AVON PRODUCTS INC (Form: 8-K, Received: 01/03/2020 17:25:21)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 3, 2020

AVON PRODUCTS, INC.

(Exact Name of Registrant as Specified in its Charter)

New York		1-4881		13-0544597
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Building 6, Chiswick Park

London W4 5HR

United Kingdom

(Address of Principal Executive Offices) (Zip Code)

+44-1604-232425

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.25 per share		AVP		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the consummation of the Transactions (as defined below), on January 3, 2020, the EUR 200.0 million multicurrency revolving facility agreement, dated as of February 12, 2019, among, inter alios, Avon Products, Inc., a New York corporation (the “Company”), Avon International Capital, p.l.c., an indirect wholly-owned English subsidiary of the Company, as borrower, certain other subsidiaries of the Company, as guarantors, the financial institutions from time to time party thereto, as lenders, Citibank Europe plc, UK Branch, as agent, and Citibank, N.A., London Branch, as common security agent, was automatically canceled in accordance with its terms.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 3, 2020, the Company consummated the previously announced business combination pursuant to the Agreement and Plan of Mergers, dated as of May 22, 2019 (as amended, the “Merger Agreement”), among the Company, Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) (“Parent”), Natura &Co Holding S.A., a Brazilian corporation (sociedade anônima) (“HoldCo”), Nectarine Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), and Nectarine Merger Sub II, Inc., a Delaware corporation (“Merger Sub II”), as amended by Amendment Number One to Agreement and Plan of Mergers, dated as of October 3, 2019 (the “First Amendment”), by and among the Company, Parent, HoldCo, Merger Sub I and Merger Sub II, and Amendment Number Two to Agreement and Plan of Mergers, dated as of November 5, 2019 (the “Second Amendment”), by and among the Company, Parent, HoldCo, Merger Sub I and Merger Sub II.

Pursuant to the Merger Agreement, on January 3, 2020 (the “Closing Date”), (i) Merger Sub II merged with and into the Company, with the Company surviving the merger (the “First Merger”) and (ii) Merger Sub I merged with and into HoldCo (the “Second Merger”), with HoldCo surviving the merger and as a result of which each of the Company and Parent became wholly owned direct subsidiaries of HoldCo (collectively, the “Transactions”).

Pursuant to the Merger Agreement, as a result of the First Merger and the Second Merger, each share of common stock, par value $0.25 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) (other than as provided in the Merger Agreement) was automatically converted into the ultimate right to receive (a) 0.300 validly issued and allotted, fully paid-up American Depositary Shares of HoldCo (“HoldCo ADS”) against the deposit of two shares of common stock of HoldCo (“HoldCo Shares”), subject to adjustment in accordance with the Merger Agreement, and any cash in lieu of fractional HoldCo ADSs (the “Common Stock Consideration”) or (b) 0.600 validly issued and allotted, fully paid-up HoldCo Shares in lieu of the Common Stock Consideration, subject to adjustment in accordance with the Merger Agreement, and any cash in lieu of fractional HoldCo Shares, in which case any and all HoldCo Shares delivered to such holders who have elected to receive HoldCo Shares shall be deemed to be the Common Stock Consideration (as applicable, the “Exchange Ratio”).

The Merger Agreement also provided that each share of Series C Preferred Stock, par value $1.00 per share, of the Company (the “Company Preferred Stock”) issued and outstanding immediately prior to the First Effective Time was to be automatically converted into the right to receive an amount in cash without interest equal to the Stated Value (as defined in the Company’s certificate of incorporation) (the “Preferred Stock Consideration”). As previously disclosed, the holder of all outstanding shares of the Company Preferred Stock elected to convert all of its shares of Company Preferred Stock to Company Common Stock. Such conversion was consummated prior to, and no shares of Company Preferred Stock were outstanding immediately prior to, the First Effective Time and, therefore, no Preferred Stock Consideration will be payable in connection with the Transactions.

Following the closing of the Transactions, the shares of Company Common Stock, which previously traded under the ticker symbol “AVP” on the New York Stock Exchange (the “NYSE”) will be suspended from trading on the NYSE prior to the opening of the market on January 6, 2020 and are in the process of being formally delisted from the NYSE.

