On Friday, July 31, 2026, Natura Cosméticos (NATU3) reported that shareholders holding 38.82% of the share capital, including the founders, requested that, by August 7, 2026, two extraordinary general meetings (EGMs) be called to be held on the same date, within 30 days from the call notice. The request is linked to a binding commitment signed with Lotus Fundo de Investimento em Participações Multiestratégia, a vehicle managed by Advent International, which acquired in the secondary market a stake equivalent to at least 8% of the company’s capital.
According to the letter released by Natura, the sole item on the agenda of the first EGM will be to waive the investor’s obligation to launch a tender offer (OPA) as provided for in Article 33 of the bylaws, while keeping the other rules of that provision in force. The waiver will be conditional on the shares and other rights held by the investor not reaching or exceeding the maximum percentage set out in the bylaws.
The second EGM will deliberate on an amendment to Article 16 of the bylaws, so that the Board of Directors changes from a minimum of 7 and a maximum of 9 members to a range between 7 and 10 members, maintaining the requirement that at least one third be independent directors. At this same meeting, the election of two additional members for the current term of the board will be put to a vote, with a term ending at the annual shareholders’ meeting that will review the financial statements as of December 31, 2027.
The requesting shareholders nominated as candidates for the board Juan Pablo Zucchini and Rafael Patury Carneiro Leão, both linked to Advent and with investment experience in the education, consumer and healthcare sectors. The résumés and declarations of eligibility of the nominees, as well as the draft of the new shareholders’ agreement between the founding shareholder groups and the investor, were attached to the letter released to the market.
Natura stated that the Board of Directors will call the meetings within the agreed deadline and will keep shareholders and the market informed about the developments of the process.
