth in the Novo Mercado Rules.

In view of the foregoing, the Company Management recommends that the shareholders approve, within the scope of the Annual General Meeting, the classification of Carla Schmitzberger, Gilberto Mifano, Fábio Colletti Barbosa, Jessica DiLullo Herrin, Ian Martin Bickley, Nancy Killefer, W. Don Cornwell, Andrew George McMaster Jr., and Georgia Melenikiotou as candidates to independent members of the Board of Directors.

(6) Elect the members of the Company's Board of Directors, to be elected for the unified term of office established in the Bylaws, which will be two (2) years.

The Management indicates the names below to compose the Board of Directors, with term of office of two (2) years, to end on the date of the annual general meeting at which the Company’s shareholders resolve on the financial statements for the fiscal year ending December 31, 2023.

Antonio Luiz da Cunha Seabra

Guilherme Peirão Leal

Pedro Luiz Barreiros Passos

Roberto de Oliveira Marques

Carla Schmitzberger (independent member)

Gilberto Mifano (independent member)

Fábio Colletti Barbosa (independent member)

Jessica DiLullo Herrin (independent member)

Ian Martin Bickley (independent member)

Nancy Killefer (independent member)

W. Don Cornwell (independent member)

Andrew George McMaster Jr. (independent member)

Georgia Melenikiotou (independent member)

For more information about the candidates to members of the Board of Directors, see document in Exhibit IV to this Proposal.

Voting on the candidates above will be on one single slate, to be elected through the majority vote.

The Company's Shareholders representing at least 5% of the corporate capital may require, in writing, adoption of the multiple voting procedure to the Company, under CVM Rule No. 165, of December 11, 1991, and CVM Rule No. 481.

If it is validly required the adoption of a multiple voting procedure, the vote will be carried out individually instead of the slate, and each share will be attributed as many votes as the vacancies to be filled in the Company’s

Board of Directors, and the Shareholder will be entitled to accumulate votes in one single candidate or distribute them among several candidates.

Shareholders wishing to request the adoption of the multiple voting process must do so, in writing, to the Company, by 8:00 a.m. on the day 18 of April 2022, through the email address ri@natura.net (Subject: "Voto Múltiplo AGO 2022”) or by correspondence delivered to the Company's headquarters located at Avenida Alexandre Colares, No. 1.188, sala A17, bloco A, Parque Anhanguera, CEP 05106-000, in the City of São Paulo, State of São Paulo, in the care of “Ana Carolina Lopes – Voto Múltiplo AGO 2022”.

Additionally, the minority Shareholders holding, individually or as a group — observing the provisions of article 141 of Corporate Laws and of the Company’s bylaws, of ten percent (10%) or more of the Company’s shares, will be entitled to elect, in a separate voting, one member of the Company’s Board of Directors. In the event of a separate election, it is proposed that the Board of Directors be composed of thirteen (13) members, and the administration must define in a timely manner the member who will no longer be on the slate. .

Only members of the Company’s Board of Directors who evidence uninterrupted ownership of the minimum shareholder interest required for the exercise of the election right during three (3) months immediately preceding the Meeting may exercise such right.

(7) Define the global compensation of the Company’s managers, to be paid by 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, 2022.

The Company’s Management proposes to set the managers’ global compensation, to be paid by 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, 2022, considering the period from May 2022 to April 2023, in the total amount of up to one hundred and fifteen million, a hundred and fifty-five thousand, seven hundred and seventy and fifty-six cents (R$ 115,155,770.56), including fixed and equity-based compensation.

In accordance with the understanding stated by the CVM´ Board at a meeting held on December 8. 2020 (CVM Proceeding No. 199957.007457/2018-109), the social charges payable by employers are not comprised by the concept of “benefits of any nature” mentioned in article 152 of the Corporation Act. Thus, such charges have not been considered for the purpose of the manager´s proposed global compensation herein submitted.

How our Value-Driven Compensation Program Supports our Strategic Transformation

The geopolitical situation adds new challenges to our businesses, beyond headwinds in supply chain, rising inflation, new pandemic restrictions and weak consumption in Brazil that has a strong effect on the CFT market. However, our focus on costs and continued transformational changes allowed us to post net sales growth and net income above 1 billion Reais and finished the year with a strong cash position.

This performance reflects the remarkable mobilization of our teams to focus on profitability, but also the strength of our omnichannel model and the depth of the reinvention of the social-selling model we are implementing. Natura &Co also continues to be attentive to the health and safety of its employees, consultants and representatives and customers.

2021 has proven that even in the toughest of times, the business model and the brand strategies are sound. In light of our continuing focus on driving the path forward, Management proposes to approve the rectification and ratification of the global compensation. Shareholders are encouraged to read CEO letter on page 2, access 4Q21 and 2021 earnings results (link here) and 2021 Annual Report (link here) for further updates regarding financial performance, strategy, and governance.