The foregoing description of the Transactions and the Merger Agreement does not purport to be a complete description and is qualified in all respects by reference to (i) the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2019, and is incorporated by reference herein, (ii) the First Amendment, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2019, and is incorporated by reference herein, and (iii) the Second Amendment, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2019, and is incorporated by reference herein.

The issuance of HoldCo ADSs in connection with the Transactions was registered under the Securities Act of 1933, as amended, pursuant to HoldCo’s registration statement on Form F-4 (File No. 333-233910) filed with the SEC on September 24, 2019 and declared effective on September 27, 2019. The proxy statement/prospectus included in the registration statement contains additional information about the Transactions. Additional information about the Transactions is also contained in Current Reports on Form 8-K filed by the Company and incorporated by reference into the proxy statement/prospectus.

The Merger Agreement, the First Amendment and the Second Amendment have been incorporated by reference into this Current Report on Form 8-K to provide investors with information regarding their terms and are not intended to provide any other information about the Company, Parent, HoldCo or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement, the First Amendment and the Second Amendment were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the respective contracting parties to those agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the respective parties thereto instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement, the First Amendment or the Second Amendment and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, the First Amendment or the Second Amendment, as applicable, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Transactions, the Company notified the NYSE that trading in Company Common Stock should be suspended and listing of Company Common Stock on the NYSE should be removed. Trading in Company Common Stock on the NYSE will be suspended prior to the opening of the market on January 6, 2020. The Company also requested that the NYSE file with the SEC an application on Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Company intends to file with the SEC a Form 15 requesting that the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

Conversion of Company Common Stock

As described in Item 2.01 above, pursuant to the terms of the Merger Agreement, as a result of the First Merger and the Second Merger, each share of Company Common Stock was automatically converted into the ultimate right to receive the Common Stock Consideration.

At the First Effective Time, holders of Company Common Stock immediately prior to the First Effective Time ceased to have any rights as shareholders of the Company other than the ultimate right to the Common Stock Consideration.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Equity-Based Compensation

Pursuant to the Merger Agreement and subsequent agreement by and among the parties to the Merger Agreement, shortly prior to or upon the closing of the Transactions:

	●	each outstanding award of restricted stock units with respect to Company Common Stock that was subject solely to time-based vesting (“Company RSUs”) was converted into an award of nominal exercise price stock options to purchase HoldCo Shares or HoldCo ADSs that automatically exercise upon vesting (“HoldCo Options”), with the number of HoldCo Shares or HoldCo ADSs subject to such award (rounded up to the nearest whole number) equal to (A) the number of shares of Company Common Stock subject to such award of Company RSUs immediately prior to the closing of the Transactions multiplied by the Exchange Ratio, plus (B) a number of additional HoldCo Shares or HoldCo ADSs necessary to gross up the award holder for the exercise price of such HoldCo Options and the taxes associated with such gross-up, and with the terms and conditions (including service-based vesting conditions) applicable to such award of Company RSUs continuing in full force and effect with respect to such award of HoldCo Options;

	●	each outstanding award of performance-contingent restricted stock units with respect to Company Common Stock (“Company PSUs”) was converted into an award of HoldCo Options that is subject solely to time-based vesting, with the number of HoldCo Shares or HoldCo ADSs subject to such award (rounded up to the nearest whole number) equal to (A) the number of shares of Company Common Stock subject to such award of Company PSUs immediately prior to the closing of the Transactions (with performance goals for open performance measurement periods deemed attained at target level and performance goals for closed performance measurement periods deemed attained based on actual performance) multiplied by the Exchange Ratio, plus (B) a number of HoldCo Shares or HoldCo ADSs necessary to gross up the award holder for the exercise price of such HoldCo Options and the taxes associated with such gross-up, and with the terms and conditions (including service-based vesting conditions but not performance-based vesting conditions) applicable to such award of Company PSUs continuing in full force and effect with respect to such award of HoldCo Options;

