NATURA &CO HOLDING S.A.
INFORMATION DISCLOSURE AND
SECURITIES TRADING POLICY
1. Purposes
1.1. This Information Disclosure and Securities Trading Policy of Natura &Co Holding S.A. (“Policy” and “Company”, respectively), created in accordance with the rules of the CVM, has the following purposes: (i) establish the procedures related to the disclosure of Material Facts; and (ii) establish good conduct standards that shall be observed by Covered Persons; (iii) ensure compliance with the laws and rules that forbid the practice of Insider Trading; and (iv) establish the rules and guidelines that must be observed by the Company’s IRO, by the Disclosure Committee and by the other Covered Persons in order to ensure the observance of the best practices for the trading of Securities and to maintain secrecy of Material Non-Public Information (Privileged Information).
2. Coverage
2.1. This Policy applies to Covered Persons and Close Relatives, even if they have not expressly adhered to this Policy by signing the Term of Adhesion. This Policy is also applicable to any Subsidiary registered as a publicly-held company, unless such company has its own policy.
3. References
3.1. This Policy uses as reference: (i) the corporate governance rules provided by the Company’s Bylaws; (ii) the Resolution 44; (iii) the Corporation Law; (iv) the Brazilian Corporate Governance Code – Publicly-Held Companies; (v) the Novo Mercado Regulation; and (vi) the SEC regulations.
4. Definitions
4.1. The following capitalized terms shall be interpreted according to their corresponding meaning, as indicated below:
“Audit Committee” is the statutory Audit, Risk Management and Finance Committee of the Company.
“Authorized Officer” means any of the following persons: (1) the Chief Executive Officer; (2) the Chief Financial Vice-President Officer; (3) the Legal and Compliance Vice-President Officer; (4) the IRO; and (5) any other person appointed by the Disclosure Committee.
“B3” is B3 S.A. – Brasil, Bolsa, Balcão, the stock exchange in which the Company’s Shares are admitted for trading in Brazil.
“Board of Directors” means the board of directors of the Company.
“Board of Executive Officers” means the Company’s statutory Board of Executive Officers.
“Close Relatives” are persons who are related to Company´s members of the Board of Directors, members of the Board of Executive Officers, the Controlling Shareholders, Fiscal Council members and members of statutory committees, as follows: (i) the spouse, of whom he/she is not separated, whether on judicial or extrajudicial basis; the domestic partner; (ii) any dependents included in their annual income tax return; and (iii) the companies directly or indirectly controlled by the Controlling Shareholders, members of the Board of Directors and of the Board of Executive Officers, , statutory committees members and Fiscal Council members or the persons listed in items (i) and (ii) above.
“Committees” are any statutory or non-statutory advisory committees of the Company’s Board of Directors.
“Company” is Natura &Co Holding S.A.
“Controlling Shareholder” is the shareholder or group of shareholders connected by means of a shareholders’ agreement or under common control who: (i) hold direct or indirect partner’s rights that secure them, on a permanent basis, the majority of the votes upon resolutions of the general meetings and the power to elect the majority of the Company’s members of the Board of Directors and of the Board of Executive Officers; (ii) and that effectively uses their power to direct corporate activities and guide the operation of the Company's bodies, pursuant to the Corporation Law.
“Corporation Law” means Law No. 6,404, of December 15, 1976, as amended.
“Covered Persons” the Company, the Company´s Controlling Shareholders, members of the Board of Directors and of the Board of Executive Officers, members of the Fiscal Council and other statutory or non-statutory committees of the Board of Directors as well as members of any bodies of the Company with technical or advisory duties created by statutory provision or by any person who, due to their title, role or position at the Company or its Subsidiaries, may have knowledge of Privileged Information regarding the Company and its Subsidiaries, as well as those who have permanent or occasional access to Privileged Information and who have a commercial, professional or trustworthy relationship with the Controlling Shareholders of the Company and its Subsidiaries, such as independent auditors, research analysts, consultants, member institutions of the distribution system and other persons appointed by the IRO, at his sole discretion, who may become aware of Material Fact or Privileged Information regarding the Company and its Subsidiaries.
“CVM” is the Securities Commission of Brazil.
“CVM Resolution 44” is the CVM Resolution No. 44, dated August 23, 2021.
“Disclosure Committee” is the Company’s disclosure committee, as defined in the section 7 of this Policy.
“Fiscal Council” means the fiscal council of the Company, when there is one, elected by resolution of the general meeting.
“Fiscal Council Members” are the sitting and alternate members of the Company’s Fiscal Council, when installed.
“Insider Trading” is the crime of improper use of privileged information, which consists of using relevant information that the offender is aware of, not yet disclosed to the market, that is capable of providing, for himself/herself or others, an undue advantage, through trading of securities, in his/her own name or on behalf of third parties.
“Investment Plan” is an individual investment or divestment plan, in compliance with article 15 of CVM Resolution 44 formalized by a Covered Person or by one who has a relationship with the Company and or its Subsidiaries that makes him/her potentially subject to the Insider Trading presumptions mentioned in § 1 of article 13 of CVM Resolution 44.
“IRO” is the Company’s statutory Investor Relations Officer.