Compensation Structure

The Company compensation strategy is underpinned by its broader mission on “people, planet and profit”. Natura &Co is formed by global purpose-driven, multi-channel beauty brands and is active in more than 100 countries. Given the Group's structure and business complexities, it is critical to rely on a highly skilled management team to lead the Group on its growth trajectory, executing a purpose-driven business strategy and creating value for all stakeholders. Read more on Natura´s ESG metrics on our Sustainability Vision 2030 progress report (link here)

The Company’s compensation structure takes into account compensation norms and competitive levels specific to the role’s talent market, regulatory requirements, business strategy, and alignment with shareholder interests. As is the norm in the market and aligned to our talent objectives, our compensation structure comprises fixed and variable compensation, the latter of which includes short and long-term incentives. Compensation is designed to be predominantly variable, and which does not payout if threshold performance levels are not met.

More information on the Total Compensation of the Board of Directors, Statutory Officers and the Fiscal Committee for the years ended December 31, 2020 and 2021, respectively, is found on Exhibit V - Reference Form item 13.1.

The Annual Variable Compensation (short-term incentive) is performance-based, with a minimum EBITDA threshold that has to be achieved before funding can occur. Assuming the threshold is met, performance is evaluated based on a scorecard that considers financial metrics such as revenue and cash generation, as well as growth, social and environmental goals.

The Share Based Compensation (long-term incentive) has a 3-year vesting period and is composed of a “Co-Investment Program” and “Long Term Incentives Program” to incentivize long-term performance on key indicators and align management interests with our shareholders as equity owners. The key performance indicators include profitability, total shareholder return and the reduction in carbon emissions, the latter related to our Net Zero 2030 ambition.

To strengthen this commitment, Natura &Co as a purpose-driven group, has established material weight on environmental and social metrics in both the short and long-term incentive programs as presented in the chart below:

The variable component, which is predominantly equity-based, represents a significant portion of Board of Directors’ and Statutory Officers and Non-Statutory’ compensation to support long-term strategy development and execution and value creation to all stakeholders, as shown in the graphs below:

Additional Information on Compensation of the Board of Directors and Statutory Officers

The Executive Chairman and Group CEO´s compensation composition differs from the other members of the Board of Directors, due to responsibilities inherent in holding both positions. According to CVM rules, the compensation of an executive who also holds a board position, needs to be disclosed as part of the Board of Directors compensation and not as a Statutory Director.

Additionally, CVM rules set out the methodology by which long-term incentives should be valued. In particular, we note that the methodology uses the original award date share price rather than a floating share price at the time of the regulatory filings.

For complete information on the compensation structure of Board of Directors, Statutory Officers and the Fiscal Committee for the years ended December 31, 2020, and 2021, please refer to Exhibit V - Reference Form item 13.

For supplemental information on maximum, minimum and average individual compensation for the year ended December 31, 2021 as further guidance, please see Exhibit III – Reference Form item 13.16. This section should be read in conjunction with the company´s Corporate Governance Structure, also available to shareholders here and in conformity with reporting requirements dictated under Brazilian Corporate Law and in CVM Rulings.

The Company´s Managers´ Compensation Policy was approved by the Board of Directors on July 17, 2019 and is available for consultation on the Company’s investors relations website and on the CVM website (www.cvm.gov.br).

In accordance with our high standards in corporate governance and aiming for continuous improvement in transparency, we have enhanced our disclosure on our global compensation structure. In addition, we anticipated the Annual Report (link here) publication prior to the Annual General Meeting, which will include Board skill matrix, among other information, in order to provide shareholders with a timely and broader view of the Company´s performance and achievements in 2021.

(8)       Instatement of the Fiscal Council.

Although not included in the agenda of the AEGM, the law allows shareholders representing at least 2% of the Company’s voting shares to request the instatement of a Fiscal Council. By legal requirement, the Remote Voting Ballot contains the following simple questions:

"Do you wish to request the instatement of the Fiscal Council, pursuant to article 161 of Law No. 6,404 of 1976?

[ ] Yes [ ] No [ ] Abstain”

The Management suggests that the shareholders vote “no” or “abstain” upon request for instatement of such body, as it understands that the Audit, Risk Management and Finance Committee, the mission of which is to ensure the operationalization of the internal and external audit procedures, of the mechanisms and controls related to the risk management and coherence of financial policies with the strategic guidelines and the business risk profile, already properly performs the surveillance functions, thus it being not necessary the instatement of the Fiscal Council, which would result in an increase to the costs with no clear benefits.

Up to the moment, the Management informs that there has not been any request for inclusion of candidates to the Fiscal Council in the Remote Voting Ballot, as allowed under the CVM Rule No. 481.

Thus, those shareholders that opt for remote voting ballot shall not be able to know the names, résumés and other relevant information of any candidates that may be appointed afterwards, even at the General Meeting itself, nor shall they take part in the election, if shareholders representing at least 2% of the total Company's voting shares vote in favor of the request for instatement of the Fiscal Council (considering the sum of the votes cast in person or remotely).

Thus, to avoid the risk that shareholders who opt for the remote voting inadvertently contribute for the election of candidates (i) indicated and appointed by shareholders holding an irrelevant percentage or a percentage that minimally represents the capital stock, and/or (ii) whose names and résumés and other information relevant for an informed decision have not been disclosed upon completion of the Remote Voting Ballot, without prejudice to the provisions of article 21-L of CVM Rule No. 481, the Management suggests that the shareholders who opt for the remote voting vote “no” or “abstain” in the answer to this question.