	●	each award of restricted Company Common Stock (“Company Restricted Stock”) was converted into an award denominated in HoldCo Shares or HoldCo ADSs (“HoldCo Restricted Stock”) equal to the number of shares of Company Common Stock subject to such award of Company Restricted Stock immediately prior to the closing of the Transactions multiplied by the Exchange Ratio, with the terms and conditions (including service-based vesting conditions) applicable to such award of Company Restricted Stock continuing in full force and effect with respect to such award of HoldCo Restricted Stock;

	●	each outstanding award of stock options to purchase shares of Company Common Stock (“Company Options”), whether or not then vested or exercisable, was automatically canceled in exchange for the right to receive an amount in cash, without interest, equal to (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Closing of the Transactions multiplied by (B) the excess, if any, of the per share cash-out price over the exercise price per share of such Company Option; and

	●	each outstanding award of stock appreciation rights with respect to Company Common Stock (“Company SARs”), whether or not then vested or exercisable, was automatically canceled in exchange for the right to receive an amount in cash, without interest, equal to (A) the number of shares of Company Common Stock subject to such Company SAR immediately prior to the Closing of the Transactions multiplied by (B) the excess, if any, of the per share cash-out price over the exercise price per share of such Company SAR.

All amounts payable in respect of equity-based awards are subject to required withholding taxes.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

The foregoing description of certain compensation and benefit arrangements made in connection with the Transactions is not complete and is qualified in its entirety by reference to (i) the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2019, and is incorporated by reference herein, (ii) the First Amendment, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2019, and is incorporated by reference herein, and (iii) the Second Amendment, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2019, and is incorporated by reference herein.

Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Transactions, pursuant to the Merger Agreement, a change of control of the Company occurred and the Company became a wholly owned direct subsidiary of HoldCo.

The information set forth in Item 2.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Transactions and pursuant to the Merger Agreement, each member of the board of directors of the Company resigned as of the First Effective Time. The members of the Company’s board of directors immediately prior to the First Effective Time were: Jose Armario, W. Don Cornwell, Chan W. Galbato, Nancy Killefer, Susan J. Kropf, Helen McCluskey, Andrew G. McMaster, Jr., James A. Mitarotonda, Michael F. Sanford, Lenard Tessler and Jan Zijderveld.

As of the First Effective Time, the following individuals, who were the directors of Merger Sub I immediately prior to the First Effective Time, became the directors of the Company: Itamar Gaino Filho; Jose Antonio de Almeida Filippo and Roberto de Oliveira Marques.¹ On December 13, 2019, the following individuals were appointed to the board of directors of HoldCo: W. Don Cornwell, Nancy Killefer and Andrew G. McMaster, Jr., effective as of the consummation of the Transactions.

In connection with the Transactions, Jan Zijderveld ceased to be the Chief Executive Officer of the Company as of the First Effective Time and Angela Cretu was appointed the Chief Executive Officer of the Company, effective as of January 3, 2020. Prior to such appointment, Ms. Cretu has served as Group Vice President and General Manager, Central Europe, of the Company.

On January 3, 2020, prior to the First Effective Time, the Company issued a press release announcing the departure of Jan Zijderveld as Chief Executive Officer of the Company effective upon the consummation of the Transactions. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On January 3, 2020, prior to the First Effective Time, HoldCo issued a press release announcing, among other things, the expected consummation of the Transactions and the appointment of Ms. Cretu as Chief Executive Officer in connection with the consummation of the Transactions. A copy of that press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with, and immediately following the consummation of the Transactions, on January 3, 2020, the Company’s certificate of incorporation and bylaws were amended and restated to be substantially similar to the certificate of incorporation and bylaws of Merger Sub II in effect prior to the consummation of the Transactions. Differences between the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, on the one hand, and the certificate of incorporation and bylaws of Merger Sub II prior to the consummation of the Transactions, on the other hand, reflect, among other things, that the Company remained a New York corporation named Avon Products, Inc. after consummation of the Transactions. Copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit

2.1		Agreement and Plan of Mergers, dated as of May 22, 2019, among Avon Products, Inc., Natura Cosméticos S.A., Nectarine Merger Sub I, Inc., Nectarine Merger Sub II, Inc. and Natura Holding S.A. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2019).
2.2		Amendment Number One, dated as of October 3, 2019, to the Agreement and Plan of Mergers, dated as of May 22, 2019, among Avon Products, Inc., Natura Cosméticos S.A., Nectarine Merger Sub I, Inc., Nectarine Merger Sub II, Inc. and Natura &Co Holding S.A. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2019).
2.3		Amendment Number Two, dated as of November 5, 2019, to the Agreement and Plan of Mergers, dated as of May 22, 2019, among Avon Products, Inc., Natura Cosméticos S.A., Nectarine Merger Sub I, Inc., Nectarine Merger Sub II, Inc. and Natura &Co Holding S.A. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2019).
3.1		Restated Certificate of Incorporation of Avon Products, Inc.
3.2		Amended and Restated Bylaws of Avon Products, Inc.
99.1		Press Release, dated January 3, 2020, issued by Avon Products, Inc.
99.2		Press Release, dated January 3, 2020, issued by Natura &Co Holding S.A.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AVON PRODUCTS, INC.

By:	/s/ Ginny Edwards
	Name:	Ginny Edwards
	Title:	Vice President, General Counsel and Corporate Secretary

Date: January 3, 2020

Exhibit Index

Exhibit		Description

2.1		Agreement and Plan of Mergers, dated as of May 22, 2019, among Avon Products, Inc., Natura Cosméticos S.A., Nectarine Merger Sub I, Inc., Nectarine Merger Sub II, Inc. and Natura Holding S.A. (incorporated by reference to Avon’s Current Report on Form 8-K filed with the SEC on May 24, 2019).
2.2		Amendment Number One, dated as of October 3, 2019, to the Agreement and Plan of Mergers, dated as of May 22, 2019, among Avon Products, Inc., Natura Cosméticos S.A., Nectarine Merger Sub I, Inc., Nectarine Merger Sub II, Inc. and Natura &Co Holding S.A. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2019).
2.3		Amendment Number Two, dated as of November 5, 2019, to the Agreement and Plan of Mergers, dated as of May 22, 2019, among Avon Products, Inc., Natura Cosméticos S.A., Nectarine Merger Sub I, Inc., Nectarine Merger Sub II, Inc. and Natura &Co Holding S.A. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2019).
3.1		Amended and Restated Certificate of Incorporation of Avon Products, Inc.
3.2		Amended and Restated Bylaws of Avon Products, Inc.
99.1		Press Release, dated January 3, 2020, issued by Avon Products, Inc.
99.2		Press Release, dated January 3, 2020, issued by Natura &Co Holding S.A.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

RESTATED CERTIFICATE OF INCORPORATION

AVON PRODUCTS, INC.

Under Section 807 of the

Business Corporation Law

FIRST: The name of the corporation is Avon Products, Inc. (the “Corporation”). The name under which the Corporation was formed is California Perfume Company, Inc.

SECOND: The Certificate of Incorporation of the Corporation was originally filed with the Department of State of the State of New York on January 27, 1916.

THIRD: Pursuant to an agreement and plan of mergers dated as of May 22, 2019, Nectarine Merger Sub II, Inc. merged into the Corporation on January 3, 2020 and, as a result of the merger and the other transactions contemplated by the agreement and plan of mergers, all of the issued and outstanding shares of the stock of the Corporation, being 550,890,788 shares of common stock of the Corporation, were cancelled and converted into (i) 100 shares of common stock owned by Nectarine Merger Sub I, Inc. and (ii) 1.34 shares of common stock owned by Avon International Operations, Inc.

FOURTH: The restatement of the Certificate of Incorporation of the Corporation herein provided for was authorized by the written consent of the holders of outstanding shares of the Corporation entitled to vote on the said restatement of the Certificate of Incorporation having not less than the minimum requisite proportion of votes, which has been given in accordance with § 615 of the Business Corporation Law of New York. Written notice has been given as and to the extent required by § 615.

