NATURA &CO LUXEMBOURG HOLDINGS S.À R.L. ANNOUNCES COMMENCEMENT OF CASH TENDER OFFERS AND CONSENT SOLICITATIONS OF UP TO U.S.$550,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.125% SUSTAINABILITY-LINKED NOTES DUE 2028 (CUSIP NOS. 63883KAB1/ P7088CAC0) AND UP TO U.S.$330,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF 6.000% SENIOR NOTES DUE 2029 (CUSIP NOS. 63884W AA6/L6S52V AA0)

SAO PAULO, Sept. 7, 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 commencement of two 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 (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, we are conducting two independent consent solicitations: (i) a solicitation (the "2028 Solicitation") of consents (the "2028 Consents") from Holders of the 2028 Notes to effect certain proposed amendments (the "2028 Proposed Amendments") to the indenture governing the 2028 Notes dated as of May 3, 2021, between Natura Cosméticos, Natura &Co Holding and The Bank of New York Mellon (the "Trustee"), under which the 2028 Notes were issued, as amended and supplemented by a first supplemental indenture dated August 28, 2023 between the Company, as issuer, the Guarantors, as guarantors, and the Trustee (the "2028 Notes Indenture"), and (ii) a solicitation (the "2029 Solicitation" and, together with the 2028 Solicitation, the "Solicitations") of consents (the "2029 Consents" and, together with the 2028 Consents, the "Consents") from Holders of the 2029 Notes to effect certain proposed amendments (the "2029 Proposed Amendments" and, together with the 2028 Proposed Amendments, the "Proposed Amendments") to the indenture dated as of April 19, 2022, between the Company, as issuer, the Guarantors, as guarantors, and the Trustee, under which the 2029 Notes were issued (the "2029 Notes Indenture" and, together with the 2028 Notes Indenture, the "Indentures"). The Proposed Amendments with respect to the Indentures would (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. Pursuant to the terms of each of the Indentures, the Proposed Amendments require the written consent of holders of a majority in aggregate principal amount of the relevant series of outstanding Notes issued under the applicable Indenture (the "Requisite Consents").

Holders may not tender their Notes in the applicable Tender Offer without delivering their Consents pursuant to the applicable Solicitation. The valid tender of Notes of a series by any Holder pursuant to the relevant Tender Offer will be deemed to constitute the giving of a Consent by such Holder to the applicable Proposed Amendments. At any time prior to or at the Early Tender Date/Consent Deadline, Holders may elect to deliver Consents pursuant to the applicable Solicitation without tendering their Notes pursuant to the applicable Tender Offer. If Holders of Notes validly deliver (and do not revoke) Consents at any time prior to or at the Early Tender Date/Consent Deadline (and do not tender the associated Notes) or validly tender Notes in a Tender Offer at any time prior to or at the Early Tender Date/Consent Deadline which are not accepted for purchase due to oversubscription in the applicable Tender Offer, such Holders will be eligible to receive the applicable Consent Fee (as set forth in the table above, the "Consent Fee"), subject to the conditions set forth in this Offer to Purchase and Consent Solicitation Statement. 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 payment of the Consent Fee with respect to the applicable series of Notes is conditioned upon receipt of the Requisite Consents for such series of Notes. See "Conditions of the Tender Offers and Solicitations" in the Offer to Purchase and Consent Solicitation Statement.

Each series of Notes is fully, unconditionally and irrevocably guaranteed by Natura &Co Holding S.A. and Natura Cosméticos S.A. On August 28, 2023, Natura &Co Luxembourg assumed all obligations as issuer under the 2028 Notes from Natura Cosméticos, which had been, before such assumption, the issuer of the 2028 Notes. On such date, Natura Cosméticos became a guarantor of the 2028 Notes.

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. Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase and Consent Solicitation Statement.

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") and the related Solicitations (as defined below) will expire on the Early Tender Date/Consent Deadline.

Holders of each series of Notes must validly tender and not validly withdraw their Notes and deliver and not revoke Consents prior to or at 5:00 p.m., New York City time, on September 20, 2023 (such date and time, as it may be extended with respect to the Notes, the "Early Tender Date/Consent Deadline") in the manner described in the Offer to Purchase and Consent Solicitation Statement, to be eligible to receive the applicable Total Consideration for such Notes, which includes the applicable Tender Offer Consideration and the applicable Early Tender Payment, plus the applicable Accrued Interest for such Notes, or the Consent Fee, as the case may be. If Holders of Notes validly tender Notes and deliver the associated Consents after the Early Tender Date/Consent Deadline but prior to or at the Expiration Time, such Holders will only be eligible to receive the applicable Tender Offer Consideration (set forth in the table above, the "Tender Offer Consideration") plus the applicable Accrued Interest. Additionally, subject to the exceptions in the terms of the Notes, Natura &Co Luxembourg will pay additional amounts such that the applicable Purchase Price and the applicable Accrued Interest received by Holders after withholding tax, if any, will be equal to the amount that would have been due had there been no withholding tax.

Natura &Co Luxembourg reserves the right, in Natura &Co Luxembourg's sole discretion, to amend or terminate each of the Tender Offers and Solicitations at any time.

Natura &Co Luxembourg will only accept for purchase Notes in an aggregate principal amount that will not exceed the Maximum Principal Amount of U.S.$550,000,000 for the 2028 Notes and U.S.$330,000,000 for the 2029 Notes. Any Notes validly tendered in the Tender Offers and accepted for purchase may 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. 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. If Natura &Co Luxembourg increases or decreases any Maximum Principal Amount, it does not expect to extend the Withdrawal/Revocation Deadline with respect to the applicable Tender Offer and Solicitations, subject to compliance with applicable law. There can be no assurance that Natura &Co Luxembourg will increase or decrease any Maximum Principal Amount.

The Early Tender Date/Consent Deadline is the last time and day for Holders to tender the Notes and deliver Consents in order to be eligible to receive the applicable Total Consideration or the applicable Consent Fee, as applicable. Payment for the Notes that are validly tendered and not validly withdrawn prior to or at the Early Tender Date/Consent Deadline and that are accepted for purchase may be made, at Natura &Co Luxembourg's option, on the date referred to as the "Early Settlement Date." Payment of the Consent Fee relating to Consents that are validly delivered and not revoked at or prior to the Early Tender Date/Consent Deadline (for which Notes were not validly tendered, or for which Notes were validly tendered but not accepted for purchase due to pro ration) will be made on the Solicitation Settlement Date. The Early Settlement Date, if it occurs, and the Solicitation Settlement Date are each expected to be on the business day immediately after the Early Tender Date/Consent Deadline in respect of such Tender Offers and Solicitations. It is anticipated that the Early Settlement Date, if it occurs, and the Solicitation Settlement Date will be on or around September 21, 2023.

If the Early Settlement Date occurs with respect to a series of Notes, payment for the Notes of such series that are validly tendered and not validly withdrawn after the Early Tender Date/Consent Deadline and prior to or at the Expiration Time and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date" (and, together with the Early Settlement Date and the Solicitation Settlement Date, each a "Settlement Date"). If no Early Settlement Date occurs with respect to a series of Notes, then payment for all the Notes of such series that are validly tendered and not validly withdrawn at any time prior to the Expiration Time and that are accepted for purchase will be made on the Final Settlement Date. The Final Settlement Date will be promptly following the Expiration Time in respect of the Tender Offers. It is anticipated that the Final Settlement Date will be on or around October 6, 2023, the business day immediately after the Expiration Time.

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."

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.