Natura & S A : Informação Prestada às Bolsas Estrangeiras

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934
For the transition period from	to	.
			OR

• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Date of event requiring this shell company report

Commission file number:	001-39169
	Natura &Co Holding S.A.
	(Exact name of Registrant as specified in its charter)
	Natura &Co Holding Inc.
	(Translation of Registrant's name into English)
	Federative Republic of Brazil
	(Jurisdiction of incorporation or organization)
	Avenida Alexandre Colares, No. 1188, Sala A17-Bloco A,
	Parque Anhanguera, São Paulo, São Paulo 05106-000, Brazil
	[phone]
	(Address of principal executive offices)

Guilherme Strano Castellan, Chief Financial Officer Avenida Alexandre Colares, No. 1188, Sala A17-Bloco A, Parque Anhanguera, São Paulo, São Paulo 05106-000, Brazil [phone]

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which
				registered
Common shares, no par value (the
"Natura &Co Holding
Shares")		-		N/A
American Depositary Shares (the
"ADSs") (as evidenced by American
Depositary Receipts), each
representing two Natura &Co Holding
Shares		-		N/A

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

The number of outstanding shares as of December 31, 2023 was 1,386,848,066 common shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒	No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐

No ☒

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒

Accelerated Filer ☐

Non-accelerated Filer ☐

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

• The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☒

No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements: ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b):

☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

• U.S. GAAP

• International Financial Reporting Standards as issued by the International Accounting Standards Board

• Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17

☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐	No ☒

	NATURA &CO HOLDING S.A.
	TABLE OF CONTENTS	Page
Forward-Looking Statements	v
Glossary of Certain Terms Used in This Annual Report	vii
Presentation of Financial and Other Information	ix
Part I		1
Item 1. Identity of Directors, Senior Management and Advisers	1
A. Directors and Senior Management	1
B.	Advisers	1
C.	Auditors	1
Item 2. Offer Statistics and Expected Timetable	1
A.	Offer Statistics	1
B. Method and Expected Timetable	1
Item 3. Key Information	1
A.	Selected Financial Data	1
B.	Capitalization and Indebtedness	4
C. Reasons for the Offer and Use of Proceeds	4
D.	Risk Factors	4
Item 4. Information on the Company	45
A. History and Development of the Company	45
B.	Business Overview	48
C.	Organizational Structure	88
D. Property, Plant and Equipment	89
Item 4A. Unresolved Staff Comments	89
Item 5. Operating and Financial Review and Prospects	90
A.	Operating Results	90
B. Liquidity and Capital Resources	102
C. Research and development, Patents and Licenses, Etc.	112
D.	Trend Information	112
E. Critical Accounting Policies and Estimates	113
Item 6. Directors, Senior Management and Employees	114
A. Directors and Senior Management	114
B.	Compensation	122
C.	Board Practices	126
D.	Employees	127
E.	Share Ownership	129
F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation.	130
Item 7. Major Shareholders and Related Party Transactions	130
A.	Major Shareholders	130
B.	Related Party Transactions	133
C. Interests of Experts and Counsel	134
Item 8. Financial Information	135
A. Consolidated Statements and Other Financial Information	135
B.	Significant Changes	138
Item 9. The Offer and Listing	138
A. Offer and Listing Details	138
B.	Plan of Distribution	138
C.	Markets	138
D.	Selling Shareholders	141
E.	Dilution	141
F. Expenses of the Issue	141
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Item 10. Additional Information	142
A.	Share Capital	142
B.	Memorandum and Articles of Association	142
C.	Material Contracts	156
D.	Exchange Controls	156
E.	Taxation	157
F.	Dividends and Paying Agents	166
G.	Statement by Experts	166
H.	Documents on Display	166
I.	Subsidiary Information	166
J. Annual Report to Security Holders	166
Item 11.	Quantitative and Qualitative Disclosures About Market Risks	167
Item 12.	Description of Securities Other Than Equity Securities	171
A.	Debt Securities	171
B.	Warrants and Rights	171
C.	Other Securities	171
D.	American Depositary Shares	171
Part II				173
Item 13.	Defaults, Dividend Arrearages and Delinquencies	173
A.	Defaults	173
B.	Arrears and Delinquencies	173
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	173
A. Material Modifications to Instruments	173
B. Material Modifications to Rights	173
C. Withdrawal or Substitution of Assets	173
D. Change in Trustees or Paying Agents	173
E.	Use of Proceeds	173
Item 15.	Controls and Procedures	173
A. Disclosure Controls and Procedures	173
B. Management's Annual Report on Internal Control over Financial Reporting	174
C. Attestation Report of the Registered Public Accounting Firm	174
D. Changes in Internal Control over Financial Reporting	174
Item 16.	Reserved	175
Item 16A. Audit Committee Financial Expert	175
Item 16B. Code of Ethics	175
Item 16C.	Principal Accountant Fees and Services	175
Item 16D.	Exemptions from the Listing Standards for Audit Committees	175
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	176
Item 16F.	Change in Registrant's Certifying Accountant	176
Item 16G. Corporate Governance	176
Item 16H. Mine Safety Disclosure	176
Item 16I.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	176
Item 16J. Insider Trading Policies	176
Item 16K.	Cybersecurity	176
Part III				180
Item 17.	Financial Statements	180
Item 18.	Financial Statements	180
Item 19.	Exhibits	180
Index to Consolidated Financial Statements	F-1