At the Extraordinary General Meeting:

(1) Resolve on the re-ratification of the global compensation of the Company's managers relating to the period from May 2021 to April 2022, fixed at the Company's Annual General Meeting held on April 16, 2021.

At the Annual General Meeting held on April 30, 2021 ("AGO 2021"), the shareholders approved, by a majority of the votes cast, the establishment of the overall compensation of the managers considering the period from May 2021 to April 2022, in the total amount of up to one hundred and four million, five hundred and eighty-five thousand, six hundred and fifteen reais and forty cents (BRL 104,585,615.40). This amount was exceeded by five million, three hundred and seventy thousand, four hundred and eighty-two reais and fifty-nine cents (BRL 5,370,482.59), mainly due to the costs incurred in the transition of statutory directors in 2021, which led to an increase of approximately 5 in the overall amount of the directors' compensation, which was not foreseen in the management proposal for the AGO 2021.

In view of the above, the Management proposes the approval of the rerratification of the overall compensation of the Company's directors and officers paid, considering the period from May 2021 to April 2022, set at the AGO 2021 in the amount of one hundred and four million, five hundred and eighty-five thousand, six hundred and fifteen reais (BRL 104,585,615.00) to one hundred and nine million, nine hundred and fifty six thousand, ninety-seven reais and ninety-nine cents (BRL 109,956,097.99), that is, a difference of five million, three hundred and seventy thousand, four hundred and eighty and fifty-nine cents (BRL 5,370,482.59) so that it can be incorporated into the remuneration for the fiscal year.

For more information about the proposal for the rerratification of the compensation of the directors, see item 13 of the Reference Form in Exhibit V.

(2) Resolve on the amendment to 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 18, 2022.

The Company's Management proposes the amendment to article 5 of the Company's Bylaws, as well as the consequent consolidation of the Company's Bylaws, in order to reflect the current value of the capital stock confirmed at the Board of Directors’ Meeting held on March 18, 2022, which was increased from twelve billion, six hundred and ninety four million, four hundred and fifty-two thousand, eight hundred and seventy reais and sixty two centavos (BRL 12,694,452,870.62), divided into one billion, three hundred and seventy-nine million, five hundred and eighty four thousand, seven hundred and thirty seven (1.379.584.737) registered common shares, without par value, to twelve billion, six hundred and ninety five million, six hundred and ninety four thousand, ninety three reais and eighty cents (BRL 12,695,694,093.80), divided into 1.379.737.055 (one billion, three hundred and seventy nine million, seven hundred and thirty seven thousand and fifty five) registered common shares, without par value, as a result of the exercise of options to purchase or subscribe for common shares issued by the Company, by the Company’s managers and employees, as well as by the managers and employees of the companies directly or indirectly controlled by it, who participate in the current long-term incentive plans, as authorized by the wording of article 6, paragraph 2, of the Company’s Bylaws.

Therefore, it proposes to amend article 5 of the Company's Bylaws, which shall now become effective with the following new wording:

"Article 5 - The Company’s capital stock, fully subscribed and paid up, is twelve billion, six hundred and ninety-five million, six hundred and ninety-four thousand, ninety three reais and eighty centavos (12.695.694.093,80), divided into one billion, three hundred and seventy-nine million, seven hundred and thirty seven thousand, fifty five (1.379.737.055) registered common shares, with no par value.

In compliance with the provisions of article 11 of CVM Rule No. 481, Exhibit VI to this Proposal contains a comparative chart, including the current wording, the proposed wording, and the justification for the amendments. In addition, for ease of reference and better viewing and contextualization of all amendments proposed herein, Exhibit VI also contains the track changes version of the Bylaws restating the proposed amendments.

* * *

NATURA &CO HOLDING S.A.

MANAGEMENT PROPOSAL FOR THE ANNUAL AND EXTRAORDINARY GENERAL MEETINGS

TO BE HELD ON APRIL 20, 2022

Exhibit I

Managers’ comments about the Company’s financial status, pursuant to item 10 of the Reference Form and under CVM Rule No. 481

The following discussion of our consolidated financial condition and results of operations should be read in conjunction with our audited consolidated financial statements as of and for the years ended December 31, 2021, 2020 and 2019 presented in accordance with accounting practices adopted in Brazil, which comprise the rules of the Brazilian Securities and Exchange Commission (“CVM”) and the pronouncements of the Brazilian Accounting Standards Committee (“CPC”) and in accordance with the International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board (“IASB”).

As described in item 7.1 of this Reference Form, the Company was organized with the purpose of enabling the acquisition of Avon Products, Inc. (“Avon”) through the combination of businesses, operations, and share bases of Natura Cosméticos S.A. (“Natura Cosméticos”) and Avon (“Transaction”).

As a result of the Transaction, for the purposes of this Section 10 of the Reference Form, “Natura &Co” only means (i) prior to the conclusion of the Transaction, Natura Cosméticos and its subsidiaries on a consolidated basis, and (ii) after the conclusion of the Transaction, Natura &Co Holding and its subsidiaries on a consolidated basis. The brands under management of the Company include Natura Cosméticos, Avon and Natura &Co International S.a.r.l., recently constituted.

