Natura Cosméticos S.A. Announces Expiration and Receipt of Requisite Consents with respect to the Consent Solicitation for the Avon Products, Inc. 6.950% Notes due 2043

SÃO PAULO, Oct. 1, 2019 /PRNewswire/ -- Natura Cosméticos S.A. ("Natura" or the "Company") announced today the expiration of its previously announced solicitation (the "Consent Solicitation") of consents on behalf of Avon Products, Inc. ("Avon" or the "Issuer") and receipt of requisite consents from holders (the "Holders") necessary to effect the amendments (the "Amendments") to the indenture governing Avon's outstanding 6.950% Notes due 2043 (the "Notes"), as described in the Consent Solicitation Statement, dated September 25, 2019 (the "Consent Solicitation Statement").  In connection with the Consent Solicitation, the Issuer and the trustee will enter into a supplemental indenture (the "Supplemental Indenture") to the indenture governing the Notes to effect the Amendments.

The Consent Solicitation expired at 5:00 p.m. New York City time, on October 1, 2019 (the "Expiration Date"). The Company received the requisite consents from Holders, and such consents had not been validly revoked prior to the Revocation Date (as defined in the Consent Solicitation Statement). The Company will pay the consent fee payable to Holders who delivered valid and unrevoked consents to the Amendments on or prior to the Expiration Date in an amount equal to U.S.$12.50 per U.S.$1,000 aggregate principal amount of the Notes (the "Consent Fee") to The Depository Trust Company for the benefit of the applicable Holders as of 5:00 p.m. New York City time, on September 24, 2019 (the "Record Date"), subject to the terms and conditions set forth in the Consent Solicitation Statement. The Company expects to pay, or cause to be paid, the Consent Fee on October 3, 2019 (the "Settlement Date"). No accrued interest will be paid in respect of the Consent Fee.

The Supplemental Indenture and the related Amendments will become effective immediately upon execution of the Supplemental Indenture and will be operative upon the Settlement Date. All Holders are bound by the terms of the Supplemental Indenture, including those that did not give their consent. However, Holders who did not deliver consents on or prior to the Expiration Date (or who delivered consents but validly revoked them prior to the Revocation Date) will not receive the Consent Fee.

Banco Bradesco BBI S.A. ("Bradesco BBI"), Citigroup Global Markets Inc. ("Citi") and Itau BBA USA Securities, Inc. ("Itau BBA") are acting as the Solicitation Agents for the Consent Solicitation. D.F. King & Co., Inc. is acting as the Information and Tabulation Agent for the Consent Solicitation. Questions or requests for assistance related to the Consent Solicitation or for additional copies of the Consent Solicitation Statement may be directed to Bradesco BBI at +1 (646) 432-6643 (collect), Citi at +1 (212) 723-6106 (banks and brokers) and +1 (800) 558-3745 (all others, toll free), Itau BBA at +1 (888) 770-4828 (toll free) and +1 (212) 710-6749 (collect), or to D.F. King & Co., Inc. at +1 (212) 269-5550 (banks and brokers), +1 (800) 467-0821 (all others, toll free) or email at [email protected]. The Consent Solicitation Statement is available at: www.dfking.com/avon. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation. Holders are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Amendments.

About the Company and the Issuer

Natura is Brazil's largest multinational cosmetics, hygiene and beauty company in terms of market share, as of December 2018, according to Euromonitor International, with operations in Asia, Europe, North America, Oceania, and South America, operating under the Natura, The Body Shop and Aesop brands. To learn more, please visit the Company's website at https://natu.infoinvest.com.br/en.

For 130 years Avon has stood for women: providing innovative, quality beauty products which are primarily sold to women, through women. Millions of independent Representatives across the world sell iconic Avon brands such as Avon Color and ANEW through their social networks, building their own beauty businesses on a full- or part-time basis. Avon supports women's empowerment, entrepreneurship and well-being and has donated over $1 billion to women's causes through Avon and the Avon Foundation. To learn more, please visit the Issuer's website at investor.avonworldwide.com.

Forward-Looking Statements

Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Transaction (as defined in the Consent Solicitation Statement), the Consent Solicitation, including the timing thereof, the Amendments and the execution of the Supplemental Indenture. These statements are based on certain assumptions made by the Company and the Issuer based on their management's respective experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company and the Issuer, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks set forth in reports filed by the Company with the Brazilian Securities Commission (Comissão de Valores Mobiliários) and by the Issuer with the U.S. Securities and Exchange Commission. Any forward-looking statement applies only as of the date on which such statement is made and neither the Company nor the Issuer intends to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Natura Cosméticos S.A.

Media Inquiries:
Marcelo Behar, Corporate Affairs Officer Natura &Co
[email protected]

Investor Relations:
Viviane Behar de Castro, Investor Relations Director, Natura &Co
[email protected]

SOURCE Natura Cosméticos S.A.