AVP / Avon Products, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-4881 AVON PRODUCTS, INC. (Exact name of registrant as specified in its cha

Financial Statements and Exhibits, Other Events

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): August 7, 2023 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 Nu

AVON PRODUCTS, INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.950% NOTES DUE 2043 AND RELATED CONSENT SOLICITATION

Exhibit 99.1 AVON PRODUCTS, INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.950% NOTES DUE 2043 AND RELATED CONSENT SOLICITATION London, United Kingdom, August 7, 2023 — Avon Products, Inc. (“Avon,” the “Company” or “we”) announced today the final results in connection with its previously announced offer to purchase for cash (the “Tender Offer”) any and all of its

Financial Statements and Exhibits, Other Events

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): August 2, 2023 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 Nu

AVON PRODUCTS, INC. ANNOUNCES EARLY RESULTS OF TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.950% NOTES DUE 2043 AND RELATED CONSENT SOLICITATION

Exhibit 99.1 AVON PRODUCTS, INC. ANNOUNCES EARLY RESULTS OF TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.950% NOTES DUE 2043 AND RELATED CONSENT SOLICITATION London, United Kingdom, August 2, 2023 — Avon Products, Inc. (“Avon,” the “Company” or “we”) announced today the early tender results in connection with its previously announced offer to purchase for cash (the “Tender Offer”) any and all

AVON PRODUCTS, INC. ANNOUNCES SUCCESSFUL PASSING OF RELATED CONSENTS AND EXTENSION OF EARLY TENDER DATE FOR THE TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.950% NOTES DUE 2043 AND RELATED CONSENT SOLICITATION

Exhibit 99.1 AVON PRODUCTS, INC. ANNOUNCES SUCCESSFUL PASSING OF RELATED CONSENTS AND EXTENSION OF EARLY TENDER DATE FOR THE TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.950% NOTES DUE 2043 AND RELATED CONSENT SOLICITATION London, United Kingdom, July 24, 2023 — Avon Products, Inc. (“Avon,” the “Company” or “we”) announced today that it has extended the early tender date for its previously an

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): July 24, 2023 Avon Products, Inc.

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): July 24, 2023 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 Num

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): July 11, 2023 Avon Products, Inc.

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): July 11, 2023 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 Num

AVON PRODUCTS, INC. ANNOUNCES TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.950% NOTES DUE 2043 AND RELATED CONSENT SOLICITATION

Exhibit 99.1 AVON PRODUCTS, INC. ANNOUNCES TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.950% NOTES DUE 2043 AND RELATED CONSENT SOLICITATION London, United Kingdom, July 11, 2023 — Avon Products, Inc. (“Avon,” the “Company” or “we”) announced today that it has commenced an offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 6.950% Notes due 2043 (the “Notes”). In co

As filed with the Securities and Exchange Commission on May 25, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT AVON PRODUCTS, INC. (Exact name of registrant as specified in its chart

As filed with the Securities and Exchange Commission on May 25, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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Exhibit 1.01 Exhibit 1.01 – Conflict Minerals Report When used in this report, the terms “Natura &Co,” the “Company,” “we,” “our,” or “us” mean, unless the context otherwise indicates, Natura &Co Holding S.A. “Avon” means, unless the context otherwise indicates, Avon Products, Inc. and its consolidated subsidiaries. “Natura Cosméticos” means, unless the context otherwise indicates, Natura Cosmétic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _________________________ ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 OR ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS, INC. (Exa

Amendment Number One dated as of June 17, 2022, to the Intellectual Property License Agreement, dated as of March 1, 2016, among Avon Products, Inc., Avon International Operations, Inc., Avon NA IP LLC and New Avon LLC.

EXHIBIT 10.64 AMENDMENT NO. 1 TO THE INTELLECTUAL PROPERTY LICENSE AGREEMENT This AMENDMENT NO. 1 TO THE INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Amendment No. 1”), dated as of June 17, 2022 (the “Amendment Date”), is entered into by and among Avon Products, Inc., a New York corporation, Avon International Operations, Inc., a Delaware corporation, Avon NA IP LLC, a Delaware limited liability

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS, INC. (Exact na

Financial Statements and Exhibits, Other Events

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): December 14, 2022 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

Avon to build new world-class Research & Development operations in Brazil and Poland

Exhibit 99.1 Avon to build new world-class Research & Development operations in Brazil and Poland LONDON, Nov. 3, 2022 /PRNewswire/ - In order to further deliver its Global Innovation Programme and realise significant cost efficiencies, Avon will be establishing new Research and Development operations in Brazil and Poland, two of the largest markets in its business. As a result, the company will b

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _________________________ ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PROD

Financial Statements and Exhibits, Material Impairments, Costs Associated with Exit or Disposal Activities

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): November 3, 2022 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

Amendment Number One dated as of June 17, 2022, to the Intellectual Property License Agreement, dated as of March 1, 2016, among Avon Products, Inc., Avon International Operations, Inc., Avon NA IP LLC and New Avon LLC.

EXHIBIT 10.4 AMENDMENT NO. 1 TO THE INTELLECTUAL PROPERTY LICENSE AGREEMENT This AMENDMENT NO. 1 TO THE INTELLECTUAL PROPERTY LICENSE AGREEMENT (this ?Amendment No. 1?), dated as of June 17, 2022 (the ?Amendment Date?), is entered into by and among Avon Products, Inc., a New York corporation, Avon International Operations, Inc., a Delaware corporation, Avon NA IP LLC, a Delaware limited liability

Amendment Number One dated as of June 17, 2022, to the Intellectual Property License Agreement, dated as of March 1, 2016, among Avon Products, Inc., Avon International Operations, Inc., Avon NA IP LLC and New Avon LLC.