The Transaction was announced on May 22, 2019, when Avon, Natura Cosméticos, the Company (“Natura &Co Holding”) and the subsidiaries Nectarine Merger Sub I, Inc. and Nectarine Merger Sub II, Inc. entered into the Merger Agreement, as amended on October 3, 2019 and November 5, 2019, whereby Avon and Natura Cosméticos became direct wholly-owned subsidiaries of Natura &Co Holding through a series of corporate restructuring operations.

On November 13, 2019, the controlling shareholders of Natura Cosméticos contributed to Natura &Co Holding, in capital increase, shares corresponding to about 57.3% of Natura Cosméticos’ capital stock, on December 17, 2019, all shares of Natura Cosméticos held by non-controlling shareholders and not previously held by Natura &Co Holding were merged into Natura &Co Holding. Thus, Natura Cosméticos became a wholly owned subsidiary of Natura &Co Holding, completing the corporate restructuring carried out in preparation for the Transaction (“Corporate Restructuring”).

After all the conditions for the conclusion of the Transaction were met, Nectarine Merger Sub II were merged with and into Avon, with Avon surviving the merger. Subsequently, Nectarine Merger Sub I was merged with and into Natura &Co Holding S.A., with Natura &Co Holding S.A. surviving the merger. Following the mergers, Avon became a wholly owned direct subsidiary of Natura &Co Holding S.A., and the former Avon shareholders became shareholders of Natura &Co Holding S.A.

Prior to the Corporate Restructuring, Natura &Co Holding had limited or inexistent assets, operations, and liabilities, and had no material contingent liabilities or commitment.

The Corporate Restructuring was recorded using the predecessor accounting method through which historical transactions of Natura Cosméticos are considered Natura &Co Holding’s transactions.

Thus, the consolidated financial statements analyzed and discussed in this form reflect:

Restructuring;

The Transaction was consummated on January 3, 2020, and, as a result, Avon became a direct wholly owned subsidiary of Natura &Co Holding.

Immediately after the conclusion of the Transaction, the former shareholders of Natura Cosméticos held approximately 72.9% of Natura &Co Holding and the former common shareholders of Avon held approximately 27.1% of Natura &Co Holding. As a result, Natura &Co Holding is the acquirer for the purposes of financial reporting.

The number of common shares issued by Natura &Co Holding, as a result of the Corporate Restructuring, is retrospectively reflected as of January 1, 2017, for the purpose of calculation of the profit per share in all previous periods presented.

The consolidated financial statements, the income statement and cash flows and all other movements of assets and liabilities are, except when mentioned, in Brazilian reais, the functional currency and the presentation currency of the consolidated financial statements of Natura &Co Holding and Natura &Co.

As explained in item 7.2(a), before the announcement in January 2020 about the acquisition of Avon, starting in the first quarter of 2020, and as a result of the acquisition of Avon, we started to manage and report our operations based on the following four operating segments:

The discussion and comparative analysis of the consolidated results for the years ended December 31, 2021, 2020 and 2019 are based on the new presentation of segments. We emphasize that the consolidated information per segment for the year ended December 31, 2019 has been restated to reflect the changes in the presentation of the segments, as mentioned above.

The officers’ comments intend to provide to investors relevant information to facilitate the comparison of performance using our historical financial statements for the fiscal years ended December 31, 2021, 2020, and 2019.

The terms “HA” and “VA” in the columns of certain tables of this section 10 of the Reference Form mean “Horizontal Analysis” and “Vertical Analysis”, respectively. The Horizontal Analysis compares indexes or items of a line in our financial statements over a period of time. The Vertical Analysis represents the percentage or the item of a line in relation to the net operating income for the indicated years, or in relation to the total assets on the applicable dates, except when indicated otherwise.

All the information presented in this Section 10 has been rounded to the nearest thousands, except when indicated otherwise.

a)       general financial and equity conditions

Result

The Board of Officers believes that the Company’s financial and equity conditions are sufficient to fulfill its short- and long-term obligations. The Company’s cash generation, jointly with the available credit facilities in financial institutions, is sufficient to fund its activities and cover its need for funds to carry out its business plan.

The Company surpassed the global toiletries, perfumery and cosmetics market during 2021. This achievement is mainly due to the 18% expansion of total digital sales in 2021 compared to 2020, which include sales by digital relationship (“social selling”) and e-commerce, driven by the closing of the retail market during certain periods of the year. The Company is closely monitoring the evolution of the COVID-19 pandemic worldwide. The Crisis Committee, created to manage the effects of the pandemic, continuously analyzes the situation and acts to minimize impacts, ensure continuity of operations, hedge cash, improve liquidity, and promote the health and safety of all.

We remain extremely attentive to the health and safety of our employees, consultants, representatives, and customers.

Additional details on the results assessed by the Company of the period ended December 31, 2021 and 2020 (and other comparative periods) are presented in item 10.1 (h) and 10.2 of this Reference Form.

For year ended December 31, 2021, current and general liquidity indexes were 1.3 and 0.8 for December 31, 2020 they were 1.2 and 0.8, respectively). The Company had R$4,007.3 million in cash and cash equivalents as of December 31, 2021 and R$1,978.8 million in short-term investments (R$5,821.7 million in cash and cash equivalents as of December 31, 2020 and R$2,520.6 million in short-term investments as of December 31, 2020).