FIFTH: The Certificate of Incorporation of the Corporation is hereby amended or changed to effect one or more changed authorized by the Business Corporation Law of the State of New York to: change the section formatting; delete the Article headers; to delete Articles III.A, III.B, IIIC (sic) and V; to change the capitalization of the Corporation by changing the number of authorized shares of stock of the Corporation from 1,525,000,000 shares (of which (i) 1,500,000,000 shares, par value $0.25 per share, are Common Stock and (ii) 25,000,000 shares, par value $1.00 per share, are Preferred Stock), to 1,000 shares of Common Stock of the Corporation, par value $0.01 per share; to change the name and address of the agent for service of process; and to change certain powers and rights to indemnification of the board of directors.

SIXTH: In order to accomplish the foregoing:

i.		the Article headers are deleted;
ii.		Articles I, IV, II, III, VI, VIII and VII are redesignated paragraphs FIRST, SECOND, THIRD, FOURTH, SIXTH, SEVENTH, and NINTH respectively;
iii.		Articles III.A, III.B, IIIC (sic) and V relating to the Series B Junior Participating Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and the number of directors of the Corporation are deleted from the Certificate of Incorporation;
iv.		Article I (relating to the name of the Corporation) of the Certificate of Incorporation will be replaced in its entirety to read as set forth in paragraph “FIRST” of the Restated Certificate of Incorporation of the Corporation (the “Restated Certificate”);
v.		Article IV (relating to the office of the Corporation) of the Certificate of Incorporation will be replaced in its entirety to read as set forth in paragraph “SECOND” of the Restated Certificate;
vi.		Article II (relating to the purposes of the Corporation) of the Certificate of Incorporation will be replaced in its entirety to read as set forth in paragraph “THIRD” of the Restated Certificate;
vii.		Article III (relating to the capital stock of the Corporation) of the Certificate of Incorporation will be replaced in its entirety to read as set forth in paragraph “FOURTH” of the Restated Certificate;
viii.		A new paragraph “FIFTH” is added to add provisions relating to the powers of the board of directors of the Corporation;
ix.		Article VI (relating to the election of directors of the Corporation) of the Certificate of Incorporation will be replaced in its entirety to read as set forth in paragraph “SIXTH” of the Restated Certificate;
x.		Article VIII (relating to the personal liability of the directors of the Corporation) of the Certificate of Incorporation will be replaced in its entirety to read as set forth in paragraph “SEVENTH” of the Restated Certificate;
xi.		A new paragraph “EIGHTH” is added to add provisions relating to the rights of the Corporation to amend the Restated Certificate; and
xii.		Article VII (relating to the agent for service of process of the Corporation) of the Certificate of Incorporation will be replaced in its entirety to read as set forth in paragraph “NINTH” of the Restated Certificate.

SEVENTH: The Certificate of Incorporation of the Corporation is hereby restated as further amended or changed herein to read as follows:

RESTATED CERTIFICATE OF INCORPORATION

AVON PRODUCTS, INC.

January 3, 2020

FIRST: The name of the corporation is Avon Products, Inc. (the “Corporation”). The name under which the Corporation was formed is California Perfume Company, Inc.

SECOND: The office of the Corporation is to be located in the County of Rockland, State of New York.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the New York Business Corporation Law as the same exists or may hereafter be amended (the “NYBCL”). The Corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000, and the par value of each such share is $0.01.

FIFTH: The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.

SIXTH: Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

SEVENTH: (1) A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the NYBCL.

(2)(a) Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is

or was a director or officer of the Corporation or is or was serving in any capacity at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the NYBCL. The right to indemnification conferred in this ARTICLE SEVENTH shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by the NYBCL. The right to indemnification conferred in this ARTICLE SEVENTH shall be a contract right.

(b) The Corporation may, by action of its Board of Directors, provide indemnification to such of the directors, employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by the NYBCL.

(3) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the NYBCL.

(4) The rights and authority conferred in this ARTICLE SEVENTH shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

(5) Neither the amendment nor repeal of this ARTICLE SEVENTH, nor the adoption of any provision of this Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by the NYBCL, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

(6) If the NYBCL is amended hereafter to limit the liability of a director, then the liability of a person who is or was a director of the Corporation shall be deemed to be limited to the extent permitted by the NYBCL, as so amended.