EXHIBIT 10.4 AMENDMENT NO. 1 TO THE INTELLECTUAL PROPERTY LICENSE AGREEMENT This AMENDMENT NO. 1 TO THE INTELLECTUAL PROPERTY LICENSE AGREEMENT (this ?Amendment No. 1?), dated as of June 17, 2022 (the ?Amendment Date?), is entered into by and among Avon Products, Inc., a New York corporation, Avon International Operations, Inc., a Delaware corporation, Avon NA IP LLC, a Delaware limited liability

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _________________________ ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS,

Financial Statements and Exhibits

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): June 29, 2022 Avon Products, Inc. (Exact Name of Registrant as Specified in Its Charter) New York I-4881 13-0544597 (State or Other Jurisdiction of Incorporation) (Commission File Num

Promissory Note dated as of June 29, 2022 between Avon Cosmetics Limited and Natura &Co Luxembourg Holdings S.à.r.l. (incorporated by reference to Exhibit 4.1 to Avon’s Current Report on Form 8-K filed on July 1, 2022).

Exhibit 4.1 PROMISSORY NOTE THIS PROMISSORY NOTE IS MADE WITH EFFECT AS OF JUNE 29, 2022 AT 12:00PM GMT (THE ?EFFECTIVE TIME?) FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Avon Cosmetics Limited, a company organized and existing in accordance with the laws of United Kingdom, with registered address at Nunn Mills Road, Northampton, NN1 5PA, United Kingdom (the ?Issu

As filed with the Securities and Exchange Commission on May 25, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT AVON PRODUCTS, INC. (Exact name of registrant as specified in its chart

As filed with the Securities and Exchange Commission on May 25, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

When used in this report, the terms “Natura &Co,” the “Company,” “we,” “our,” or “us” mean, unless the context otherwise indicates, Natura &Co Holding S.A. “Avon” means, unless the context otherwise indicates, Avon Products, Inc. and its consolidated

Exhibit 1.01 Exhibit 1.01 ? Conflict Minerals Report When used in this report, the terms ?Natura &Co,? the ?Company,? ?we,? ?our,? or ?us? mean, unless the context otherwise indicates, Natura &Co Holding S.A. ?Avon? means, unless the context otherwise indicates, Avon Products, Inc. and its consolidated subsidiaries. ?Natura Cosm?ticos? means, unless the context otherwise indicates, Natura Cosm?tic

Financial Statements and Exhibits

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): May 17, 2022 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 Numb

Promissory Note dated as of May 17, 2022 between Avon Products, Inc. and Natura &Co UK Holdings Plc (incorporated by reference to Exhibit 4.1 to Avon’s Current Report on Form 8-K filed on May 23, 2022).

EXHIBIT 4.1 PROMISSORY NOTE Date: May 17, 2022 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Avon Products, Inc., a corporation organized under the laws of the state of New York, having its registered office at 1 Avon Place, Suffern, NY 10901, USA (the ?Issuer?), hereby unconditionally promises to pay to the order of Natura &Co UK Holdings Plc, a company organized a

Promissory Note dated as of May 17, 2022 between Avon Cosmetics Limited and Natura &Co UK Holdings Plc (incorporated by reference to Exhibit 4.2 to Avon’s Current Report on Form 8-K filed on May 23, 2022).

Exhibit 4.2 PROMISSORY NOTE Date: May 17, 2022 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Avon Cosmetics Limited, a company organized and existing in accordance with the laws of United Kingdom, with registered address at Nunn Mills Road, Northampton, NN1 5PA, United Kingdom (the ?Issuer?), hereby unconditionally promises to pay to the order of Natura &Co UK Holdi

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _________________________ ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31,

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS, INC. (Exact na

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _________________________ ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PROD

&Co UK Holdings P.L.C., in the presence of Avon Luxembourg Holdings S.À R.L.

Exhibit 2.1 SHARE SALE & PURCHASE AGREEMENT THIS SHARE SALE & PURCHASE AGREEMENT (THE ?AGREEMENT?) IS MADE WITH EFFECT AS OF JULY 1, 2021 AT 5:00 P.M. CENTRAL EASTERN TIME (THE ?EFFECTIVE DATE?). BY AND BETWEEN: 1.AVON COSMETICS LIMITED, a private limited company incorporated in England and Wales with registered number 00592235 and whose registered office is at Nunn Mills Road, Northampton, NN1 5P

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _________________________ ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS,

As filed with the Securities and Exchange Commission on May 28, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT AVON PRODUCTS, INC. (Exact name of registrant as specified in its chart

SD 1 dp152019sd.htm FORM SD As filed with the Securities and Exchange Commission on May 28, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT AVON PRODUCTS, INC. (Exact name of registrant as specified in its charter) New York 1-4881 13-0544597 (State or Other Jurisdiction of Incorporation or Organization) (Commission file number) (I.

2

EX-1.01 2 dp152019ex-0101.htm EXHIBIT 1.01 Exhibit 1.01 Exhibit 1.01 – Conflict Minerals Report When used in this report, the terms “Natura &Co,” the “Company,” “we,” “our,” or “us” mean, unless the context otherwise indicates, Natura &Co Holding S.A. “Avon” means, unless the context otherwise indicates, Avon Products, Inc. and its consolidated subsidiaries. “Natura Cosméticos” means, unless the c

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS

Other Events

8-K 1 dp1494948k.htm FORM 8-K 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): April 16, 2021 Avon Products, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 1-4881 13-0544597 (State or Other Jurisdiction of Inco

Sixth Amendment to Avon Products, Inc Deferred Compensation Plan

Exhibit 10.83 SIXTH AMENDMENT TO AVON PRODUCTS, INC. DEFERRED COMPENSATION PLAN This SIXTH AMENDMENT is made to the Avon Products, Inc. Deferred Compensation Plan, as amended from time to time (the ?Plan?), by AVON PRODUCTS, INC., a corporation duly organized and existing under the laws of the State of New York (the ?Company?). INTRODUCTION Pursuant to Section 14.1 of the Plan, the Company has res

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS, INC. (Exact na

Loan, dated as November 2, 2020, between Avon International Operations, Inc, as Issuer, and Natura &Co International S.A. SRL, as Holder.