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FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains forward-looking statements. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial conditions, or other matters, based on current beliefs of our management as well as assumptions made by, and information currently available to, our management. Forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may be accompanied by words such as "aim," "anticipate," "believe," "plan," "could," "would," "should," "estimate," "expect," "forecast," "future," "guidance," "intend," "may," "will," "possible," "potential," "predict," "project" or similar words, phrases or expressions, although the absence of any such words or expressions does not mean that a particular statement is not a forward-looking statement. These statements are subject to various risks and uncertainties, many of which are outside the parties' control. Therefore, you should not place undue reliance on these statements. Factors that could cause actual plans and results to differ materially from those in these statements include, but are not limited to, risks and uncertainties detailed in the section of this annual report entitled "Item 3. Key Information-D. Risk Factors" and the following factors:

general economic, political, social and business conditions in Brazil, and in other markets in which we operate, including the impact of the current international economic environment (including any impact resulting from the ongoing Russia-Ukraine and Israel-Hamas conflicts, as well as tensions in the Middle East) and the macroeconomic conditions in Brazil and the rest of our markets, and government policies;

further downgrading of Brazil's credit rating;

social and political instability, including allegations of corruption against political parties, civil servants and others;

reductions in customer spending, a slowdown in customer payments and changes in customer behavior or demand for products and services;

unanticipated changes relating to competitive factors in the industries in which the companies operate;

ability to hire and retain key personnel;

ability to attract new clients and retain existing clients in the manner anticipated;

the impact of acquisitions the companies have made or may make;

reliance on and integration of IT systems;

changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients;

conditions in the stock and credit markets;

risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings;

our international operations, which are subject to the risks of currency fluctuations and foreign exchange controls;

inflation, appreciation and depreciation of the real against the U.S. dollar, which has historically experienced significant volatility;

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risks associated with tax liabilities, or changes in U.S., Brazilian or other international tax treaties or laws or interpretations to which they are subject;

events and risk perception in relation to corruption allegations involving Brazilian companies and politicians, as well as the impacts of the resulting investigation on the Brazilian economy and political outlook as a whole;

risks that new businesses will not be integrated successfully or that the cost, time and effort required to integrate the newly combined businesses may be greater than anticipated;

risks relating to unanticipated costs of integration;

diversion of the attention of our management from ongoing business concerns;

interruptions in our main IT systems;

the inability to achieve the estimated benefits and synergies of our combined operations since the completion of the Transaction over the next five years as we currently expect or the effects of the Transaction on our financial condition, operating results and cash flows;

failure to effectively manage the newly combined business or failure to realize estimated cost savings, value of certain tax assets, estimated synergies and growth or that such benefits may take longer to realize than the five years during which we currently expect to realize them;

developments with respect to actual or potential epidemics, pandemics, outbreaks or other public health crises in Brazil and globally; and

other risk factors as set forth under "Item 3. Key Information-D. Risk Factors" in this annual report.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties' businesses, including those described in this annual report, and information contained in this annual report.

Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results may differ materially from those expressed in these estimates and forward-looking statements. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this offering memorandum might not occur and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.

We are under no obligation, and we expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Persons reading this document are cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date hereof.

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GLOSSARY OF CERTAIN TERMS USED IN THIS ANNUAL REPORT

All references in this annual report to the "Company," "we," "us" and "our" refer to Natura &Co, as defined below, unless the context otherwise requires. All references herein to the "real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil. All references to "U.S. dollars," "dollars" or "U.S.$" are to United States dollars, the official currency of the United States. All references to "pounds," "pound sterling" or "£" are to the British pound sterling, the official currency of the United Kingdom. All references to "ARS$" are to the Argentinian peso, the official currency of Argentina.