“Market Entities” means B3, NYSE or any stock exchange or over-the-counter market entities, in Brazil or abroad, wherein the Securities issued by the Company are or become accepted for trading.
“Material Fact” is any decision by the Controlling Shareholders, resolution of the general meeting or the Company’s management bodies, or any other act or fact of a political-administrative, technical, business or economic-financial nature, which has occurred or is related to the Company’s business, which may considerably influence the (a) quotation of the Securities issued by the Company or referenced to them, or (b) investor’s decision to buy, sell or maintain such Securities, or (c) decision of investors to exercise any rights inherent to the condition of holder of Securities issued by the Company or referenced to them.
“Material Non-Public Information” or “Privileged Information” is any information on a Material Fact that is yet to be disclosed to the Regulators, the Market Entities, and the market in general.
“Material Trading” shall mean the Trade or set of Trades whereby the direct or indirect ownership interest of the direct or indirect Controlling Shareholders and the shareholders who elected members of the Board of Directors or of the Fiscal Council, as well as any natural or legal person, or group of persons, acting together or representing a same interest, exceed, up or down, the thresholds of 5%, 10%, 15% and so forth, of the type or class of Shares.
“Novo Mercado Regulation” means the B3's Novo Mercado listing segment regulation.
“NYSE” means the New York Stock Exchange, the stock exchange in which the Company’s American Depositary Shares evidencing the Company’s Shares are admitted for trading in the United States.
“Officer” is any member of the Company’s statutory Board of Executive Officers.
“Policy” is this Information Disclosure and Securities Trading Policy.
“Privileged Information” or “Material Non-Public Information” is any information on a Material Fact that is yet to be disclosed to the Regulators, the Market Entities, and the market in general.
“Regulators” means the CVM and the SEC.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities” are any assets issued by the Company or referenced thereto that, by legal definition, are considered securities, including shares, debentures, subscription warrants, receipts and subscription rights, promissory notes, stock options, indexes, and derivatives of any kind, or also any securities or collective investment agreements issued by the Company or referenced to them.
“Shares” are the shares issued by the Company.
“Standard Form” is the individual form that Company´s Controlling Shareholders, members of the Board of Directors, members of the Board of Executive Officers, members of the Fiscal Council and the statutory committees shall complete to report monthly their trading in Securities, pursuant to article 11 of CVM Resolution 44, in accordance with the model as of Exhibit II.
“Subsidiaries” are the companies direct or indirectly controlled by the Company.
“Term of Adhesion” is the term of adhesion related to this Policy, which shall be signed in accordance with the term referred in the Exhibit I, in compliance with article 17, paragraph 1, of CVM Resolution 44.
“Trading” is the act of buying, selling and/or lending of Securities.
“Restricted Period” is any period in which the trading of Securities issued by the Company is forbidden by regulatory determination or by resolution of the IRO.
5. Guidelines
5.1. This Policy is based on the following principles and objectives:
(a) to consolidate good corporate governance practices and provide guidance to the Covered Persons in order to ensure the observance of the best practices for the Trading of Securities and to maintain secrecy of Material Non-Public Information (Privileged Information);
(b) to provide appropriate information to the shareholders and the Regulators and Market Entities;
(c) to ensure full and timely disclosure of Material Facts, as well as ensure their confidentiality until they are disclosed; and
(d) to cooperate with the transparency and development of the capital markets.
6. Responsibilities of the Covered Persons and the IRO
6.1. Covered Persons are responsible for:
(a) observing and complying with this Policy, as well as the applicable legislation;
(b) whenever necessary, consulting the IRO regarding situations of conflict with this Policy, as well report to the IRO situations where he or she understands to be necessary to disclose a Material Fact immediately, in the case information becomes public or if there is an atypical fluctuation in quotation, price or volume of Securities;
(c) maintaining the IRO fully informed regarding the development of business and significant events of the Company and its Subsidiaries, which may be deemed Material Facts; and
(d) communicating the terms of this Policy to their Close Relatives and to ensure compliance by them to the best of their ability.
6.2. The IRO shall be responsible, without prejudice to the other powers and duties set out in this Policy and the support provided by the Disclosure Committee, for:
(a) disclosing and informing the Regulators and Market Entities, as soon as possible, after their awareness and analysis, any Material Fact occurred or related to the Company and/or its Subsidiaries;
(b) disclosing to the Regulators and Market Entities, any notice to the market, in situations which the IRO, together with the Disclosure Committee, deems necessary;
(c) ensuring the full and immediate dissemination of the Material Fact simultaneously in all markets in which the Securities are admitted for trading;
(d) providing to the relevant bodies, when duly requested, additional clarifications to the disclosure of the Material Fact or notice to the market; and
(e) responding to questions concerning this Policy or reports related to the situations described herein.
7. Disclosure Committee
7.1. The Company shall have a Disclosure Committee, responsible for advising and providing recommendations to the IRO regarding the treatment to be given to any information submitted thereto for analysis and its need to be disclosed to the public.