Exhibit 4.7 PROMISSORY NOTE THIS PROMISSORY NOTE IS MADE WITH EFFECT AS OF NOVEMBER 2, 2020 AT : A.M EST (the ?effective TIME?) USD 960,000,000 (nine hundred sixty million US Dollars) (the ?Principal Amount?) WHEREAS, Natura &Co International S.a r.l., a private limited liability company (soci?t? ? responsabilit? limit?e) duly incorporated and validly existing under the laws of the Grand Duchy of

First Amendment, dated March 4, 2021 to Credit Agreement between Natura &Co International S.à r.l, as lender, and Avon Luxembourg Holdings S.à r.l, as borrower

Exhibit 4.9 March , 2021 This Amendment Number One (?Amendment?) to the Facility, is effective as of March , 2021 and is executed by and among Natura &Co International S.? r.l,, with registered office at 8-10 Avenue de la Gare L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 241376 (?Lender?) and Avon Luxembourg Holdings S.? r

Eleventh Supplemental Indenture, dated January 21, 2021, between Avon Products, Inc, as Issuer, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to Avon’s Current Report on Form 8-K filed on January 26, 2021).

Exhibit 4.1 AVON PRODUCTS, INC., as Issuer 5.000% NOTES DUE 2023 ELEVENTH SUPPLEMENTAL INDENTURE Dated as of January 21, 2021 To INDENTURE Dated as of February 27, 2008 Deutsche Bank Trust Company Americas, as Trustee ELEVENTH SUPPLEMENTAL INDENTURE, dated as of the 21st day of January, 2021, between AVON PRODUCTS, INC., a corporation duly organized and existing under the laws of the State of New

Entry into a Material Definitive Agreement - FORM 8-K

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 21, 2021 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

Quarterly Report - 10-Q

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PROD

Credit Agreement, dated May 13, 2020, between Natura &Co International S.à r.l, as lender, and Avon Luxembourg Holdings S.à r.l, as borrower (incorporated by reference to Exhibit 10.1 to Avon Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).

Exhibit 10.1 May 13, 2020 Effective as of May 13, 2020, Natura &Co International S.à r.l, 6, rue Eugène Ruppert, L – 2453 Luxembourg (“Lender”) has agreed to enter into a US$100,000,000 equivalent value, multi-currency uncommitted Revolving Credit Facility (“Facility”) with Avon Luxembourg Holdings S.à r.l, a private limited company, with registered office at 8-10, Avenue de la Gare, L-1610 Luxemb

Other Events

8-K 1 dp1401058k.htm FORM 8-K 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): November 2, 2020 Avon Products, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 1-4881 13-0544597 (State or Other Jurisdiction of In

Other Events - FORM 8-K

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): October 8, 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 N

Quarterly Report - 10-Q

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS,

Other Events

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): June 26, 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 Num

Other Events

8-K 1 dp1301588k.htm FORM 8-K 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): June 12, 2020 Avon Products, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 1-4881 13-0544597 (State or Other Jurisdiction of Incor

Other Events

8-K 1 dp1299298k.htm FORM 8-K 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): June 9, 2020 Avon Products, Inc. (Exact Name of Registrant as Specified in Its Charter) New York 1-4881 13-0544597 (State or Other Jurisdiction of Incorp

The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD

Exhibit 1.01 – Conflict Minerals Report When used in this report, the terms "Avon," the "Company," "we," "our" or "us" mean, unless the context otherwise indicates, Avon Products, Inc. and its consolidated subsidiaries. This Conflict Minerals Report is an exhibit to Avon’s Form SD filed with the Securities and Exchange Commission on May 28, 2020 and should be read in conjunction with our Form SD.

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT AVON PRODUCTS, INC. (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation or organization) 1-4881 Commission file number 13-0544597 (IRS Employer Identification No.) Building 6, Chiswick Park, London W4 5HR, UK (Address of principal e

Quarterly Report - 10-Q

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS

Avon FY 2019 Performance and Strategy Review A year of execution with deliberate actions and visible progress to date CREATING REBOOTING INCREASING SIMPLIFYING VALUE DIRECT SELLING ACCESS Restoring Improving Average Accelerating Drive down cost Brand

avon2019earningsslides Avon FY 2019 Performance and Strategy Review A year of execution with deliberate actions and visible progress to date CREATING REBOOTING INCREASING SIMPLIFYING VALUE DIRECT SELLING ACCESS Restoring Improving Average Accelerating Drive down cost Brand Rep Sales and Digitalizing and improve Relevance stabilizing Active Reps the business margin and Cash Price / Mix Average Rep Sales Digital tools Free Cash Flow +8% +4% acceleration +$164mm vs -$1mm in PY C$ Adj.

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8-kearningsforq42019ma.htm 8-K 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): March 5, 2020 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction o

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS, INC. (Exact na

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G, dated February 13, 2020 (the “Schedule 13G”), with respect to the Common Stock of Avon Products, Inc.

AVP / Avon Products, Inc. / DYNAMO INTERNACIONAL GESTAO DE RECURSOS LTDA. - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 ss165799sc13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Avon Products Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 054303102 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

AVP / Avon Products, Inc. / LMM LLC - MILLER VALUE PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Avon Products, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 054303102 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

AVP / Avon Products, Inc. 15-12B - - FORM 15-12B

15-12B 1 dp1196351512b-common.htm FORM 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-4881 AVON PRODUCTS, INC. (Ex

AVP / Avon Products, Inc. 15-12B - - FORM 15-12B

15-12B 1 dp1196361512b-notes.htm FORM 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-4881 AVON PRODUCTS, INC. (Exa

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 17, 2020, pursuant to the provisions of Rule 12d2-2 (a).