In addition, as used in this annual report, the following defined terms have the following respective meanings:

"ADSs" means American Depositary Shares, each representing two Natura &Co Holding Shares.

"Aesop" means Emeis Holding Pty Ltd and its consolidated subsidiaries.

"Avon" means Avon Products, Inc., a New York corporation, and its consolidated subsidiaries.

"Avon International" means our segment comprising all operations under our Avon brand, except those located in Brazil and Latin America.

"B3" means the B3 S.A. - Brasil, Bolsa, Balcão, or the Brazilian Stock Exchange.

"BNDES" means the Banco Nacional de Desenvolvimento Econômico e Social, or the Brazilian National Economic and Social Development Bank.

"Brazil" means the Federative Republic of Brazil and the phrase "Brazilian government" refers to the federal government of Brazil.

"Brazilian Capital Markets Law" means Brazilian Law No. 6,385/76, as amended.

"Brazilian Central Bank" means Banco Central do Brasil, or the Central Bank of Brazil.

"Brazilian Corporation Law" means Brazilian Law No. 6,404/76, as amended.

"CDI" means the Certificado de Depósito Interbancário, or the Interbank Deposit Certificate, means the "over extra group" daily average rate for interbank deposits, expressed as an annual percentage, based on 252 business days, calculated daily and published by B3, or any other index as may be further used in substitution thereof.

"CMN" means the Conselho Monetário Nacional, or the Brazilian Monetary Council.

"consultants" are independent sales representatives who, although they are not employed by Natura &Co, sell Natura &Co products to customers of Natura &Co.

"CVM" means the Comissão de Valores Mobiliários, or the Brazilian Securities Commission.

"EU" means the European Union.

"Euromonitor" means Euromonitor International Limited.

"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

"FGV" means the Fundação Getulio Vargas.

"IASB" means the International Accounting Standards Board.

"IBGE" means Instituto Brasileiro de Geografia e Estatística, or the Brazilian Institute of Geography and Statistics.

"IFRS Accounting Standards" means International Financial Reporting Standards as issued by the International Accounting Standards Board.

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"IGP-M" means the general market price index measured by the FGV;

"IPCA" means a broad consumer price index measured by the IBGE;

"IT" means information technology.

"Natura" means Natura Cosméticos S.A., a corporation (sociedade anônima) incorporated under the laws of Brazil, and its consolidated subsidiaries (excluding Aesop, The Body Shop and their respective subsidiaries).

"Natura &Co" means (1) prior to the consummation of the Transaction, Natura Cosméticos S.A. and its consolidated subsidiaries, and (2) after the consummation of the Transaction, Natura &Co Holding S.A. and its consolidated subsidiaries, including Natura and Avon.

"Natura &Co LATAM" means our segment including all operations under our Natura and Avon brands located in Brazil and Latin America.

"Natura &Co Luxembourg" means Natura &Co Luxembourg Holdings S.à r.l., a private limited company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg.

"Natura &Co Holding" means Natura &Co Holding S.A., a corporation (sociedade anônima) incorporated under the laws of Brazil, excluding its subsidiaries.

"Natura &Co Holding By-Laws" means the by-laws of Natura &Co Holding.

"Natura &Co Holding Shares" means common shares of Natura &Co Holding.

"Natura Cosméticos" means Natura Cosméticos S.A., a corporation (sociedade anônima) incorporated under the laws of Brazil, excluding its subsidiaries.

"Natura Indústria" means Indústria e Comércio de Cosméticos Natura Ltda.

"Novo Mercado Rules" means the listing rules of the Novo Mercado segment of the B3.

"NYSE" means the New York Stock Exchange.

"Sales representatives" or "representatives" means independent contractors who are not employees of Avon or any of its subsidiaries, but directly or indirectly purchase products or services from Avon or any of its subsidiaries.

"Securities Act" means the U.S. Securities Act of 1933, as amended.

"Shareholders' Agreement" means the Shareholders' Agreement of Natura &Co Holding which was entered into on September 4, 2019, as amended.

"The Body Shop" means The Body Shop International Limited, a private limited company registered in England and Wales and its subsidiaries.

