SÃO PAULO, Brazil, Sept. 22, 2023 /PRNewswire/ — Natura &Co Luxembourg Holdings S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10, avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B98931 (“Natura &Co Luxembourg”) announced today the early tender results in connection with its previously announced independent offers to purchase for cash (i) up to U.S.$550,000,000 aggregate principal amount (such amount, as it may be increased or decreased by the Company in its sole discretion, the “2028 Notes Maximum Principal Amount”) of its outstanding U.S.$1,000,000,000 4.125% Sustainability-Linked Notes due 2028 issued by Natura &Co Luxembourg (the “2028 Notes”); and (ii) up to U.S.$330,000,000 aggregate principal amount (such amount, as it may be increased or decreased by the Company in its sole discretion, the “2029 Notes Maximum Principal Amount,” and together with the 2028 Notes Maximum Principal Amount, the “Maximum Principal Amounts” and each a “Maximum Principal Amount”) of the outstanding U.S.$600,000,000 6.000% Senior Notes due 2029 issued by Natura &Co Luxembourg (the “2029 Notes,” and together with the 2028 Notes, the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated September 7, 2023 (as amended by the press release issued by Natura &Co Luxembourg on September 20, 2023, the “Offer to Purchase and Consent Solicitation Statement”) for a purchase price for each series of Notes equal to the applicable Purchase Price (the “Tender Offers” and each a “Tender Offer”). Simultaneously with the Tender Offers, Natura &Co Luxembourg conducted independent solicitations of consents from Holders of the 2028 Notes (the “2028 Notes Solicitation”) and Holders of the 2029 Notes (the “2029 Notes Solicitation” and together with the 2029 Notes Solicitation the “Solicitations”) to effect certain proposed amendments (the “Proposed Amendments”) to the indenture governing the 2028 Notes (the “2028 Notes Indenture”) and the indenture governing the 2029 Notes (the “2029 Notes Indenture” and together with the 2028 Notes Indenture, the “Indentures”), to (i) amend certain defined terms, (ii) limit the applicability of the cross-default and judgments event of defaults to Significant Subsidiaries (as defined in the amended Indentures) instead of subsidiaries, and (iii) in the case of the 2028 Notes Indenture, limit the applicability of the limitation on liens covenant to Significant Subsidiaries (as defined in the amended Indentures) instead of subsidiaries to be consistent with the 2029 Notes.

The early tender date for the Tender Offers, and the consent deadline for the Solicitations, was 5:00 p.m., New York City time, September 22, 2023 (the “Early Tender Date/Consent Deadline”). According to information received from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the “Tender and Information Agent”), as of 5:00 p.m., New York City time, on September 22, 2023, (i) US$676,556,000 in aggregate principal amount of the 2028 Notes, or approximately 67.66% of the outstanding 2028 Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer for the 2028 Notes, and (ii) US$407,829,000 in aggregate principal amount of the 2029 Notes, or approximately 67.97% of the outstanding 2029 Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer for the 2029 Notes. Natura &Co Luxembourg has accepted U.S.$549,999,000 in aggregate principal amount of the 2028 Notes validly tendered in the Tender Offer for the 2028 Notes and U.S.$330,000,000 in aggregate principal amount of the 2029 Notes validly tendered in the Tender Offer for the 2029 Notes.

Natura &Co Luxembourg has obtained the requisite consent of holders of a majority in aggregate principal amount of the relevant series of outstanding Notes issued under each Indenture to give effect to the Proposed Amendments. Consequently, as previously announced, Natura &Co Luxembourg expects to execute the supplemental indentures (the “Supplemental Indentures”) effecting the Proposed Amendments with respect to each series of Notes on or around the Early Settlement Date (as defined below). Each of the Supplemental Indentures will become effective upon execution and delivery by the parties thereto but will not become operative until Natura &Co Luxembourg has paid the applicable Consent Fee with respect to the applicable series of Notes in full.