AVP / Avon Products, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1

S-8 POS 1 s8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. 333-231589 Registration No. 333-231159 Registration No. 333-222875 Registration No. 333-211651 Registration No. 333-206567 Registration No. 333-188954 Registration No. 333-167174 Registration No. 333-129866 Registration No. 333-43820 Registration No. 333-65989

AVP / Avon Products, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1

As filed with the Securities and Exchange Commission on January 3, 2020 Registration No.

AVP / Avon Products, Inc. S-8 POS - -

As filed with the Securities and Exchange Commission on January 3, 2020 Registration No.

AVP / Avon Products, Inc. S-8 POS - -

S-8 POS 1 s8pos.htm As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. 333-231589 Registration No. 333-231159 Registration No. 333-222875 Registration No. 333-211651 Registration No. 333-206567 Registration No. 333-188954 Registration No. 333-167174 Registration No. 333-129866 Registration No. 333-43820 Registration No. 333-65989 UNITED STATES SECURITIES AND E

Avon announces Jan Zijderveld's

Exhibit 99.1 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

(incorporated by reference to Exhibit 3.2 to Avon's Current Report on Form 8-K filed on January 3, 2020).

Exhibit 3.2 BYLAWS OF 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

Restated Certificate of Incorporation of Avon Products, Inc. (incorporated by reference to Exhibit 3.1 to Avon's Current Report on Form 8-K filed on January 3, 2020).

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF 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 t

AVP / Avon Products, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1

As filed with the Securities and Exchange Commission on January 3, 2020 Registration No.

AVP / Avon Products, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1

S-8 POS 1 s8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. 333-231589 Registration No. 333-231159 Registration No. 333-222875 Registration No. 333-211651 Registration No. 333-206567 Registration No. 333-188954 Registration No. 333-167174 Registration No. 333-129866 Registration No. 333-43820 Registration No. 333-65989

AVP / Avon Products, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1

S-8 POS 1 s8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. 333-231589 Registration No. 333-231159 Registration No. 333-222875 Registration No. 333-211651 Registration No. 333-206567 Registration No. 333-188954 Registration No. 333-167174 Registration No. 333-129866 Registration No. 333-43820 Registration No. 333-65989

Natura &Co to Close Acquisition of Avon, Creating the World’s Fourth-Largest Pure-Play Beauty Group

Exhibit 99.2 Natura &Co to Close Acquisition of Avon, Creating the World’s Fourth-Largest Pure-Play Beauty Group Senior leadership team to be appointed to drive new chapter of growth NEWS PROVIDED BY Natura &Co — Jan 03, 2020, 07:14 ET SÃO PAULO, Jan. 3, 2020 /PRNewswire/ - Natura &Co (NTCO3 – B3) announces that it expects to close today the acquisition of Avon Products, Inc. and appoint the new s

AVP / Avon Products, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1

S-8 POS 1 s8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. 333-231589 Registration No. 333-231159 Registration No. 333-222875 Registration No. 333-211651 Registration No. 333-206567 Registration No. 333-188954 Registration No. 333-167174 Registration No. 333-129866 Registration No. 333-43820 Registration No. 333-65989

AVP / Avon Products, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1

As filed with the Securities and Exchange Commission on January 3, 2020 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 N

AVP / Avon Products, Inc. S-8 POS - - POST-EFFECTIVE AMENDMENT NO. 1

S-8 POS 1 s8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. 333-231589 Registration No. 333-231159 Registration No. 333-222875 Registration No. 333-211651 Registration No. 333-206567 Registration No. 333-188954 Registration No. 333-167174 Registration No. 333-129866 Registration No. 333-43820 Registration No. 333-65989

Unregistered Sales of Equity Securities

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): December 30, 2019 AVON PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-04881 13-0544597 (State or Other Jurisdiction of Incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

— 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): December 19, 2019 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 Fi

Avon Declares Special Cash Dividend

Exhibit 99.1 Avon Declares Special Cash Dividend NEW YORK, December 24, 2019 – The Board of Directors of Avon Products, Inc. (NYSE: AVP) (the “Company”) today approved a one-time special cash dividend on the Company’s common stock and Series C Preferred Stock (on an as-converted to common stock basis) of $0.01604429 per share (the “Special Dividend”) in connection with the previously announced pro

Financial Statements and Exhibits, Other Events

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): December 24, 2019 AVON PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-04881 13-0544597 (State or Other Jurisdiction of Incorporation) (Commission F

Financial Statements and Exhibits, Other Events

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): December 19, 2019 AVON PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 1-04881 13-0544597 (State or Other Jurisdiction of Incorporation) (Commission Fil

NATURA &CO RECEIVES ALL REGULATORY APPROVALS REQUIRED TO COMPLETE ACQUISITION OF AVON

Exhibit 99.1 NATURA &CO RECEIVES ALL REGULATORY APPROVALS REQUIRED TO COMPLETE ACQUISITION OF AVON São Paulo, December 19th, 2019 – Natura &Co Holding S.A. (NTCO3 – B3) and Avon Products, Inc. (AVP – NYSE) announce that they have received all regulatory approvals required to complete Natura &Co’s acquisition of Avon Products, Inc., paving the way for the closing of the transaction expected on Janu

Avon Receives Shareholder Approval for Proposed Acquisition by Natura &Co

Exhibit 99.1 Avon Receives Shareholder Approval for Proposed Acquisition by Natura &Co LONDON, November 13, 2019 /PRNewswire/ - Avon Products, Inc. (NYSE: AVP) (“Avon”) today announced that, at a special meeting held on November 13, 2019 in Suffern, NY, its shareholders approved the previously announced proposed acquisition of Avon by Natura &Co Holding S.A. (“Natura &Co”), a new holding company f

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): November 13, 2019 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

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc.