"Transaction" means the transaction effected by the Agreement and Plan of Mergers, dated May 22, 2019, as amended on October 3, 2019 and as may be further amended from time to time in accordance with its terms (the "Merger Agreement") entered into by Avon, Natura Cosméticos, Natura &Co Holding, Nectarine Merger Sub I, Inc. and Nectarine Merger Sub II, Inc. pursuant to which (i) Natura &Co Holding, after the completion of certain restructuring steps, held all issued and outstanding shares of Natura Cosméticos,

1. Nectarine Merger Sub II, Inc. merged with and into Avon, with Avon surviving the merger, and (iii) Nectarine Merger Sub I, Inc. merged with and into Natura &Co Holding, with Natura &Co Holding surviving the merger, and as a result of which each of Avon and Natura Cosméticos became a wholly owned direct subsidiary of Natura &Co Holding. The Transaction closed on January 3, 2020.

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland.

"United States" or "U.S." means the United States of America.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Consolidated Financial Statements

The consolidated financial information presented in this annual report has been derived from the audited consolidated financial statements as of December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023 and the related notes thereto of Natura &Co Holding, included in this annual report.

The consolidated financial statements of Natura &Co Holding are prepared in accordance with the IFRS Accounting Standards as issued by the IASB and are presented in Brazilian reais.

We maintain our books and records in Brazilian reais, which is the functional currency and presentation currency of the consolidated financial statements of Natura &Co Holding. Unless otherwise noted, our financial information presented herein as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 is stated in Brazilian reais, our reporting currency.

Sale of Aesop and The Body Shop

We disposed of our interests in Aesop and The Body Shop in the year ended December 31, 2023. As a result of the disposals of Aesop and The Body Shop, the Aesop and The Body Shop balances are no longer disclosed in our consolidated balance sheet since September 1, 2023 and December 31, 2023, respectively. The results originating from the applicable segments were classified as discontinued operations in our consolidated income statement for the year ended December 31, 2023, 2022 and 2021.

In addition, as a result of the sales of Aesop and The Body Shop, our results of operations for the year ended December 31, 2023 are not directly comparable to our results of operations for the years ended December 31, 2022 and 2021, which may make it difficult for you to evaluate our business, financial condition, results of operations and prospects.

Please refer to note 35, "Discontinued Operations," to our audited consolidated financial statements included elsewhere in this annual report for more information.

Currency Conversions

On December 31, 2023, the exchange rate for reais into U.S. dollars was R$4.841 to U.S.$1.00, R$5.218 to U.S.$1.00 as of December 31, 2022 and R$5.581 to U.S.$1.00 as of December 31, 2021, in each case, as reported by the Brazilian Central Bank. The real/U.S. dollar exchange rate fluctuates widely, and the selling rate as of December 31, 2023 may not be indicative of future exchange rates.

Solely for the convenience of the reader, we have translated certain amounts included in "Item 3. Key Information-A. Selected Financial Data" and elsewhere in this annual report from reais into U.S. dollars using the selling rate as reported by the Brazilian Central Bank as of December 31, 2023 of R$4.841 to U.S.$1.00. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate.

Rounding

We have made rounding adjustments to reach some of the figures included in this annual report. As a result, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

Market Data

We obtained market and competitive position data, including market forecasts, used throughout this annual report from market research, publicly available information and industry publications, as well as internal surveys. We include data from reports prepared by the Brazilian Central Bank, the B3, the IBGE, the "ABIHPEC" means Associação Brasileira da Indústria de Higiene Pessoal, Perfumaria e Cosméticos, or the Brazilian Personal Hygiene, Perfumery and Cosmetics Association, the BNDES, the FGV and Euromonitor, among others. We believe that all market data in this annual report is reliable, accurate and complete.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

1. Directors and Senior Management

Not applicable.

1. Advisers
   Not applicable.
2. Auditors

Not applicable.

Item 2. Offer Statistics and Expected Timetable

1. Offer Statistics

Not applicable.

1. Method and Expected Timetable

Not applicable.

Item 3. Key Information

1. Selected Financial Data

The following tables present a summary of our consolidated financial data as of December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023, derived from our audited consolidated financial statements. The following information is presented in millions of Brazilian reais, unless otherwise specified, and is presented in accordance with the measurements and principles of the IFRS Accounting Standards.

The following information should be read in conjunction with the sections of this annual report entitled "Item 3. Key Information -D. Risk Factors," "Item 5. Operating and Financial Review and Prospects," and the annual consolidated financial statements included elsewhere in this annual report. Historical results for any period are not necessarily indicative of results to be expected for any future period.

1