7.2. The Disclosure Committee shall be composed of at least four (4) members, with one of them being the IRO, who shall preside over the Committee, the Company’s Vice President of Legal and Compliance, the Company´s Chief Financial Officer and the Company’s Vice President of External Communications, being optional the participation of other Company’s and/or its Subsidiaries’ executives, convened by the any of the Disclosure Committee members. In the event of temporary absence of any member of the Disclosure Committee, he/she may be replaced at the Disclosure Committee by another person expressly appointed thereby. In the event of vacancy in the position of member of the Disclosure Committee, the substitute will be appointed by the remaining members to serve until a new member is appointed by the Board of Directors.
7.2.1. The Disclosure Committee may appoint external advisors to assist it in the performance of its duties and responsibilities.
7.3. The decision of the IRO on the materiality of the information in the concrete case, its classification as a Material Fact or the convenience of its disclosure by means of notice to the market, shall take into account the context and size of the Company’s and/or its Subsidiaries’ businesses. After this preliminary assessment, and when needed, will count on the analysis and recommendation of the Disclosure Committee, which may seek guidance from other areas of the Company and/or its Subsidiaries or external entities (auditors, lawyers or other external consultants).
7.4. The Disclosure Committee is responsible for:
(a) assisting in the management of the Policy, resolving upon queries on the interpretation of its text, reviewing it periodically and ensure its compliance;
(b) discussing and preparing non-binding recommendation to the IRO regarding the disclosure or maintenance of secrecy of Material Facts and notices to the market, as the case may be, and according to the criteria defined in this Policy, rendering an opinion, if applicable, on the form and content of the disclosure to the capital market agents;
(c) reviewing and approving in advance the disclosure of Material Fact announcements and notices to the market, earnings releases and other related communications pertaining to the earnings releases, without prejudice of the IRO individual legal authority and responsibility to disclose Material Facts whenever necessary;
(d) analyzing any rumors and speculations in the market regarding the Company and/or its Subsidiaries and rendering an opinion on the pertinence and form of official statement and/or disclosure of Material Fact or notice to the market, taking into account if any such rumors and speculations may characterize the indication of leakage of Material Non-Public Information;
(e) assisting in the monitoring of the quotation of the Securities to check any atypical fluctuation or leakage and enabling the timely taking of measures to duly inform to the market;
(f) analyzing official requests made by the Regulators and Market Entities an assisting the preparation of responses from the Company and/or the IRO; and
(g) oversighting Investment Plans and Trades by Covered Persons during Restricted Periods.
8. Information Disclosure Policy
8.1. Disclosure Procedures
8.1.1. The disclosure and immediate communication of a Material Fact to the Regulators and Market Entities, as well as the adoption of other procedures established herein are the responsibility of the IRO, in accordance with the terms below:
(a) the disclosure shall be made simultaneously to the Regulators and Market Entities, preferably after the closing of trading in all countries where the Securities at the Market Entities are traded or, if disclosure is necessary before the opening of the trading session, it shall be done at least 1 (one) hour in advance of the beginning of trading of the Securities in the Market Entities, without prejudice to the provisions of item (b) below. Since the Securities are simultaneously traded in Brazilian and foreign Market Entities, the disclosure shall be made, as a general rule, either prior or after the end of trading in all countries, and, in case of incompatibility, the operation times of the Brazilian market shall prevail;
(b) in exceptional cases, in which it is absolutely necessary to disclose a Material Fact during the trading of Securities on B3, the IRO shall contact the B3 prior to the effective disclosure of the Material Fact, which may suspend the trading of Securities, pursuant to the applicable regulations. If it is necessary to disclose a Material Fact during the trading of securities issued by the Company in Market Entities other than the B3, the procedure adopted by such Market Entities will apply, given that, in case of incompatibility, the B3 applicable regulation shall prevail;
(c) the disclosure shall be made in a clear and precise manner, in an accessible language to the investing public, through the portal with the Internet page used by the Company (as disclosed in its Registration Form) and on the website of investor relations of the Company: https://ri.naturaeco.com/en/; and
(d) an English version of the Material Fact shall also be disclosed to the SEC on Form 6-K.
8.1.2. Those Covered Persons who have access to information regarding Material Facts shall be responsible for communicating such information to the IRO and shall verify if, after the communication, the IRO has taken the measures set out in this Policy and in the applicable legislation, in relation to the disclosure of such information.
8.1.3. If any Covered Persons verifies the omission of the IRO in complying with his/her duty of communication and disclosure, even in case of leakage or atypical fluctuation, such Covered Person shall communicate the Material Fact immediately to the CVM.
8.1.4. Whenever the Regulators or Market Entities require from the IRO additional clarifications to the communication and disclosure of the Material Fact, or if there is an atypical fluctuation in the quotation or trading volume of the Securities issued by the Company or referenced to them, the IRO shall inquire the persons with access to information on the Material Fact, to verify whether such persons have knowledge of the information that must be disclosed to the market.
8.1.5. The Covered Persons who may be inquired, as set out in this section, shall immediately respond to the request made by the IRO. If it is not possible to contact the IRO on the same day the Covered Persons become aware of the Regulators or Market Entities requirements, such Covered Persons shall send an email with the information and clarifications to ri@natura.net.