AVP / Avon Products, Inc. 425 - Merger Prospectus -

false000000886800000088682019-10-212019-10-21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Other Events

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): November 6, 2019 AVON PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-04881 13-0544597 (State or Other Jurisdiction of Incorporation) (Commission Fi

AVP / Avon Products, Inc. 425 - Merger Prospectus -

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): November 6, 2019 AVON PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-04881 13-0544597 (State or Other Jurisdiction of Incorporation) (Commission Fi

Other Events

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): November 6, 2019 AVON PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-04881 13-0544597 (State or Other Jurisdiction of Incorporation) (Commission Fi

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

425 1 dp115611425.htm FORM 425 Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Commission File No. for Registration Statement on Form F-4 filed by Natura &Co Holding S.A.: 333-233910 The following documents were filed by Natura&Co Holding S.A. under Form 6-K on November 5, 2019. Natura &Co Holding S.A. is refiling such documents p

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm 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): November 5, 2019 AVON PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-04881 13-0544597 (State or Other Jurisdiction of Incorporati

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.

Exhibit 2.1 AMENDMENT NUMBER TWO TO AGREEMENT AND PLAN OF MERGERS This Amendment Number Two (this “Amendment”) to the Agreement and Plan of Mergers, dated as of May 22, 2019 (the “Merger Agreement”), by and among Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) (“Parent”), Avon Products, Inc., a New York corporation (the “Company”), Nectarine Merger Sub I, Inc., a Delaware corpo

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 Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2019).

Exhibit 2.1 AMENDMENT NUMBER TWO TO AGREEMENT AND PLAN OF MERGERS This Amendment Number Two (this “Amendment”) to the Agreement and Plan of Mergers, dated as of May 22, 2019 (the “Merger Agreement”), by and among Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) (“Parent”), Avon Products, Inc., a New York corporation (the “Company”), Nectarine Merger Sub I, Inc., a Delaware corpo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 5, 2019 AVON PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 001-04881 13-0544597 (State or Other Jurisdiction of Incorporation) (Commission Fi

Avon Reports Third-Quarter 2019 Results Focus on productivity continues to drive significant Profit and Cash Flow improvements

EX-99.1 2 exhibit991q3.htm EX-99.1 Exhibit 99.1 Avon Reports Third-Quarter 2019 Results Focus on productivity continues to drive significant Profit and Cash Flow improvements LONDON, October 31, 2019 - Avon Products, Inc. (NYSE:AVP) today announced its results for the quarter ended September 30, 2019. THREE MONTHS ENDED SEPTEMBER 30, 2019 Change vs 3Q18 Reported (GAAP) Adjusted1 (Non-GAAP) Reporte

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 31, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Numb

Quarterly Report - 10-Q

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PROD

Amendment, dated September 30, 2019, to Miguel Fernandez Relocation Letter dated August 6, 2018

Exhibit 10.1 [Letter head] Private and Confidential September 30th 2019 Miguel Fernandez RELOCATION ASSISTANCE Dear Miguel: This letter confirms an extension of certain relocation assistance relating to your permanent relocation to the United Kingdom from Mexico in connection with your employment with Avon Cosmetics Limited, a wholly owned subsidiary of Avon Products, Inc. (collectively for purpos

Amendment, dated September 30, 2019, to Jonathan Myers Employment Offer Letter and Contract of Employment Agreement effective September 1, 2017 (incorporated by reference to Exhibit 10.2 to Avon's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

Exhibit 10.2 [Letterhead] Private and Confidential September 30th 2019 Jonathan Myers RELOCATION ASSISTANCE Dear Jonathan: This letter confirms an extension of certain relocation assistance in connection with your employment with Avon Cosmetics Limited, a wholly owned subsidiary of Avon Products, Inc. (collectively for purposes of this letter, “Avon”). This letter is an update to the offer letter

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura &Co Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Commission File No. for Registration Statement on Form F-4 filed by Natura &Co Holding S.A.: 333-233910 The following is a notice to the market issued by Natura Cosméticos S.A. and Natura &Co Holding S.A. on October 18, 2019: NATURA COSMÉTICOS S.A. NA

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc.

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

425 1 dp114306425.htm FORM 425 Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Commission File No. for Registration Statement on Form F-4 filed by Natura&Co Holding S.A.: 333-233910 The following documents were filed by Natura &Co Holding S.A. under Form 6-K on October 16, 2019. Natura &Co Holding S.A. is refiling such documents p

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura&Co Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Commission File No. for Registration Statement on Form F-4 filed by Natura&Co Holding S.A.: 333-233910 The following is a press release issued by Natura &Co on October 4, 2019: PRESS RELEASE Natura &Co and Avon take important steps towards closing São

AVP / Avon Products, Inc. DEFM14A - - DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Commission File No. for Registration Statement on Form F-4 filed by Natura &Co Holding S.A.: 333-233910 The following communication was made available

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Commission File No. for Registration Statement on Form F-4 filed by Natura &Co Holding S.A.: 333-233910 The following communication was made available

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

425 1 dp114078425.htm FORM 425 Filed by Natura&Co Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Commission File No. for Registration Statement on Form F-4 filed by Natura&Co Holding S.A.: 333-233910 The following is a notice to the market issued by Natura Cosméticos S.A. on October 4, 2019: NATURA COSMÉTICOS S.A. NA

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm 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): October 3, 2019 AVON PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 1-4881 13-0544597 (State or Other Jurisdiction of Incorporation)

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.

Exhibit 2.1 AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGERS This Amendment Number One (this “Amendment”) to the Agreement and Plan of Mergers, dated as of May 22, 2019 (the “Merger Agreement”), by and among Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) (“Parent”), Avon Products, Inc., a New York corporation (the “Company”), Nectarine Merger Sub I, Inc., a Delaware corpo

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 Exhibit 2.1 to Avon's Current Report on Form 8-K filed on October 4, 2019).