The Company prepaid US$ 900 million (R$ 5,194.6 million) in November in Avon bonds maturing in 2022, and the cash balance is in line with projections and well above our minimum limits. The cash flow generation in the second half of 2021 helped to reverse the negative cash flow in the first half of the year, despite Avon´s acquisition costs and COVID-19 impacts. Cash generation mainly in the fourth quarter of 2021 was driven by strong operating results and improvement in working capital, mainly due to lower inventory at Natura &Co Latam and the extension of the terms of the accounts payable at The Body Shop, primarily due to the postponement of rental payments.

In 2019, the current liquidity index decreased, but the general liquidity index slightly increased. The current liquidity index went from 1.4 to 1.3, while the general liquidity index went from 0.6 to 0.7.

b)       capital structure

The Company’s goals, in managing its capital, are to protect its continuity, offer return to the shareholders and benefit the other stakeholders, in addition to maintaining a reasonable capital structure to decrease such cost. The table below shows some finance information on the Company’s activities, considering the stockholders’ equity and the equity of third parties:

Shareholders’ Equity

As of December 31, 2021, our shareholders’ equity amounted to R$28,433.1 million, an increase of R$1,046.6 million compared to R$27,387.1 million as of December 31, 2020, primarily due to current impacts of transactions and recognized tax consequences.

As of December 31, 2020, our shareholders’ equity amounted to R$27,387.1 million, an increase of R$24,024.8 million compared to R$3,362.3 million as of December 31, 2019, primarily due to the acquisition of Avon and net income for the year and operation of follow-on of shares during the 2020 financial year.

Current and Non-current Borrowing, Financing and Debentures, Including Lease Liabilities

As of December 31, 2021, current and non-current borrowing, financing and debentures, including lease liabilities, amounted to R$16,264.7 million, a reduction of R$1,416.7 million compared to R$17,681.4 million as of December 31, 2020, such reduction which is connected to the volume of liquidations carried out in 2021.

As of December 31, 2020, current and non-current borrowing, financing and debentures, including lease liabilities, amounted to R$17,681.4 million, an increase of R$4,377.5 million compared to R$13,303.9 million as of December 31, 2019, mainly due to the inclusion of Avon’s debts, in addition to new borrowing and financing, as well as the effects of exchange rate variation that were relevant in the year, due to the sharp exchange rate devaluation resulting mainly from the impacts of COVID-19. Increases were partially balanced by amortization of Debentures, among other debts, during the 2020 fiscal year.

Cash and Cash Equivalents and Short-Term Investments

As of December 31, 2021, our cash and cash equivalents and short-term investments amounted to R$5,986.0 million, a reduction of R$2,356.3 million or 28.3% compared to R$8,342.2 million on December 31, 2020. This reduction is mainly due to the consumption of cash by investing and financing activities, associated with the acquisition of property, plant and equipment, intangible assets and rights of use, as well as the increase in the volume of loans, financing and debentures amortized in 2021. Cash and cash equivalents and marketable securities in current assets represented 9.9% of total assets on December 31, 2021, compared to 13, 8% on December 31, 2020.

As of December 31, 2020, our cash and cash equivalents and short-term investments amounted to R$8,342.2 million, an increase of R$2,802.9 million compared to R$5,539.4 million as of December 31, 2019. This increase is mainly due to the acquisition of Avon and the transactions carried out in the capital markets that raised funds in the amount of R$7.6 billion reais. Cash and cash equivalents and marketable securities in

current assets represented 13.8% of total assets as of December 31, 2020, compared to 26.1% as of December 31, 2019.

In the fiscal years ended December 31, 2021, 2020 and 2019, we fully complied with our financial commitments.

Additionally, the Management understands that the relationship of the Company with first-tier financial institutions allows the access to additional credit facilities when it becomes necessary.

The analysis of the current liquidity and general liquidity rates demonstrates the Company’s capacity to settle its short-term commitments.

Índice de Liquidez

(i) Total current assets divided by total current liabilities.

(ii) Sum of current assets and non-current assets divided by the sum of current liabilities and non-current liabilities.

The current liquidity ratios (represented by current assets divided by current liabilities) and general liquidity (represented by total assets divided by the sum of current liabilities and non-current liabilities) of the Company on December 31, 2021 were 1.3 and 0.8, respectively, as of December 31, 2020 they were 1.2 and 0.8, respectively, and as of December 31, 2019, they were 1.3 and 0.7, respectively.

Additionally, up to the date of this Reference Form, we have honored the payments of all our commitments, as expected, and there is no perspective of financial incapacity or non-managed liquidity risk.

d)       sources of financing for working capital and for investments in non-current assets used by the Company

As set out in note 19 to our individual and consolidated financial statements for the financial year 31 December 2021, The Body Shop had, at 31 December 2021, a facility of up to £100 million (£70 million at 31 December 2020), guaranteed by Natura Cosméticos, which could be withdrawn in installments to meet the short-term financing needs of The Body Shop International Limited. This credit line was fully withdrawn by The Body Shop until December 31, 2021 and 2020, respectively, to reinforce working capital and liquidity, with annual interest payment of Libor + 2.9% p.a.