8.2. Disclosure Exceptions
8.2.1. Exceptionally, the Material Facts may not be disclosed if the Controlling Shareholders or the members of the Board of Directors and the Board of Executive Officers of the Company understand that their disclosure will put the Company’s lawful interest at risk. In such cases, the procedures set out in this Policy shall be adopted to ensure the confidentiality of such Material Fact.
8.2.2. In case the Material Fact is related to transactions that directly and/or only involve any of the Controlling Shareholders, they shall inform the IRO and exceptionally they may instruct the IRO not to disclose the Material Fact, exposing the reasons for which they consider that the disclosure would put the Company’s lawful interest at risk. In such cases, the procedures set out in this Policy shall be adopted to ensure the confidentiality of such Material Fact.
8.2.3. The Company´s Controlling Shareholders or members of the Board of Directors and of the Board of Executive Officers of the Company shall be required, either directly or through the IRO, to immediately disclose the Material Fact, in any of the following cases:
(a) the information has become known by third parties not related to the Company and to the potential business that characterizes the Material Fact, without being connected with the Company;
(b) there are concrete indications and substantiated concern that a violation of the confidentiality of a Material Fact has occurred; or
(c) there is atypical fluctuation in the quotation, price or trade volume of the Securities or referenced to them.
8.2.4. If the IRO does not take the necessary measures for the immediate disclosure mentioned in this section, it shall be incumbent, as the case may be, on the Controlling Shareholders or the Board of Directors, to adopt such due measures.
8.2.5. The IRO shall always be informed of the Material Fact maintained under secrecy and it is its responsibility, along with the other persons aware of such information, to ensure the adoption of appropriate procedures to ensure confidentiality.
8.2.5.1. Whenever there is doubt regarding the legitimacy of the non-disclosure of information, by those who have knowledge of the Material Fact maintained under secrecy, the matter may be presented to the CVM, in a confidential manner, as set out in the applicable rules.
8.3. Secrecy Preservation Procedures
8.3.1. Covered Persons shall maintain secrecy of the information related to Material Facts, to which they have privileged access due to their title, position or duty held until its actual disclosure to the market and ensure that trusted subordinates and third parties also do so, being jointly and severally liable, in case of non-compliance.
8.3.2. The procedures below shall also be observed:
(a) involve only persons deemed necessary for actions that may result in Material Facts;
(b) not to discuss confidential information in the presence of third parties that are not aware of them, even if it is expected that such third parties are not able to perceive the meaning of the conversation;
(c) not to discuss confidential information on conference calls in which there is no certainty of who the participants are;
(d) take the necessary and appropriate measures to maintain the confidentiality of the documents, in physical or electronic format, which contain confidential information (security, protection through password etc.);
(e) shall not comment on rumors. When questioned about any activity or rumor involving the Company and/or its Subsidiaries which may be considered a Material Fact, shall direct such questions to the IR Department through the e-mail ri@natura.net; and
(f) without prejudice to the responsibility of the party that is transmitting confidential information, demanding from a third party who does not belong to the Company and/or its Subsidiaries and needs access to confidential information, the execution of an instrument of confidentiality, wherein the nature of the information must be specified and shall contain the declaration that the third party acknowledges its confidential nature, committing not to disclose to any other person, nor Trading in Securities, prior to the disclosure of the information to the market.
8.3.3. When the confidential information is required to be disclosed to the Company’s employees or other people with a role or position in the Company or its Subsidiaries and the Controlling Shareholders, except a Manager, Fiscal Council members, or any members of the Company´s statutory or non-statutory committees to the Board of Directors, or any of the Companies’ bodies with technical or advisory duties created by statutory provision, the person in charge of the transmission of such confidential information shall ensure the person who will receive the confidential information has knowledge of the provisions included in this Policy.
8.4. Selective Disclosure Procedures
8.4.1 All disclosures of speeches, interviews or conferences materials in which the Authorized Directors will attend as spokespersons and in which financial results of the Company and its Subsidiaries are of particular relevance, must be reviewed and approved in advance by the Disclosure Committee.
8.4.2. Responding to Calls or Questions. Authorized Officers may engage in contacts with third parties without the prior approval of the Disclosure Committee only to provide publicly disclosed or immaterial background information. “One-on-one” meetings may only be conducted by two or more Authorized Officers after pre-clearance from the Disclosure Committee.
8.4.3. Communications with Agents of the Financial and Securities Markets: Only Authorized Officers and other personnel that the Disclosure Committee approves, are permitted to communicate with agents of the financial and securities markets when discussing the Company´s financial results and strategic initiatives.
8.4.4. Unintentional Selective Disclosures. If any member of the Disclosure Committee is informed of a possible unintentional disclosure of Material Non-Public Information about the Company to a third party, he or she will determine, in consultation with the IRO or the Disclosure Committee as appropriate, whether to make public disclosure of the Material Non-Public Information, in accordance with this Policy and applicable regulation.
8.4.4.1. Any Covered Person who is aware of an unintentional disclosure of Material Non-Public Information about the Company to a third party must immediately inform the occurrence to the Disclosure Committee by sending an e-mail to the address comitededivulgacao@natura.net so that the IRO and the remaining members of the Disclosure Committee may take the appropriate measures.