EX-2.1 2 ex2-1.htm AMENDMENT NUMBER 1 Exhibit 2.1 AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGERS This Amendment Number One (this “Amendment”) to the Agreement and Plan of Mergers, dated as of May 22, 2019 (the “Merger Agreement”), by and among Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) (“Parent”), Avon Products, Inc., a New York corporation (the “Company”), Nectarin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 4, 2019 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 N

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura&Co Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Commission File No. for Registration Statement on Form F-4 filed by Natura&Co Holding S.A.: 333-233910 The following is a notice to the market issued by Natura Cosméticos S.A. on October 2, 2019: NATURA COSMÉTICOS S.A. NATURA &CO HOLDING S.A. Publicly

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura&Co Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Commission File No. for Registration Statement on Form F-4 filed by Natura&Co Holding S.A.: 333-233910 The following is a press release issued by Natura Cosméticos S.A. on October 2, 2019: Natura Cosméticos S.A. Announces Expiration and Receipt of Requ

Entry into a Material Definitive Agreement

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): October 2, 2019 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 N

Tenth Supplemental Indenture, dated October 2, 2019, between Avon Products, Inc., as Issuer, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to Avon's Current Report on Form 8-K filed on October 2, 2019).

EX-4.1 2 a19-41ex4point1.htm TENTH SUPPLEMENTAL INDENTURE AVON PRODUCTS, INC., as Issuer 6.950% NOTES DUE 2043 TENTH SUPPLEMENTAL INDENTURE Dated as of October 2, 2019 To INDENTURE Dated as of February 27, 2008 Deutsche Bank Trust Company Americas, as Trustee TENTH SUPPLEMENTAL INDENTURE, dated as of the 2nd day of October, 2019, between AVON PRODUCTS, INC., a corporation duly organized and existi

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Commission File No. for Registration Statement on Form F-4 filed by Natura &Co Holding S.A.: 333-233910 The following communication was sent to certain personnel of Avon

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura &Co Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following is a press release by Natura Cosméticos S.A. on September 25, 2019: Natura Cosméticos S.A. Announces Consent Solicitation for the Avon Products, Inc. 6.950% Notes due 2043 São Paulo, Brazil, September 25, 2019 — Natura Cosméticos S.A.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 19, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Nu

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Below are excerpts from a transcript of a video made available by Avon Products, Inc. (“Avon”) to employees of Avon on September 16, 2019. Jan Zijderve

AVP / Avon Products, Inc. / DYNAMO INTERNACIONAL GESTAO DE RECURSOS LTDA. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. []* Avon Products, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 054303102 (CUSIP Number) August 15, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G, dated September 10, 2019 (the “Schedule 13G”), with respect to the Common Stock of Avon Products, Inc.

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Below are excerpts from a transcript of a presentation given by Gustavo Arnal, Chief Financial Officer of Avon Products, Inc. (“Avon”), at the Barclays

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following communication was made available by Avon Products, Inc. via social media channels on August 28, 2019. Video begins with an animation of a

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following communication was made available by Avon Products, Inc. at an employee town hall webcast held on August 6, 2019. Video begins with various vintage advertis

AVP / Avon Products, Inc. / Opportunity Gestao De Investimentos E Recursos Ltda. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AVON PRODUCTS, INC. (Name of Issuer) Common Stock, par value $0.25 per share (Title of Class of Securities) 054303102 (CUSIP Number) June 7, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Below are excerpts from a transcript of the Q2 2019 Avon Products, Inc. (“Avon”) Earnings Conference Call that occurred on August 1, 2019. An audio replay of this presen

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following information was made available as part of the Avon Products, Inc. (“Avon”) Q2 2019 Earnings Conference Call presentation on August 1, 2019 and was posted o

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kq2.htm 8-K 2019 Q2 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): August 1, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorpora

Avon Reports Second-Quarter 2019 Results Pricing and Productivity drive Profitability and Cash Flow improvements GAAP Operating Margin down 130 bps; Adjusted1 Operating Margin up 190 bps

Exhibit 99.1 Avon Reports Second-Quarter 2019 Results Pricing and Productivity drive Profitability and Cash Flow improvements GAAP Operating Margin down 130 bps; Adjusted1 Operating Margin up 190 bps LONDON, August 1, 2019 - Avon Products, Inc. (NYSE:AVP) today announced its results for the quarter ended June 30, 2019. THREE MONTHS ENDED JUNE 30, 2019 Change vs 2Q18 Reported (GAAP) Adjusted1 (Non-

Form of Stock Option Award Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (Amended and Restated as of May 16, 2019) (incorporated by reference to Exhibit 10.7 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

EX-10.7 6 ex107.htm FORM OF STOCK OPTION AWARD AGREEMENT UNDER THE AVON PRODUCTS, INC 2016 OMNIBUS Exhibit 10.7 AVON PRODUCTS, INC. 2016 OMNIBUS INCENTIVE PLAN STOCK OPTION AGREEMENT 1. Grant of Option. Pursuant to the provisions of its 2016 Omnibus Incentive Plan (as amended and restated from time to time, the “Plan”), Avon Products, Inc. (the “Company”) has granted to you (the “Optionee”) the ri

Form of Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (Amended and Restated as of May 16, 2019) (incorporated by reference to Exhibit 10.5 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

EX-10.5 4 ex105.htm FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE AVON PRODUCTS, INC 2016 Exhibit 10.5 AVON PRODUCTS, INC. 2016 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT 1. Grant of Restricted Stock Unit Award. Pursuant to the provisions of its 2016 Omnibus Incentive Plan (as amended and restated from time to time, the “Plan”), Avon Products, Inc. (the “Company”) has a

Sign-On Restricted Stock Unit Award Agreement, effective May 1, 2019, between Avon Products, Inc. and Gustavo Arnal (incorporated by reference to Exhibit 10.8 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

EX-10.8 7 ex108.htm SIGN-ON RESTRICTED STOCK UNIT AWARD AGREEMENT, EFFECTIVE MAY 1, 2019, BETWEEN Exhibit 10.8 AVON PRODUCTS, INC. SERVICE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Mr. Gustavo Arnal Chief Financial Officer Avon Products, Inc. Dear Gustavo: In accordance with your contract of employment, dated as of December 11, 2018, with Avon Cosmetics Limited (the “Employment Contract”), Avon

