04538-132, registered with the CNPJ/ME under No. 61.194.353/0001-64, as a custodian service provider for the physical custody of this Commercial Paper (“Custodian”). This Commercial Paper will circulate by endorsement in black, without guarantee of the endorser, of mere transfer of ownership, as provided for in article 4 of CVM Rule 566, in article 15 of Exhibit I of the Uniform Law of Geneva, promulgated by Decree No. 57,663, dated January 24, 1966. As a centralized deposit object, the circulation of Commercial Papers will operate through the bookkeeping records made in the deposit accounts kept with B3, which will endorse the Commercial Paper Instruments to the definitive creditor at the time of the extinction of the registration with B3. For all legal purposes, the ownership of Commercial Paper shall be proved by possession of the Instrument. Additionally, for Commercial Papers deposited electronically with B3, the statement issued by B3 in the name of the respective holder of Commercial Papers will be recognized as proof of ownership, when these papers are deposited electronically with B3. Itaú Unibanco S/A, a financial institution headquartered in the City of São Paulo, State of São Paulo, at Praça Alfredo Egydio de Souza Aranha, nº 100, Torre Olavo Setubal, CEP 04.344-902, registered with the CNPJ/ME under No. 60.701.190/0001-04, was hired as Agent Bank service provider (“Agent Bank”). By subscribing, paying up or acquiring this Commercial Paper in the primary market, the Holder of Commercial Papers automatically and in advance grants its express consent to B3, Issuer, the Agent Bank and the Custodian to provide the list of Holders of Commercial Papers. IV. GUARANTEE: With the purpose of ensuring the full and timely payment and compliance with all main, ancillary, default-related, current and future obligations assumed by the Company, pursuant to the terms and conditions established in any instrument of the Issue, whether on the Maturity Date, in case of early maturity, or on any other date (“Secured Obligations”), Issuer, pursuant to the Secured Fiduciary Sale Agreement of Shares of Natura Cosméticos S/A, entered into between Issuer, Natura Cosméticos and Trustee on December 17, 2019 (“Fiduciary Sale Agreement”), made the secured fiduciary sale to the Holders of Commercial Papers, represented by Trust, in an irrevocable and irreversible manner, pursuant to article 40 of Law No. 6,404, dated December 15, 1976, as amended (“Corporation Law”), article 66-B of Law No. 4,728, dated July 14, 1965, as amended, Decree-Law No. 911, dated October 1, 1969, as amended, and pursuant to article 1,361 et seq. of Law No. 10,406, dated January 10, 2002, as amended (“Brazilian Civil Code”), the fiduciary ownership, resolvable title, and indirect possession of the assets described in letters “a” and “b” below (the “Fiduciary Sale”): a) one hundred and twenty-two million, four hundred and forty-seven thousand, seven hundred and forty-eight (122,447,748) registered common shares, without par value, representing fourteen whole and fourteen hundredth percent (14.14%) of the stockholders’ capital of Natura Cosméticos, currently held by Issuer, plus the number of possible Additional Shares (as defined below) and subtracted from the number of Free Shares (as defined below) (“Sold Shares”). For all purposes and effects, the market value of the Sold Shares on the date of execution of the Fiduciary Sale Agreement (“Initial Market Value of the Sold Shares”) corresponds to one hundred and forty percent (140%) of the Secured Obligations on said date, pursuant to the following terms:
The quantity of Sold Shares was obtained in accordance with the following formula:
Sold Shares = (Balance of the Secured Obligations x 1.4) / NATU3 Price, where:
“Balance of the Secured Obligations” means the number, in Reais, corresponding to the outstanding balance of the Secured Obligations on the date of execution of the Fiduciary
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