NATURA COSMETICOS SA
Proposal 1
TO APPROVE THE PROTOCOL AND JUSTIFICATION OF THE MERGER OF SHARES OF NATURA COSMETICOS S.A. INTO NATURA E CO HOLDING S.A, EXECUTED ON OCTOBER 11, 2019 BY THE MANAGEMENTS OF THE COMPANY AND OF NATURA E CO HOLDING S.A NATURA E CO, A CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS IN THE CITY OF SAO PAULO, STATE OF SAO PAULO, AT AVENIDA ALEXANDRE COLARES, 1188, SALA A17, BLOCO A, PARQUE ANHANGUERA, CEP 05106000, ENROLLED WITH THE NATIONAL REGISTER OF LEGAL ENTITIES OF THE MINISTRY OF ECONOMY CNPJ.ME UNDER NO. 32.785.497000197 PROTOCOL AND JUSTIFICATION OF THE MERGER OF SHARES
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 2
RATIFICATION OF THE HIRING OF KPMG AUDITORES INDEPENDENTES TO DRAFT THE APPRAISAL REPORT FOR THE NET EQUITY BOOK VALUE OF THE COMPANY TO THE MERGER OF THE COMPANY'S SHARES INTO NATURA E CO, UNDER ARTICLE 252, PARAGRAPH 1 OF LAW NO. 6,404.76 THE CORPORATIONS ACT APPRAISAL REPORT OF NATURA COSMETICOS
Caisse vote:
For
Applicable policy or principle:
PR_06
Proposal 3
APPROVAL OF THE APPRAISAL REPORT OF NATURA COSMETICOS
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 4
APPROVAL OF THE MERGER OF SHARES OF THE COMPANY INTO NATURA E CO MERGER OF SHARES, AT BOOK VALUE, WHICH EFFECTIVENESS SHALL BE CONDITIONED TO THE FULFILLMENT OR WAIVER, AS THE CASE MAY BE OF THE SUSPENSIVE CONDITIONS SET FORTH IN THE PROTOCOL AND JUSTIFICATION FOR THE MERGER OF SHARES
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 5
AUTHORIZATION FOR THE COMPANY'S OFFICERS TO PRACTICE ALL ACTS REQUIRED TO DELIVER THE MERGER OF SHARES, INCLUDING THE SUBSCRIPTION OF NEW SHARES TO BE ISSUED BY NATURA E CO DUE TO THE MERGER OF SHARES
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 6
TO AUTHORIZE NATURA E COS SHAREHOLDERS, IN A SHAREHOLDERS MEETING OF NATURA E CO TO BE HELD AFTER THE APPROVAL OF THE MERGER OF SHARES BUT PRIOR TO ITS EFFECTIVENESS AND CONSUMMATION, TO PERFORM ALL THE FOLLOWING ACTS RELATED TO THE MERGER OF NECTARINE MERGER SUB I, INC., A COMPANY EXISTING UNDER THE LAW OF THE STATE OF DELAWARE, MERGER SUB I INTO NATURA E CO MERGER, SUBSEQUENTLY TO THE MERGER OF SHARES. I. TO APPROVE THE PROTOCOL AND JUSTIFICATION FOR THE MERGER OF NECTARINE MERGER SUB, I, INC. INTO NATURA E CO HOLDING S.A., ENTERED INTO ON OCTOBER 11, 2019 BY THE MANAGERS OR OFFICERS OF NATURA E CO AND MERGER SUB I PROTOCOL AND JUSTIFICATION FOR THE MERGER. II. TO RATIFY THE HIRING OF ERNST E YOUNG ASSESSORIA EMPRESARIAL LTDA., COMPANY HEADQUARTERED IN THE CITY OF SAO PAULO, AT AVENIDA PRESIDENTE JUSCELINO KUBITSCHEK, 1909, TORRE NORTE, 10 ANDAR, CEP 04543011, ENROLLED WITH CNPJ.ME UNDER NO. 59.527.788000131, TO DRAFT THE APPRAISAL REPORT FOR THE ECONOMIC VALUE OF MERGER SUB I, UNDER ARTICLE 227, PARAGRAPH 1 OF THE CORPORATIONS ACT APPRAISAL REPORT OF MERGER SUB I. III. APPROVE THE APPRAISAL REPORT OF MERGER SUB I. IV. TO APPROVE THE MERGER, WHOSE EFFECTIVENESS WILL BE CONTINGENT ON THE FULFILLMENT OR WAIVER, AS THE CASE MAY BE OF THE SUSPENSIVE CONDITIONS SET FORTH IN THE PROTOCOL AND JUSTIFICATION FOR THE MERGER. V. TO APPROVE THE SHARE CAPITAL INCREASE OF NATURA E CO TO BE SUBSCRIBED AND PAID UP BY THE OFFICERS OF MERGER SUB I TO THE BENEFIT OF THE HOLDERS OF THE RIGHT TO RECEIVE THE SHARES OF MERGER SUB I, WITH AMENDMENT OF ARTICLE 5 AND RATIFICATION OF THE BYLAWS OF NATURA E CO, THE EFFECTIVENESS OF WHICH SHALL BE CONDITIONED TO THE SATISFACTION OR WAIVER, AS THE CASE MAY BE OF THE CONDITIONS PRECEDENT SET OUT IN THE PROTOCOL AND JUSTIFICATION OF MERGER AND VI. AUTHORIZE THE OFFICERS OF NATURA E CO TO PERFORM ALL ACTS REQUIRED FOR THE CONSUMMATION OF THE MERGER
Caisse vote:
For
Applicable policy or principle:
PR_14
Proposal 7
DO YOU WISH TO REQUEST THE INSTATEMENT OF THE FISCAL COUNCIL, PURSUANT TO ARTICLE 161 OF LAW 6,404 OF 1976
Caisse vote:
For
Applicable policy or principle:
PR_14
Proposal 8
IF A SECOND CALL IS NECESSARY REGARDING THE SPECIAL SHAREHOLDERS MEETING, MAY THE VOTING INSTRUCTIONS INCLUDED IN THIS DISTANCE VOTING BALLOT BE CONSIDERED ALSO IN THE EVENT OF RESOLUTION FOR THE MATTERS OF THE SPECIAL SHAREHOLDERS MEETING AT A SECOND CALL
Caisse vote:
For
Applicable policy or principle:
PR_14