Sign-On Option Agreement, effective as of May 1, 2019, between Avon Products, Inc. and Gustavo Arnal(incorporated by reference to Exhibit 10.10 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

Exhibit 10.10 AVON PRODUCTS, INC. STOCK OPTION AGREEMENT Mr. Gustavo Arnal Chief Financial Officer Avon Products, Inc. Dear Gustavo: In accordance with your contract of employment, dated as of December 11, 2018, with Avon Cosmetics Limited (the “Employment Contract”), Avon Products, Inc. (the “Company”) has granted to you, effective May 1, 2019 (the “Grant Date”), the right and option to purchase

Form of Performance Contingent Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (Amended and Restated as of May 16, 2019) (incorporated by reference to Exhibit 10.3 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

EX-10.3 2 ex103.htm FORM OF PERFORMANCE CONTINGENT RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER 2016 Exhibit 10.3 AVON PRODUCTS, INC. 2016 OMNIBUS INCENTIVE PLAN PERFORMANCE CONTINGENT RESTRICTED STOCK UNIT AWARD AGREEMENT 1. Grant of Performance Contingent Restricted Stock Unit Award. Pursuant to the provisions of its 2016 Omnibus Incentive Plan (as amended and restated from time to time, the “Pla

Form of Retention Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (Amended and Restated as of May 16, 2019) (incorporated by reference to Exhibit 10.4 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

EX-10.4 3 ex104.htm FORM OF RETENTION RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE AVON PRODUCTS Exhibit 10.4 AVON PRODUCTS, INC. 2016 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT 1. Grant of Restricted Stock Unit Award. Pursuant to the provisions of its 2016 Omnibus Incentive Plan (as amended and restated from time to time, the “Plan”), Avon Products, Inc. (the “Company”) has a

Sign-On Performance-Contingent Restricted Stock Unit Award Agreement, effective May 1, 2019, between Avon Products, Inc. and Gustavo Arnal (incorporated by reference to Exhibit 10.9 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

EX-10.9 8 ex109.htm SIGN-ON PERFORMANCE-CONTINGENT RESTRICTED STOCK UNIT AWARD AGREEMENT, EFFECTIVE Exhibit 10.9 AVON PRODUCTS, INC. PERFORMANCE CONTINGENT RESTRICTED STOCK UNIT AWARD AGREEMENT Mr. Gustavo Arnal Chief Financial Officer Avon Products, Inc. Dear Gustavo: In accordance with your contract of employment, dated as of December 11, 2018, with Avon Cosmetics Limited (the “Employment Contra

Quarterly Report - 10-Q

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS,

Form of Stock Appreciation Right Certificate Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (Amended and Restated as of May 16, 2019) (incorporated by reference to Exhibit 10.6 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

Exhibit 10.6 AVON PRODUCTS, INC. 2016 OMNIBUS INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENT 1. Grant of SAR Grant. Pursuant to the provisions of its 2016 Omnibus Incentive Plan (as amended and restated from time to time, the “Plan”), Avon Products, Inc. (the “Company”) has granted (the “SAR Grant”) to you (the “Grantee”) Stock Appreciation Rights (the “SARs”) relating to shares of Stock (“Sha

Entry into a Material Definitive Agreement

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): July 26, 2019 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 Num

Ninth Supplemental Indenture, dated July 26, 2019, between Avon Products, Inc., as Issuer, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to Avon's Current Report on Form 8-K filed on July 31, 2019).

EX-4.1 2 a19-37ex4point1.htm SUPPLEMENTAL INDENTURE EXHIBIT 4.1 AVON PRODUCTS, INC., as Issuer 5.000% NOTES DUE 2023 NINTH SUPPLEMENTAL INDENTURE Dated as of July 26, 2019 To INDENTURE Dated as of February 27, 2008 Deutsche Bank Trust Company Americas, as Trustee NINTH SUPPLEMENTAL INDENTURE, dated as of the 26th day of July, 2019, between AVON PRODUCTS, INC., a corporation duly organized and exis

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

425 1 dp110165425.htm FORM 425 Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following is a press release by Natura Cosméticos S.A. on July 26, 2019: Natura Cosméticos S.A. Announces Expiration and Receipt of Requisite Consents with respect to the Consent Solicitation for the Avon Products, Inc

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following is a press release by Natura Cosméticos S.A. on July 19, 2019: Natura Cosméticos S.A. Announces Consent Solicitations for the Avon Products, Inc. Notes due 2023 and 2043 São Paulo, Brazil, July 19, 2019 — Natura Cosméticos S.A. (“Natura” o

Entry into a Material Definitive Agreement, Other Events

8-K 1 a19-328k.htm CURRENT REPORT 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): July 3, 2019 AVON PRODUCTS, INC. (Exact name of registrant as specified in its charter) New York 1-4881 13-0544597 (State or other jurisdiction of in

Indenture, dated July 3, 2019, among Avon International Capital p.l.c., the guarantors party thereto and Deustche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to Avon's Current Report on Form 8-K filed on July 3, 2019).