8.4.5. Providing of “Non-Public Guidance” regarding Performance or Results. This Policy prohibits the providing of non-public guidance regarding previously unreported performance or results, whether direct, indirect, explicit or implied, to third parties, unless such guidance is specifically approved by the Disclosure Committee. Even implicit confirmation that the Company is, or remains, comfortable with analysts’ consensus on earnings or other components of the Company’s expected performance or results may be a violation of this Policy, unless (i) a simultaneous public disclosure is made and (ii) the form and contents of the public disclosure is previously approved by the Disclosure Committee.
8.4.6. No Responding to Market Rumors. Authorized Officers shall generally respond to market rumors by saying, “It is the policy of the Company not to comment on market rumors or speculation.” Should a Regulator or Market Entity request the Company to make a formal statement in response to a market rumor that is causing significant volatility in the Company’s Shares, or in extraordinary circumstances, the Disclosure Committee will consider the matter and make a recommendation to the IRO on whether to make an exception to this provision. The IRO shall have the ultimate decision on the matter, in compliance with its statutory duties.
8.4.7. Reviewing Analyst Reports and Similar Materials. As a general policy analyst reports or similar materials will not be reviewed or commented. No Manager, executive or employee of the Company or its Subsidiaries may review or comment upon any analyst reports and similar materials published by third parties without the approval of the Disclosure Committee. In the event of any such approved review or comment on analyst reports or similar materials, the Company’s general policy with respect to any such review or comment shall be as follows:
(a) two or more approved persons shall participate in such review or comment; and
(b) such reviewers shall only comment on information contained in the reports or other materials to the extent that such information is immaterial or is factually incorrect. Reviewers may direct the third party to publicly available information about the Company.
8.4.8. Quarterly Earnings Releases and Related Conference Calls. The Company will issue a press release disclosing its quarterly results for each quarter of its fiscal year. These press releases will be disseminated through widely circulated news and wire services and also filed with the Regulators and Market Entities prior to the beginning of the conference call. The form and substance of each press release will be approved prior to release in accordance with procedures separately developed for that purpose, including the Company’s disclosure controls and procedures.
8.4.8.1. The Company will conduct a public conference call following each such earnings release. The Company will provide advance public notice in the earnings release of each scheduled conference call to discuss the announced results, giving the time and the date of the conference call, and instructions on how to access the call. The conference call will be held in an open manner, permitting interested persons to listen in by telephone and/or through Internet webcasting. The members of the Board of Directors and the Board of Executive Officers of the Company may allow a limited group to ask questions on the conference call, so long as all listeners can hear the questions and answers.
8.4.9. Providing Information to Rating Agencies. All proposed disclosures of Material Non-Publica Information to credit rating agencies should be subject to a confidentiality agreement.
8.5. Corporate Events Calendar
8.5.1. The Company will disclose by December 10 of each year, its annual corporate events calendar for the subsequent year.
8.6. Quiet Period
8.6.1. In line with the best market practices, the Company will abstain from engaging in contacts with investors, analysts or other agents of the financial and securities markets or participating in speeches, interviews or conferences in forums where such third parties may be in attendance in the period of 30 (thirty) days prior to the disclosure of quarterly and annual financial statements of the Company.
9. Securities Trading Policy
9.1. Purpose and Scope
9.1.1. The purpose of this trading policy is to prevent Insider Trading and set out the guidelines that will govern, in an orderly manner and within the limits established by law, the Trading of Securities, pursuant to CVM Resolution 44.
9.1.2. The rules of this trading policy define periods in which the Covered Persons must refrain from trading with Securities, in order to avoid allegations of the improper use of Privileged Information.
9.1.3. Covered Persons must ensure that the rules of this trading policy are complied with by subordinates and people they trust, including Close Relatives.
9.1.4. For purposes of this trading policy, any Trading carried out by investment funds, the quota holders of which are the persons mentioned in the clause above, shall not be deemed an indirect Trading, provided that: (i) the investment funds are not exclusive; and (ii) the trading decisions made by the fund’s manager or investment funds manager cannot, in any way, be influenced by its quota holders.
9.2. Trading Prohibition
9.2.1. The IRO will determine the Restricted Period prior to the disclosure to the public of a Material Fact and the quarterly disclosure of results, as well as in all other cases in which he/she understands that there may be questioning of the use of Privileged Information in the trading of the Shares by the Covered Persons. The IRO, as administrator of the Policy, is not obliged to justify the decision to determine the Restricted Period, which will be treated confidentially by its recipients.
9.2.2. The communication of the Restricted Period will be carried out by the employees of the IR Department by means of e-mail to the Covered Persons.
9.2.3. During the Restricted Period, the Company and the Covered Persons shall refrain from trading their Securities. The Covered Persons must also ensure that third parties they trust, including Close Relatives, do not trade Securities during the Restricted Period.
9.2.4. The Restricted Periods must be observed by the Covered Persons until the Material Fact is disclosed. However, such prohibitions must be maintained, even after the disclosure of the Material Fact, in the event that any Trading in Securities by the Covered Persons may interfere, to the detriment or in favor of the Company or its shareholders, with the act or fact associated with the Material Fact. In such event, the IRO will issue an internal notice informing the Restricted Period.