The Company also used unsecured lines of credit totaling approximately US$100 million for working capital purposes in the countries where it operates.

e)       These lines provide financial coverage to the companies Natura, Aesop and Avon. Some of these lines were contracted in the first and second quarters of 2020 (about US$60 million) to reinforce liquidity. However, part has already been settled in the last quarter of 2020 (about US$ 14 million).sources of financing for working capital and investment in non-current assets intended for use as a means of covering liquidity shortfalls

Traditionally, our cash requirements consist of working capital, maintenance of our indebtedness, capital expenditures related to investments in operations, maintenance and expansion of facilities, as well as acquisitions. Our sources of liquidity come from cash flows from our operations (which may vary according to fluctuations in our operating income, cost of goods sold, operating expenses and financial results) and short-term and long-term borrowings. We finance acquisitions through third-party loans and share exchange structures.

We believe that, for the next 12 months, our working capital is sufficient to meet our current needs. If necessary, we may cover any possible shortfalls in our working capital needs or any additional needs arising from the impacts of the COVID-19 pandemic on business through short-term and long-term loans or debt offerings in the domestic and international capital markets. Our main sources of financing for working

capital, investments in non-current assets and any additional needs are: (i) cash generated from our operating activities and (ii) loans and financing.

As of December 31, 2021, current and noncurrent borrowing, financing, debentures and bond issuances, including lease, amounted to R$ 16,264.7 million, of which R$ 1,950.6 million was current and R$ 14,314.1 million was noncurrent.

As of December 31, 2020, current and non-current borrowing, financing and debentures and bond issuances, including lease liabilities, amounted to R$17,681.4 million, of which R$4,865.3 million was current and R$12,816.1 million was non-current.

As of December 31, 2019, current and non-current borrowing, financing and debentures and bond issuances, including lease liabilities, amounted to R$13,303.9 million, of which R$3,896.4 million was current and R$9,407.5 million was non-current.

The following table shows the maturities of our non-current consolidated debts, including lease liabilities, as of December 31, 2021:

The summary of current and non-current borrowing and financing and debentures and bond issuances in the years ended December 2021, 2020 and 2019 is demonstrated as follows:

The Company has long-term relationships with national and international financial institutions that, over the last years, enabled the growth of its activities by means of borrowing and financing.

None of our existing debts as of December 31, 2021 has a specific subordination clause, so there is no preference relationship between them. The gross debt is composed of the sum of borrowing and financing and debentures (current and non-current), guaranteed by (i) fiduciary assignment; (ii) fiduciary sale; and (iii) financial guarantees, such as endorsement and suretyship. The degree of subordination between the Company’s debts is determined in accordance with the provisions of the legislation in force, namely: (i) social and labor obligations; (ii) tax payable; (iii) lease liabilities; (iv) borrowing and financing; (v) unsecured credits; (vi) subordinated credits; and (vii) dividends and interest on net equity.

(iv)       any restrictions on the Company, especially with regard to indebtedness limits and contracting of new debts, payment of dividends, disposal of assets, issuance of new securities, and disposal of ownership control, as well as whether the issuer has been complying with these restrictions

Debentures

The covenants are evaluated based on the subsidiary Natura Cosméticos’ balances in the years as shown in the table below.

These clauses establish financial indicators resulting from division of Net Debt for covenants purpose (which not considers the effects of lease liabilities and effects of derivative instruments of mark-to-market), less cash and cash equivalents and short-term investments by EBITDA (which excludes the effects of lease liabilities, in accordance with rule IFRS 16/CPC 06 (R2)) in the last 12 months, which must be equal to or lower than the number established:

Natura Cosméticos Debenture Covenants  

The deed of the ninth issue of debentures provides for a leverage limit of 3.00x. The deeds of the tenth issue of debentures require, with regard to the financial covenant of leverage, limits of 3.00x until June 30, 2022 and 3.50x from the measurement of December 31, 2022 to maturity.

Natura Cosméticos Covenants Bonds

The Company, due to issue of bonds abroad, also has limitations such as: (i) declaring or paying dividends or making any other distribution on its equity interest; (ii) repurchasing Natura shares; (iii) writing off subordinated debt; or (iv) making minority investments, unless: (i) no event of default has occurred; (ii) Natura incurs at least US$1.00 of Debt without prejudice to the measurement of the Net Debt/EBITDA (leverage) index; and (iii) the aggregate value of restricted payments made from the original date of issue of the Notes does not exceed a percentage of Natura Cosméticos’ accumulated net income according to its leverage indicator, among other obligations.

Avon Notes Covenants

The notes governing Avon’s contain customary covenants, default provisions and change in control provisions, among others. In July and September 2019, Avon’s bondholder consents for the 5% Notes and the 6.95% Notes, respectively, were obtained to amend the definition of "change of control" to permit the acquisition of Avon by Natura. No amortization of notes was triggered by the Transaction with Natura &Co.

As of December 31, 2021 and 2020, the Company was in compliance with the covenants related to the financing agreements, including the financial covenants.

Refer to item 10.1 (d) and (e).

Income Statements

The tables in this item show a summary of the main consolidated financial information of the Company for the years indicated therein, with accompanying comments from the Officers of the Company regarding material changes occurred in such periods.

The following table sets forth the Company’s individual and consolidated financial information for the fiscal years ended December 31, 2021, 2020 and 2019.