EIGHTH: The Corporation reserves the right to amend this Certificate of Incorporation in any manner permitted by the NYBCL and all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power.

NINTH: The Secretary of State is designated as the agent of the Corporation upon whom process in any action or proceeding against it may be served; and the address to which the Secretary of State shall mail a copy of any process against the Corporation which may be served upon him pursuant to law is 1 Avon Place, Suffern, NY 10901.

IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Incorporation as of this 3rd day of January, 2020.

	AVON PRODUCTS, INC.


	By:	/s/ Ginny Edwards
		Name: Ginny Edwards
		Title: Vice President, Interim General Counsel
		and Corporate Secretary

BYLAWS

AVON PRODUCTS, INC.

^{* * * * *}

As of January 3, 2020

ARTICLE 1

OFFICES

Section 1.01. Registered Office. The registered office of the Corporation shall be 1 Avon Place, Suffern, NY 10901.

Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of New York as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 1.03. Books and Records. (a) There shall be kept at one or more offices of the Corporation, within or without the State of New York, correct and complete books and records of account and minutes of the proceedings of the shareholders, the Board of Directors and the executive committee, if any.

(b) The stock records may be kept either at the office of the Corporation or at the office of its transfer agent or registrar in the State of New York, if any, and shall contain the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

ARTICLE 2

MEETINGS OF SHAREHOLDERS

Section 2.01. Time and Place of Meetings. All meetings of shareholders shall be held at such place, either within or without the State of New York, on such date and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a designation by the Board of Directors).

Section 2.02. Annual Meetings. Unless directors are elected by written consent in lieu of an annual meeting as permitted by the Business Corporation Law of the State of New York as the same exists or may hereafter be amended

(“New York Law”), an annual meeting of shareholders shall be held for the election of directors and to transact such other business as may properly be brought before the meeting at such date and time as may be designated by the Board from time to time. Shareholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

Section 2.03. Special Meetings. Special meetings of shareholders may be called by the Board of Directors or the Chairman of the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding capital stock of the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.04. Notice of Meetings and Adjourned Meetings; Waivers of Notice. (a) Whenever shareholders are required or permitted to take any action at a meeting, a written or electronic notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called and an indication that the notice is being issued by or at the direction of the person or persons calling the meeting. Unless otherwise provided by New York Law, such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at such meeting. Unless these bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

(b) A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted at

any special meeting of shareholders shall be limited to the purposes stated in the notice.

Section 2.05. Quorum. Unless otherwise provided under the certificate of incorporation or these bylaws and subject to New York Law, the presence, in person or by proxy, of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote at a meeting of shareholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the shareholders, a majority in voting interest of the shareholders present in person or represented by proxy may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.06. Voting. (a) Unless otherwise provided in the certificate of incorporation and subject to New York Law, each shareholder shall be entitled to one vote for each outstanding share of capital stock of the Corporation held by such shareholder. Any share of capital stock of the Corporation held by the Corporation shall have no voting rights. Except as otherwise provided by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of the majority of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders.

(b) Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such shareholder by proxy, appointed by an instrument in writing, subscribed by such shareholder or by his attorney thereunto authorized, or by proxy sent by cable, telegram or by any means of electronic communication permitted by law, which results in a writing from such shareholder or by his attorney, and delivered to the secretary of the meeting. No proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period.

(c) In determining the number of votes cast for or against a proposal or nominee, shares abstaining from voting on a matter will not be treated as a vote cast.

(d) A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat, or prior thereto, by any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to

vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

Section 2.07. Action by Consent. (a) Unless otherwise provided in the certificate of incorporation and subject to the proviso in Section 2.02, any action required to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in New York, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of shareholders to take the action were delivered to the Corporation as provided in Section 2.07(b).

(b) Every written consent shall bear the date of signature of each shareholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this section and New York Law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in New York, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Section 2.08. Organization. At each meeting of shareholders, the Chairman of the Board, if one shall have been elected, or in the Chairman’s absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting, shall act as chairman of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

Section 2.09. Order of Business. The order of business at all meetings of shareholders shall be as determined by the chairman of the meeting.