9.2.5. Covered Persons in possession of Privileged Information who step away from positions in the Company's management prior to the disclosure of a Material Fact originating during their management period will not be able to trade in Securities until, the earlier of (i) the end of the period of 3 (three) months from the date of removal; or (ii) the disclosure to the Regulators and Market Entities of the Material Fact, unless trading with the Securities, after the disclosure of the Material Fact, may interfere with the conditions of said business, to the detriment or in favor of the shareholders of Company or its own, in which case the restriction will prevail until communication by the IRO.
9.2.6. Among the alternatives mentioned above, the event that occurs first for the purpose of ending the Restricted Period will always prevail.
9.2.7. The Restricted Period does not apply to the subscription or purchase of Shares by virtue of the exercise of options or restricted shares granted in the form of a share-based remuneration or incentive program, but the Covered Persons may not dispose of the acquired Shares during the Restricted Period.
9.3. Restricted Period
9.3.1. Covered Persons shall not trade Company’ Securities, regardless of the determination of the IRO in this regard:
(a) in the period of 15 (fifteen) days prior to the disclosure or publication, as the case may be, of: (i) quarterly accounting information of the Company; (ii) annual financial statements of the Company, being the trading of Securities prohibited until the filing date of the quarterly accounting information or annual financial statements and (iii) any advance disclosure of the financial information mentioned in the items (i) or (ii) of this item.
(b) from the moment they have access to information that studies or analyzes have been started on: (i) merger, total or partial spin-off, amalgamation or transformation transactions, or any form of corporate reorganization or business combination, change in the Company's control, including through the execution, amendment or termination of a shareholders' agreement, decision to promote the cancellation of the Company’s registration or change in the trading segment of the shares issued by it; (ii) request for judicial or extrajudicial recovery and bankruptcy made by the Company itself.
9.3.2. The prohibition dealt with in item 9.3.1(a) is independent of the assessment as to the existence of material information pending disclosure or the intention in relation to trading.
9.3.3. The counting of the period referred to in items 9.3.1(a) must be done excluding the day of disclosure, however trading with securities can only be carried out on that day after said disclosure.
9.3.4. The Restricted Period does not apply to: (i) Trades involving fixed-income securities, when carried out through transactions with combined repurchase commitments by the seller and resale by the buyer, for settlement on a pre-established date, prior to or equal to the maturity of the securities subject to the transaction, carried out with predefined profitability or remuneration parameters; and (ii) transactions intended to fulfill obligations assumed before the beginning of the prohibition period arising from borrowings of securities, exercise of call or put options by third parties and forward purchase and sale contracts.
9.3.5. Covered Persons are also prohibited from trading in Securities, if they are aware of the existence of a Privileged Information, even if a Restricted Period has not been imposed to them.
9.3.6. In addition to the Restricted Periods determined by the applicable laws and regulations, the IRO may decide on the imposition of a Restricted Period. In such case, the IRO shall clearly point out to the Covered Persons the start and end of effectiveness of such additional Restricted Periods.
9.3.7. The IRO is not required to inform the reasons for determining the Restricted Period.
9.3.8. In all cases, Covered Persons shall keep confidentiality the reason to determination of the Restricted Period decided by the IRO.
9.4. Investment Plans
9.4.1. Covered Persons (or by one who has a relationship with the Company that makes him/her person potentially subject to the presumptions mentioned in paragraph 1st of article 13 of CVM Resolution 44, including but not limited to Close Relatives) may request filing with the Company of Investment Plans regulating their Trades with Securities. The department in control of the Investment Plans will be determined by the Disclosure Committee.
9.4.2. The Investment Plan may allow the Trading of Securities during Restricted Periods, provided that:
(a) is formalized in writing before the IRO prior to any Trading;
(b) be verifiable, including with respect to its institution and any change in its content;
(c) establish, irrevocable and irreversibly, the dates or events or quantities of the Trades to be carried out by the participants; and
(d) provides for a minimum period of 3 (three) months for the plan itself, its eventual modifications and cancellation to take effect.
9.4.3. The Investment Plan may allow the Trading of Securities during Restricted Periods referred to item 9.3.1, provided that the provisions of item 9.4.2 are observed cumulatively and:
(a) the Company, through the Disclosure Committee, has implemented a procedure regulating the use of Investment Plans;
(b) has approved a calendar setting specific dates for disclosure of quarterly accounting information and annual financial statements; and
(c) oblige its participant to revert to the Company any avoided losses or potential gains earned in Trades with Securities, resulting from any change in the disclosure dates of the quarterly accounting information and annual financial statements, determined by reasonable criteria defined in the Investment Plan itself.
9.4.4. Participants in Investment Plans are prohibited from:
(a) maintaining more than one Investment Plan in force at the same time; and
(b) carrying out any transactions that nullify or mitigate the economic effects of the Trades to be determined by the Investment Plan.
9.4.5. The Disclosure Committee will maintain a procedure regulating the use of Investment Plans and shall adopt mechanisms that will ensure: (i) the confidentiality of the Investment Plans; and (ii) proof, before third parties, including the Regulators and Market Entities, of the date of presentation and filing of each plan.