Comparative Analysis of the Consolidated Results –Periods ended December 31, 2021/2020

Our consolidated net revenue increased by 8.8%, amounting from R$36,922.0 million for the year ended December 31, 2020 to R$40,164.7 million for the year ended December 31, 2021, mainly due to the growth in sales on the social selling and e-commerce of Natura &Co LATAM, The Body Shop International and Aesop International.

The following is a discussion of our main segments:

For the year ended December 31, 2021, the cost of sales increased by 5.91% to R$ 14,011.3 million from R$ 13,229.7 million for the year ended December 31, 2020. Cost of sales remained stable compared to net revenue, representing 34.9% of net revenue as of December 31, 2021 compared to 35.8% for December 31, 2020.

With respect to our main operating segments:

Gross Profit

As a result of the foregoing, consolidated gross profit increased by 10.39%, amounting to R$26,153.1 million for the period ended December 31, 2021 from R$ 23,692.3 million for the period ended December 31, 2020. Our consolidated gross margin, which we calculate as gross profit divided by net revenue, expressed as a percentage, reached 65.1% for the period ended December 31, 2021, compared to 64.2% for the period ended December 31, 2029. Our margin increased mainly due to integration of Avon to the results, as well as due to the positive effect of the sales margin at Natura &Co Latam.

Operating Expenses

Consolidated operating expenses increased by 9%, amounting to R$25,034.9 million for the year ended December 31, 2021, representing 62.0% of consolidated net revenue compared to R$22,902.7 million for the year ended December 31, 2020, representing 62% of net revenue primarily due to the factors listed below.

Selling, Marketing and Logistics expenses

Consolidated selling, marketing and logistics expenses increased by 8.3% to R$ 16,999.2 million for the year ended December 31, 2021, compared to R$ 15,702.8 million for the year ended December 31, 2020. This increase is aligned with the growth pattern of revenue, which increased by 8.7%, and it is primarily due to (i) the effects of Purchase Price Allocation (“PPA”) primarily in relation to amortization of intangible assets, (ii) changes in credit policies, such as: extension of payment terms for consultants, flexibility in credit conditions and increases to on-line sales commissions, marketing and sales force expenses and other sale expenses of R$8,391.8 million for the year ended December 31, 2021 (R$7,723.8 million as of December 31, 2020), (iv) the increase in the effects of the exchange rate of the conversion of our foreign operations due to the devaluation of real and expenses based on foreign currency and (v) logistics costs driven by on-line sales amounting to R$2,654.5 million for the year ended December 31, 2021 (R$2,479.2 million as of December 31, 2020). As a percentage of net revenue, selling, marketing and logistics expenses remained stable and accounted for 42.3% for the year ended December 31, 2021, compared to 42.5% for the year ended December 31, 2020. Such stability is a result of continuous investments in improvement of operating efficiency, reduction of discretionary expenses during the year with the purpose of maintaining the business profitability and liquidity.

Administrative, Research and Development, Technology and Other Project Expenses

Administrative, research and development, technology and other project expenses increased by 16.8% to R$ 6,958.8 million for the period ended December 31, 2021 from R$ 5,956.0 million for the period ended December 31, 2020. This increase of R$1,002.8 million was mainly due to (i) governmental incentives in the United Kingdom and Australia related to payroll charges in 2020, (ii) IT projects planned for year 2020 and postponed to 2021, a measure implemented to minimize the impacts of COVID-19 over the Company’s cash flow. As a percentage of net revenue, administrative, research and development, technology and other project expenses accounted for 17.3% for the year ended December 31, 2021 compared to 16.1% for the year ended December 31, 2020.

Other Operating Income (Expenses), Net

Other net operating expenses reduced to R$239.0 million for the year ended December 31, 2021, from R$516.2 million for the year ended December 31, 2020. This change was primarily due to (i) tax credits in the amount of R$ 300.2 million for the year ended December 31, 2021 (R$105.2 million in December 31, 2020); and (ii) expenses amounting to R$511.0 million related to the implementation of a transformation plan for the ended December 31, 2021 (R$256.7 million for the year ended December 31, 2020).

Income Tax and Social Contribution Expenses

Income tax and social contribution expenses increased to R$1,047.9 million for the year ended December 31, 2021, from R$274.7 million for the year ended December 31, 2020. The increase was primarily due to tax benefits identified mainly in Avon entities in Luxembourg occurred in 2021, besides the impacts of deferred amount over tax losses of Avon and amortization of passive income tax on appreciation of assets and liabilities as a result of the PPA recorded by the Company.

Net Income (Loss)

For the reasons described above, we had a net income of R$ 1,040.7 million (2.6% of net revenue) for the year ended December 31, 2021, compared to a net loss of R$ 663.7 million (1.8% of net revenue) for the year ended December 31, 2020.

Comparative Analysis of the Consolidated Results – Years ended December 31, 2020 and 2019

Our consolidated net revenue increased by 155.6%, amounting to R$36,922.0 million for the year ended December 31, 2020 from R$14,444.7 million for the year ended December 31, 2019, mainly due to the acquisition and consolidation of Avon in 2020 and the strong growth in sales on the social selling and e-commerce of Natura &Co LATAM, The Body Shop International and Aesop International.