ARTICLE 3

DIRECTORS

Section 3.01. General Powers. Except as otherwise provided in New York Law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 3.02. Number, Election and Term of Office. (a) The number of directors which shall constitute the whole Board shall be fixed from time to time by resolution of the Board of Directors but shall not be less than one. The directors shall be elected at the annual meeting of the shareholders by written ballot, except as provided in Section 2.02 and Section 3.12 herein, and each director so elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be shareholders.

(b) Subject to the rights of the holders of any series of preferred stock to elect additional directors under specific circumstances, directors shall be elected by a plurality of the votes of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Section 3.03. Quorum and Manner of Acting. Unless the certificate of incorporation or these bylaws require a greater number, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.04. Time and Place of Meetings. The Board of Directors shall hold its meetings at such place, either within or without the State of New York, and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a determination by the Board of Directors).

Section 3.05. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of shareholders, on the

same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the State of New York, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 3.06. Regular Meetings. After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 3.07. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Chairman of the Board, President or Secretary on the written request of any of the directors. Notice of special meetings of the Board of Directors shall be given to each director at least one calendar day before the date of the meeting in such manner as is determined by the Board of Directors.

Section 3.08. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to any of the following matters: (a) approving or adopting, or recommending to the shareholders, any action or matter expressly required by New York Law to be submitted to the shareholders for approval, (b) adopting, amending or repealing any bylaw of the Corporation or (c) any other action or matter where New York Law prohibits the delegation of authority to a committee with regards to such action or matter. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 3.09. Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may

be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.10. Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.11. Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.12. Vacancies. Unless otherwise provided in the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all the shareholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director so chosen shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in accordance with New York Law. Unless otherwise provided in the certificate of incorporation, when one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies.

Section 3.13. Removal. Any director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation then

entitled to vote at any election of directors and the vacancies thus created may be filled in accordance with Section 3.12 herein.

Section 3.14. Compensation. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

ARTICLE 4

OFFICERS

Section 4.01. Principal Officers. The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary who shall have the duty, among other things, to record the proceedings of the meetings of shareholders and directors in a book kept for that purpose. The Corporation may also have such other principal officers, including one or more Controllers, as the Board may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices and perform the duties of President and Secretary.

Section 4.02. Election, Term of Office and Remuneration. The principal officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting thereof. Each such officer shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. The remuneration of all officers of the Corporation shall be fixed by the Board of Directors. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.

Section 4.03. Subordinate Officers. In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

Section 4.04. Removal. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by resolution adopted by the Board of Directors.

Section 4.05. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal officer if the Board of

Directors has delegated to such principal officer the power to appoint and to remove such officer). The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06. Powers and Duties. The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.

ARTICLE 5

Capital Stock

Section 5.01. Certificates for Stock; Uncertificated Shares. The shares of the Corporation shall be uncertificated, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be represented by certificates. Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of shares represented by certificates of the same class and series shall be identical. Any holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, or the President or Vice President, and by the Treasurer or an assistant Treasurer, or the Secretary or an assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form.

Section 5.02. Transfer of Shares. Shares of the stock of the Corporation may be transferred on the record of shareholders of the Corporation by the holder thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s duly authorized attorney and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived by the Corporation.

Section 5.03. Authority for Additional Rules Regarding Transfer. The Board of Directors shall have the power and authority to make all such rules and

regulations as they may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed, and may require of any shareholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form as they may deem expedient to indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against any claims arising in connection therewith.

ARTICLE 6

GENERAL PROVISIONS

Section 6.01. Fixing the Record Date. (a) In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by New York Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in New York, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by New York

Law, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.02. Dividends. Subject to limitations contained in New York Law and the certificate of incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.

Section 6.03. Year. The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

Section 6.04. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, New York”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 6.05. Voting of Stock Owned by the Corporation. The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of shareholders of any corporation (except this Corporation) in which the Corporation may hold stock.

Section 6.06. Amendments. These bylaws or any of them may be altered, amended or repealed, or new bylaws may be made, by the shareholders entitled to vote thereon at any annual or special meeting thereof or by the Board of Directors.

