- Founders sign a new Shareholders’ Agreement, reinforcing their commitment to Natura’s future, and agree to transition from the Board of Directors to a new Advisory Board focused on preserving the company’s essence
- Fábio Barbosa steps down as Chairman upon completing the reorganization of the capital structure and corporate streamlining, and will join the Advisory Board alongside the founders
- Alessandro Carlucci is appointed as Chairman of the Board of Directors, which will include five new members
- The Company also announces that Advent International has committed to acquiring a minority stake of between 8% and 10% through the purchase of outstanding shares, subject to an average target price
Having concluded its capital structure reorganization and corporate streamlining phase, Natura (B3: NATU3) announces changes aimed at accelerating a new and robust cycle of expansion, with a focus on business growth in Latin America — a region where the Company is a leader in Beauty and Personal Care.
To support this new cycle, and in view of the approaching expiration of the Company’s current Shareholders’ Agreement, Natura announces the signing of a new agreement between its founders and other signatories, for a term of 10 years, maintaining the shareholdings unchanged and reaffirming the founders’ commitment to the Company’s future.
The Company also presents the Management Proposal to be submitted for approval at the Ordinary and Extraordinary General Shareholders’ Meeting, to be held on April 29, which introduces a new composition of the Board of Directors, renewing its governance to balance innovation and institutional memory, in support of the Company’s current business moment and the execution of its strategy in this new cycle.
As part of a natural and planned transition, the Company’s founders — Luiz Seabra, Guilherme Leal and Pedro Passos — have decided to move from the Board of Directors to a new Advisory Board. In this new body, which holds no decision-making powers, the three founders will continue to safeguard the values, culture, and way of doing business that have always distinguished Natura.
After leading the Company’s successful corporate streamlining, Fábio Barbosa will step down as Chairman of the Board. Given his strong alignment with Natura’s business philosophy, he will join the founders on the Advisory Board to be established.
Alessandro Carlucci has been nominated as Chairman. With over two decades of experience as a Natura executive, he brings deep knowledge of the business, having joined the Company’s Board last year and previously served as a board member at other major companies.
The changes also include the appointment of five new members. Building on the transition led by the founders and with their full confidence, Pedro Villares, Guilherme Passos and Luiz Guerra will contribute their extensive experience in the business world, while Flávia Almeida e Gabriela Comazzetto will bring key skills to support the execution of the Company’s strategy.
The Board of Directors will also retain Duda Kertesz and João Paulo Ferreira, Natura’s CEO, who have deep knowledge of both the industry and the Company’s business model.
Bruno Rocha and Gilberto Mifano, who alongside the other board members were instrumental to the success of the cycle now drawing to a close, are stepping down from the Board of Directors. Gilberto Mifano will remain as Chair of the Audit and Finance Committee.
“Natura has completed a fundamental phase in strengthening its structure. We close this chapter with a more agile, streamlined, and resilient company, and begin a natural transition that has been carefully planned over the course of months. I will continue to work alongside the founders, supporting a new generation of board members and leaders. Together, we will drive a cycle of growth and innovation, always guided by the values that make Natura a unique company,” stated Fábio Barbosa, Chairman.
New Investor
Natura also announces that a fund managed by Advent International, one of the largest and most experienced global private equity investors, has committed to acquiring an 8% to 10% equity stake in the Company through the purchase of outstanding shares within up to 6 months, subject to a target average price of BRL 9,75. Upon reaching this minority stake, Advent will be entitled to nominate two additional members to the Board of Directors and to participate in certain advisory committees, contributing its expertise to the Company’s business strategy and value creation plan.