The following is a discussion of our main segments:

For the year ended December 31, 2020, Natura &Co Holding’s cost of sales increased by 228.0%, amounting to R$13,229.7 million for the year ended December 31, 2020, from R$ 4,033.5 million for the year ended December 31, 2019. Cost of sales represented 35.8% of net revenue as compared to 27.9% as of December 31, 2019. This increase is mainly due to the consolidation of Avon’s costs in the amount of R$8,298.9 million and Avon’s gross margin, which is lower when compared to the other companies consolidated by the Company.

With respect to our main operating segments:

revenue. The increase in costs is mainly due to the acquisition of Avon.

Gross Profit

As a result of the foregoing, consolidated gross profit increased by 127.6%, amounting to R$23,692.3 million for the year ended December 31, 2020 from R$ 10,411.2 million for the year ended December 31, 2019. Our consolidated gross margin, which we calculate as gross profit divided by net revenue, expressed as a percentage, reached 64.2% for the period ended December 31, 2020, compared to 72.1% for the period ended December 31, 2019. Our margin decreased primarily due to the integration of Avon into the results, which has historically run lower gross margins than the predecessor company.

Operating Expenses

Consolidated operating expenses increased by 152.8%, amounting to R$22,902.7 million for the year ended December 31, 2020, representing 62.0% of consolidated net revenue compared to R$9,060.0 million for the year ended December 31, 2019, representing 62.7% of net revenue primarily due to the factors listed below.

Selling, Marketing and Logistics Expenses

Consolidated selling, marketing and logistics expenses increased by 145.5%, amounting to R$15,702.8 million for the year ended December 31, 2020, compared to R$6,395.6 million for the year ended December 31, 2019. This increase is aligned with the growth pattern of revenue, which increased by 8.7%, and it is primarily due to (i) the consolidation of Avon since January 3, 2020, (ii) the effects of Purchase Price Allocation (“PPA”) primarily in relation to amortization of intangible assets during 2020, (iii) measures to mitigate impacts of COVID-19, such as: extension of payment terms for consultants, flexibility in credit conditions and increases to on-line sales commissions, marketing and sales force expenses and other sale expenses of R$7,723.8 million for the year ended December 31, 2020 (R$3,164.9 million as of December 31, 2019), (iv) the increase in the effects of the exchange rate of the conversion of our foreign operations due to the devaluation of real and expenses based on foreign currency and (v) logistics costs driven by on-line sales amounting to R$2,479.2 million for the year ended December 31, 2020 (R$797.1 million as of December 31, 2019). As a percentage of net revenue, selling, marketing and logistics expenses represented 42.5% for the year ended December 31, 2020, compared to 44.3% for the year ended December 31, 2019. This decrease is a result of continued investments in improving operational efficiency, the reduction of discretionary expenses during the second and third quarters to mitigate the impact of COVID-19 on the profitability and liquidity of the business, and the government benefits obtained by The Body Shop and Aesop specially in certain markets in the second and third quarters of 2020.

Administrative, Research and Development, Technology and Other Project Expenses

Administrative, research and development, technology and other project expenses increased by 147.6%, amounting to R$5,956.0 million for the period ended December 31, 2020 from R$2,405.6 million for the period ended December 31, 2019. This increase of R$3,550.4 million was primarily due to the acquisition of Avon in January 2020, including the effects of amortization of PPA, which were partially offset by measures implemented to minimize the COVID-19 impacts. As a percentage of net revenue, administrative, research and development, technology and other project expenses amounted to 16.1% for the year ended December 31, 2020 compared to 16.7% for the year ended December 31, 2019.

Other Operating Income (Expenses), Net

Other operating expenses, net, increased to R$516.2 million for the year ended December 31, 2020, from R$49.3 million for the year ended December 31, 2019. This change was primarily due to (i) acquisition costs related to the Avon´s acquisition, amounting to R$303.9 million for the year ended December 31, 2020 (R$ 141.3 million in December 31, 2019) and; (ii) expenses amounting to R$256.7 million related to the implementation of a transformation plan for the year ended December 31, 2020 (R$51.5 million for the year ended December 31, 2019). The increase on expenses was partially offset by tax credits in the amount of R$105,2 million as of December 31, 2020 (R$116,7 million for as of December 31, 2019).

Net Financial Result

Net finance expenses amounted to R$1,035.4 million for the year ended December 31, 2020, compared to R$840.1 million for the year ended December 31, 2019, mainly due to the consolidation, from 2020, of interest expenses on Avon’s debts, partially offset by lower interest rates in Brazil, and by gains related to the amortization of step up related to debts recorded as a result of the PPA.

Income Tax and Social Contribution Expenses

Income tax and social contribution expenses increased to R$274.7 million for the year ended December 31, 2020, from R$149.1 million for the year ended December 31, 2019. The increase is mainly related to the entity Natura Cosméticos and its sales performance in 2020, when compared to 2019, as well as the consolidation of Avon’s results since January 3, 2020. The increase was partially offset by the recognition of deferred income tax assets on losses carried forward by Avon and the amortization of tax liabilities on set ups on assets and liabilities recognized as a result of the PPA recorded by the Company.

Net Income (Loss)

For the reasons described above, we had a net loss of R$663.7 million (1.8% of net revenue) for the year ended December 31, 2020, compared to a net income of R$155.4 million (1.1% of net revenue) for the year ended December 31, 2019.