9.4.6. The Audit Committee shall verify, at least every six months, the adherence of the Trades carried out by the Covered Persons to the Investment Plans formalized by them.
9.5. Treasury Trades
9.5.1. The Company shall not Trade its own Securities during Restricted Periods, being allowed, however, the issuance of new shares and/or the transfer of treasury shares as a result of the exercise and/or vesting of share-based remuneration or incentive programs.
9.6. Information Disclosure on Trades carried out by members of the Board of Directors, the Board of Executive Officers, Fiscal Council members and members of statutory committees of the Company
9.6.1. The Company´s Controlling Shareholders, members of the Board of Directors and of the Board of Executive Officers, Fiscal Council members and members of statutory committees shall inform the Company of the ownership of Securities issued by the Company, its parent companies or subsidiaries, in the latter two cases, provided that they are publicly-held companies (including derivatives or other securities referenced in such securities) held by them or by any Close Relative, as well as any Trades carried out with such Securities, pursuant to article 11 of CVM Resolution 44. In the case of Controlling Shareholders, the communication shall also cover the direct or indirect ownership interests held by them and the persons related to them, for the purposes of the provisions of article 30 of B3's Novo Mercado Regulation.
9.6.2. For purposes of this section, any investment, redemption and trading of investment fund quotas the regulation of which sets out that their share portfolio is exclusively composed of shares issued by the Company, its Subsidiaries and holding companies, shall be held equivalent to a Trade with Securities issued by the Company, its Subsidiaries and holding companies, if any, provided that they are publicly held companies.
9.6.3. The communication required in item 9.6.1 shall be made in compliance with the standard form, as per Exhibit II, which shall be submitted by the IRO, and shall be sent via email to the IRO, (a) on the first business days after investiture in the position; and (b) within a term of 5 (five) days after each trading of Securities, to the following e-mail address: ri@natura.net.
9.6.4. When the first communication is made, the persons mentioned in item 9.6.1 shall present a list containing the name and tax ID number (or similar tracking number in case of nonexistence of a CNPJ or CPF) of the Close Relatives.
9.6.5. The persons mentioned in item 9.6.1 shall inform the Company of any changes in the information in the list of the Close Relatives.
9.6.6. The Investor Relations Department shall also send a monthly email, requesting that the members of the Board of Directors, the Board of Executive Officers, the Fiscal Council members and members of the Company’s statutory committees fill out and return a standard form to the IRO, with information on the initial position, Securities transactions carried out and end balance of the previous month, for purposes of compulsory disclosure of information to the CVM and B3 on the 10th (tenth) day of the subsequent month.
9.6.2. The Standard Form has the purpose of, among other mechanisms, enabling the monitoring, by the IRO, of the trades carried out.
9.7. Disclosure of Amendments to the Material Corporate Ownership
9.7.1. Direct or indirect Controlling Shareholders and shareholders who elect members of the Board of Directors or the Fiscal Council, as well as any natural or legal person, or group of persons, acting together or representing the same interest, shall notify the Company immediately after carrying out a Material Trading, pursuant to article 12 of CVM Resolution 44.
9.7.2. The notification provided for in item 9.7.1 above, shall include all the information required in accordance with article 12 of CVM Resolution 44, including (a) the number of shares, other securities and derivative financial instruments referenced in such Shares, specifying the quantity, the class and type of stocks referenced; (b) objective of the participation and target quantity, containing, if applicable (and with the exception of item 9.7.3 below), a declaration that the trading was not intended to change the composition of the Company's control or administrative structure; (c) name and qualification, indicating the CNPJ and/or CPF registration number, as applicable, of the parties involved in the Material Trading; (d) information on any agreement or agreement governing the exercise of the voting rights or the purchase and sale of securities issued by the Company; and (e) if the shareholder is resident or domiciled abroad, the name or corporate name and the CPF/CNPJ registration number of his representative or legal representative in the country.
9.7.3. The obligations set out in the items above also extend to the acquisition of any rights over the shares and other Securities issued by the Company, as well as the execution of any derivative financial instruments referenced in Shares, even if without provision of physical settlement, with due regard to the rules set out in article 12, paragraph 3, of CVM Resolution 44, which sets out the form of calculation of derivative financial instruments for purposes of verifying the thresholds indicated in the definition of the term “Material Trading”.
9.7.4. If the aforementioned increases in the corporate ownership or in the voting rights of the Company seek to conduct or lead to a change in the control or administrative structure of the Company, as well as in cases in which it causes a requirement of public acquisition offering, with due regard to the provisions of the applicable regulation and of the Company’s Bylaws, the shareholder or group of shareholders shall also provide and disclose such information to the market by means of the publication of announcements on the same communication channels usually used by the Company for its own disclosures.
9.7.5. The IRO is required to send, as soon as they are received by the Company, copies of such notices to CVM and SEC.
10. Policy Monitoring
10.1. IRO shall verify, in the event of a Material Fact, the proper observance of the rules and procedures set forth in this Policy, immediately reporting any irregularity to the Audit Committee, as well as to the Internal Audit.