ARTICLE 7

INDEMNIFICATION

Section 7.01. Indemnification

(a) Any indemnification of a person under the certificate of incorporation, or advancement of expenses under the certificate of incorporation, shall be made promptly, and in any event within 60 days, upon the written request of such person.

(b) The right to indemnification or advancement of expenses granted by the certificate of incorporation shall be enforceable by the person in question in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within 60 days.

Avon announces Jan Zijderveld's

departure as the company opens a

new chapter in its history

NEWS PROVIDED BY

AVON Products, Inc. —

Jan 03, 2020, 05:00 ET

LONDON, Jan. 3, 2020 /PRNewswire/ -- Avon Products, Inc. (NYSE: AVP) ("Avon") announces that Jan Zijderveld will step down as Chief Executive Officer concurrent with the pending closing of the sale of the company to Natura &Co Holding S.A. (B3: NTCO3), as Avon embarks upon the next chapter in its 130-year history, joining the Natura &Co family of companies.

Mr. Zijderveld's departure is effective immediately upon closing, which is scheduled to occur later today, January 3, 2020, and he will hand over leadership to Natura &Co Executive Chairman Roberto Marques and the leadership team that will be announced soon after the closing of Natura &Co's acquisition of Avon, which was announced on May 22, 2019.

In his nearly two years at Avon's helm, Mr. Zijderveld has been instrumental in turning around the company through its Open Up strategy, which aims at making Avon the digital social selling beauty company by rebuilding the fundamentals and modernizing its model. This started with strengthening the brand proposition and driving price improvements. Reinvesting in Avon's beauty entrepreneurs and launching the digitization of the business, all the while enhancing productivity across the business, transforming its culture and restoring the relevance of this iconic business and brand.

A native of The Netherlands who has lived in eight countries on three continents, Mr. Zijderveld joined Avon in February 2018 after a 30-year career at Unilever NV/PLC, during which he was most recently a member of the Unilever Executive Committee and President of Unilever's European business, the company's largest operating business.

Avon, by joining a group that includes Natura, The Body Shop and Aesop, will become part of the world's fourth-biggest pure-play beauty company, reaching more than 200 million consumers worldwide through multiple channels. The group will have annual gross sales above US$10 billion, 6.3 million representatives and consultants, 3,200 stores and a presence in more than 100 countries.

Jan Zijderveld said: "The combination of Avon with Natura &Co is a transformational event and the right moment for Avon to start its next growth phase. I will leave Avon with a feeling of pride for what we have accomplished together with the company's talented and passionate people and teams. With the Open Up strategy, we have made significant progress in building a more stable foundation from which Avon can grow well into the future. We have modernized the brand, sharpened the portfolio and brought on-trend, innovative products to our consumers. Most importantly, we have put our passionate representatives back at the heart of everything we do, empowering them to grow their business and reach new consumers. Natura &Co is the right home for Avon to accelerate its Open Up strategy and continue to change women's lives, and I will be cheering from the sidelines."

Chan Galbato, chairman of the Board of Directors of Avon, added: "On behalf of the Board, I would like to express our thanks and sincere admiration to Jan for his tremendous accomplishments at Avon's helm and know he will do well in his future endeavors. The transaction we will soon conclude with Natura &Co is testament to his success in turning around the company through his Open Up strategy. He leaves a strong legacy on which to build, and Avon is well positioned to write a new chapter of its growth story with Natura &Co."

(AV-IR)

About Avon Products, Inc.

For more than 130 years Avon has stood for women: providing innovative, quality beauty products which are primarily sold to women, through women. Millions of independent sales 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. Learn more about Avon and its products at www.avonworldwide.com. #stand4her

Forward-Looking Statements

This press release contains "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties related to the pending acquisition of Avon by Natura &Co, as well as the other risks detailed in Avon's Annual Report on Form 10-K for the year ended December 31, 2018, and Avon's other fiIings with the Securities and Exchange Commission. Avon undertakes no obligation to update any statements in this press release for changes that happen after the date of this release.

SOURCE AVON Products, Inc.