Subject to proration as described in the Offer to Purchase and Consent Solicitation Statement, Holders who validly tendered their Notes at or prior to the Early Tender Date/Consent Deadline in the manner described in the Offer to Purchase and Consent Solicitation Statement will be eligible to receive the applicable Total Consideration, which includes the applicable Tender Offer Consideration and the applicable Early Tender Payment, plus the applicable Accrued Interest, on the Early Settlement Date, which is expected to be on or about September 25, 2023. Holders of Notes who validly delivered Consents at or prior to the Early Tender Date/Consent Deadline (and did not tender the associated Notes) or validly tendered Notes in a Tender Offer at or prior to the Early Tender Date/Consent Deadline which are not accepted for purchase due to oversubscription in the applicable Tender Offer will be eligible to receive the applicable Consent Fee on the Solicitation Settlement Date, which is expected to be on or about September 25, 2023. Holders whose Notes have been validly tendered and accepted for purchase pursuant to a Tender Offer will not be eligible to receive the applicable Consent Fee with respect to such Notes.

The table below summarizes certain payment terms for the Notes:

Each of the Tender Offers will expire at 5:00 p.m., New York City time, on October 5, 2023, unless extended, terminated early or withdrawn (such date and time, as the same may be extended, the “Expiration Time”). The related Solicitations expired on the Early Tender Date/Consent Deadline. The Withdrawal Deadline and the Revocation Deadline with respect to the Tender Offers and Solicitations, as applicable, have passed. Accordingly, Notes which have been validly tendered and not validly withdrawn pursuant to a Tender Offer may no longer be withdrawn, and Consents which have been validly delivered and not validly revoked pursuant to a Solicitation may no longer be revoked.

Natura &Co Luxembourg will only accept for purchase in each Tender Offer Notes in an aggregate principal amount that will not exceed the applicable Maximum Principal Amount. Because the Tender Offers are oversubscribed, the amount of Notes purchased by Natura &Co Luxembourg from tendering Holders will be subject to proration as described in “Principal Terms of the Tender Offers and Solicitations—Maximum Tender Offers: Maximum Principal Amount and Proration” in the Offer to Purchase and Consent Solicitation Statement. In addition, because the Tender Offers are oversubscribed, Natura &Co Luxembourg does not expect to accept for purchase any Notes tendered after the Early Tender Date/Consent Deadline.

Natura &Co Luxembourg reserves the right, but is under no obligation, to increase or decrease the Maximum Principal Amount applicable to any of the Tender Offers at any time, subject to compliance with applicable law, which could result in the purchase of a greater aggregate principal amount of the applicable series of Notes in the applicable Tender Offer. There can be no assurance that Natura &Co Luxembourg will increase or decrease any Maximum Principal Amount.

Natura &Co Luxembourg’s obligation to purchase Notes pursuant to each of the Tender Offers and to make payment of the applicable Consent Fee to holders eligible to receive such payment pursuant to each Solicitation is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement under “Conditions of the Tender Offers and Solicitations.”

Each Tender Offer is a separate tender offer, and each Solicitation is a separate consent solicitation. Each Tender Offer and each Solicitation may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing any other Tender Offer or Solicitation, as applicable, at any time prior to the Expiration Time and for any reason, including if any of the conditions of each Tender Offer and Solicitation are not satisfied or waived by the Expiration Time or the Early Tender Date/Consent Deadline, as applicable, subject to compliance with applicable law. The terms and conditions of the Tender Offers and the Solicitations are described in the Offer to Purchase and Consent Solicitation Statement. Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase and Consent Solicitation Statement.

Neither the Offer to Purchase and Consent Solicitation Statement nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase and Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender and Information Agent for the Tender Offers and Solicitations is D.F. King & Co., Inc. Additional contact information of the Tender and Information Agent is set forth below.

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offers and Solicitations are made only by and pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement, and the information in this notice is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. None of Natura &Co Luxembourg, the Guarantors, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offers and Solicitations.

Natura &Co Luxembourg Holdings S.à r.l.

c/o Natura &Co Holding S.A. – Investor Relations

Avenida Alexandre Colares No. 1,188, Vila Jaguara, 05106-000, São Paulo, SP, Brazil

Email: [email protected]

Attention: Guilherme Strano Castellan, Chief Financial and Investor Relations Officer

SOURCE Natura &Co Luxembourg Holdings S.à r.l.

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