10.2. The accuracy and adequacy of the wording of the information disclosed to the market will be verified by the IRO.
10.3. In the event of any of the hypotheses that imply the need to disclose a Material Fact kept confidential, or breach of the confidentiality of a Material Fact prior to its disclosure to the market, the IRO shall carry out internal investigations, together with Ethics & Compliance personnel, as applicable, and diligences in the Company, inquiring the people involved, who shall always respond to the IRO requests for information, to verify the reason that caused the possible breach of the information confidentiality.
10.3.1. The conclusions of the IRO shall be forwarded to the Audit Committee, for the appropriate measures, accompanied by any recommendations and suggestions for amending this Policy, which may in the future avoid breaching the confidentiality of confidential information.
11. Violations and Sanctions
11.1. Unauthorized disclosure of Material Non-Public Information is a harmful practice for the Company, its shareholders and to the market in general, and is strictly prohibited.
11.2. Any person who violates the provisions of this Policy shall be subject to the procedures and penalties established by the law and by other rules of the Company.
11.3. Without prejudice to the applicable sanctions under current regulations and legislation, to be applied by the competent authorities, in case of any violation or infringement of the terms and procedures established in this Policy, appropriate disciplinary measures within the internal scope of the Company, which may result in the removal from office or dismissal of the violator in case of a serious violation.
11.4. If the applicable measure is within the legal or statutory competence of the general meeting of shareholders, the Board of Directors shall convene it to resolve on the matter.
12. Amendments to the Policy
12.1. This Policy may be amended in accordance with the resolutions of the Board of Directors in the following situations:
(a) when expressly determined in this respect by the CVM;
(b) to implement the necessary adjustments in view of the amendment of applicable legal and regulatory rules; and
(c) when the Board of Directors identify the need for amendments in the process of assessing the effectiveness of the adopted procedures.
12.2. The amendment to the Company’s Policy shall be notified to the CVM and the Market Entities by the IRO, as required by the applicable legal and regulatory rules, as well as to the Covered Persons.
12.3. This Policy shall not be amended in case the disclosure of a Material Fact is pending.
13. Covered Persons
13.1. The IRO shall identify, for purposes of determining the Covered Persons, persons who have a commercial, professional, or trustworthy relationship with the Company or persons who have access to material information not yet disclosed, and to request them to adhere to this Policy.
13.2. The Company will keep at its headquarters, available to CVM, a list of Covered Persons and their respective qualifications, indicating their title or position, address and their CNPJ or CPF, promptly updating it whenever there is a change, and taking care for compliance of data privacy regulations.
13.3. All Covered Persons shall sign the Term of Adhesion, in accordance with Exhibit I.
13.4. The Company shall send to Covered Persons a copy of this Policy, requesting the return to the Company of the Term of Adhesion duly signed, which shall be filed at the Company's headquarters.
13.5. The communication about this Policy, as well as the requirement to the Covered Persons to sign the Term of Adhesion, will be made, as far as possible, before that such Covered Person carries out any Trading of Securities.
14. Doubts
14.1. Any doubts regarding the provisions of this Policy, or the application of any of its provisions, shall be directly sent to the IRO, who shall provide the appropriate clarifications or guidance.
15. Approval and Effectiveness
15.1. This Policy was approved by the Board of Directors on June 30, 2023 and is currently in force as of such date.
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EXHIBIT I
NATURA &CO HOLDING S.A.
TERM OF ADHESION OF INFORMATION DISCLOSURE AND
SECURITIES TRADING POLICY
I, [name], [nationality], [marital status], [profession], bearer of identity document number [please inform either CPF, RNE or passport number if not a Brazilian resident], resident and domiciled at [full address], hereby declare by adhesion to the Information Disclosure and Securities Trading Policy of Natura &Co Holding S.A., enrolled in the corporate taxpayers registry (CNPJ/MF) under No. 32.785.497/0001-97, hereinafter referred to simply as “Company”, in compliance with CVM Resolution No. 44, dated August 23, 2021, and approved in Company’s Board of Directors Meeting held on [•], 2023.
[insert place], [insert date].
Name:
Position:
EXHIBIT II
NATURA &CO HOLDING S.A.
In [month/year]:
( ) only the following transactions with securities and derivatives took place, in accordance with article 11 of CVM Resolution No. 44.
( ) no transactions with securities and derivatives were carried out, in accordance with article 11 of CVM Resolution No. 44, and I have the following securities and derivatives positions.
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Company Name: NATURA &CO HOLDING S.A.
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Name: [•]
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CPF/CNPJ: [•]
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Qualification: [•]
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OPENING BALANCE
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Securities/
Derivatives
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Securities
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Quantity.
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Stake %
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Same type/
Class
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Total
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Shares
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Common
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[•]
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[•]
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[•]
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TRADES IN THE MONTH - DISCRIMINATE EACH PURCHASE OR SALE transaction OCCURRED IN THE MONTH (DAY, QUANTITY, PRICE AND VOLUME)
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Securities/
Derivatives
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Securities characteristics |
Intermediary
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Trade
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Day
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Quantit. |
Price
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Volume (R$)
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-
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CLOSING BALANCE
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|
Securities/
Derivatives
|
Securities
|
Quantity.
|
Stake %
|
|
Same type/
Class
|
Total
|
|
Shares
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Common
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[•]
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[•]
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[•]
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