Common Contracts

AGREEMENT AND PLAN OF MERGERS dated as of May 22, 2019 among NATURA COSMÉTICOS S.A., AVON PRODUCTS, INC., NECTARINE MERGER SUB I, INC., NECTARINE MERGER SUB II, INC. and NATURA HOLDING S.A.

Merger Agreement • May 24th, 2019 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations • New York

• Contract Type
  Merger Agreement
• Filed
  May 24th, 2019
• Company
  Avon Products Inc
• Industry
  Perfumes, cosmetics & other toilet preparations
• Jurisdiction
  New York

This AGREEMENT AND PLAN OF MERGERS (as the same may be amended from time to time in accordance with its terms, this “Agreement”) is entered into as of May 22, 2019, by and among Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) (“Parent”) which will become a direct subsidiary of HoldCo following the Parent Restructuring, Avon Products, Inc., a New York corporation (the “Company”), Nectarine Merger Sub I, Inc., a Delaware corporation and, as of the date hereof, a wholly owned direct subsidiary of HoldCo (“Merger Sub I”), Nectarine Merger Sub II, Inc., a Delaware corporation and, as of the date hereof, a wholly owned direct subsidiary of Merger Sub I (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and Natura Holding S.A., a Brazilian corporation (sociedade anônima) (“HoldCo” and, together with Parent, Merger Subs and HoldCo, the “Parent Entities”).

AGREEMENT AND PLAN OF MERGERS

Merger Agreement • May 22nd, 2019

• Contract Type
  Merger Agreement
• Filed
  May 22nd, 2019

This AGREEMENT AND PLAN OF MERGERS (as the same may be amended from time to time in accordance with its terms, this “Agreement”) is entered into as of May 22, 2019, by and among Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) (“Parent”) which will become a direct subsidiary of HoldCo following the Parent Restructuring, Avon Products, Inc., a New York corporation (the “Company”), Nectarine Merger Sub I, Inc., a Delaware corporation and, as of the date hereof, a wholly owned direct subsidiary of HoldCo (“Merger Sub I”), Nectarine Merger Sub II, Inc., a Delaware corporation and, as of the date hereof, a wholly owned direct subsidiary of Merger Sub I (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and Natura Holding S.A., a Brazilian corporation (sociedade anônima) (“HoldCo” and, together with Parent, Merger Subs and HoldCo, the “Parent Entities”).