EXHIBIT 4.1 SENIOR SECURED NOTES INDENTURE Dated as of July 3, 2019 AVON INTERNATIONAL CAPITAL P.L.C. and THE GUARANTORS FROM TIME TO TIME PARTY HERETO $400,000,000 6.50% SENIOR SECURED NOTES DUE 2022 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee and as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Def

Avon Announces Closing of Senior Secured Notes Offering

EXHIBIT 99.1 Avon Announces Closing of Senior Secured Notes Offering LONDON, July 3, 2019 /PRNewswire/ - Avon Products, Inc. (NYSE: AVP) (the “Company” or “Avon”) announced today that Avon International Capital p.l.c., Avon’s wholly-owned subsidiary (the “Issuer”), completed an offering of $400,000,000 in aggregate principal amount of 6.50% senior secured notes due 2022 (the “notes”). Jan Zijderve

CUSIP Number

EXHIBIT 99.2 Avon Announces Early Tender Date Results of Cash Tender Offer for 2020 Notes LONDON, July 3, 2019 /PRNewswire/ - Avon Products, Inc. (NYSE: AVP) (“Avon”) announced today the early results of its previously announced cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding 4.600% Notes due 2020 (the “Notes”). The following table presents the aggregate principal

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following is a press release that was made available by The Body Shop, a subsidiary of Natura, to journalists: THE BODY SHOP APPOINTS NEW AGENCY ROSTER TO DELIVER FUTURE VISION FOR BRAND REJUVENATION · The Body Shop's strategy to rejuvenate its bran

Other Events

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): June 25, 2019 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 Num

Avon Announces Pricing and Upsizing of Senior Secured Notes Offering

EX-99.1 CHARTER 2 a19-30ex99point1.htm AVON - PRICING PRESS RELEASE (2019 NOTES OFFERING) Avon Announces Pricing and Upsizing of Senior Secured Notes Offering LONDON, June 25, 2019 /PRNewswire/ - Avon Products, Inc. (NYSE: AVP) (the "Company" or "Avon") announced today that Avon International Capital p.l.c., Avon’s wholly-owned subsidiary (the “Issuer”), priced an offering of $400,000,000 in aggre

CUSIP Number

EX-99.2 3 a19-29ex99point2.htm AVON ANNOUNCES CASH TENDER OFFER FOR 2020 NOTES Avon Announces Cash Tender Offer for 2020 Notes LONDON, June 19, 2019 /PRNewswire/ - Avon Products, Inc. (NYSE: AVP) (“we,” “us,” “our” or “Avon”) announced today that it has commenced a cash tender offer (the “Tender Offer”), subject to certain terms and conditions, to purchase any and all of its 4.600% Notes due 2020

Avon Announces Senior Secured Notes Offering

EX-99.1 2 a19-29ex99point1.htm PRESS RELEASE - AVON ANNOUNCES SENIOR SECURED NOTES OFFERING Avon Announces Senior Secured Notes Offering LONDON, June 19, 2019 /PRNewswire/ - Avon Products, Inc. (NYSE: AVP) (the “Company” or “Avon”) announced today that Avon International Capital p.l.c., Avon’s wholly-owned subsidiary (the “Issuer”), intends to offer $350,000,000 in aggregate principal amount of it

Other Events

8-K 1 a8k.htm CURRENT REPORT 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): June 19, 2019 AVON PRODUCTS, INC. (Exact name of registrant as specified in its charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorp

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Below is a transcript of a presentation given by Jan Zijderveld, Chief Executive Officer of Avon Products, Inc. (“Avon”), and Amy Greene, Vice President, Investor and St

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 On June 18, 2019, the following presentation was delivered at the Jefferies 2019 Consumer Conference and posted by Avon Products, Inc. (“Avon”) on Avon’s Investor Relati

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following is an English translation of an article published by Exame Magazine in Portuguese on June 6, 2019: NATURA’S GLOBAL AMBITION The Brazilian company born half a century ago as a small cosmetics pharmacy is becoming a global cosmetics giant, i

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following is an English translation of an editors’ note published by Exame Magazine in Portuguese on June 6, 2019: LETTER FROM EXAME For more globalisation Few expressions are so hackneyed as the one which says that in every crisis there is an oppor

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following is an English translation of an interview published by Exame Magazine in Portuguese on June 6, 2019: A FORMULA TO WIN OVER THE WORLD In an exclusive interview, the founders of cosmetics manufacturer Natura talk about how the acquisitions o

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following letter was delivered to all personnel of The Body Shop, a subsidiary of Natura Cosméticos S.A., on June 6, 2019: Hello everyone, Here I am frantically typing away at 36,000 feet, on my way to JFK airport in New York so I can participate in

1

EX-1.01 2 avon2018cmcmr0605cleanvers.htm EXHIBIT 1.01 Exhibit 1.01 – Conflict Minerals Report When used in this report, the terms "Avon," the "Company," "we," "our" or "us" mean, unless the context otherwise indicates, Avon Products, Inc. and its consolidated subsidiaries. This Conflict Minerals Report is an exhibit to Avon’s Form SD filed with the Securities and Exchange Commission on May 30, 201

AVP / Avon Products, Inc. SD - - SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT AVON PRODUCTS, INC. (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation or organization) 1-4881 Commission file number 13-0544597 (IRS Employer Identification No.) Building 6, Chiswick Park, London W4 5HR, UK (Address of principal e

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following communication was sent to certain personnel of Avon Products, Inc. on May 30, 2019. From: Kay Nemoto, Chief People & Strategy Officer and Bola Ogun, VP Glo

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The audio replay of an employee town hall webcast held on May 23, 2019, reflected in the following transcript, was made available by Avon Products, Inc

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following communication was made available by Avon Products, Inc. to sales representatives located in Central Europe via social media and internal communications cha

AVP / Avon Products, Inc. / FEINBERG STEPHEN - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) AVON PRODUCTS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 054303102 (CUSIP Number) Mr. Stephen Feinberg c/o Cerberus Capital Management, L.P. 875 Third Avenue, 11th Floor New York, NY 10022 (212) 891-2100 with a copy to: Robert G. M

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 An audio replay of an investor call held on May 23, 2019, reflected in the following transcript, was made available by Avon Products, Inc. on its website on May 23, 2019

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following notice was filed by Natura Cosméticos S.A. with the Comissão de Valores Mobiliários on May 27, 2019: NATURA COSMÉTICOS S.A. CNPJ/MF nº 71.673.990/0001-77 Publicly-Held Company NIRE 35.300.143.183 NOTICE TO THE MARKET Natura Cosméticos S.A.

Parent Shareholder Support Agreement, dated as of May 22, 2019, among Antonio Luiz da Cunha Seabra, Lucia Helena Rios Seabra, Guilherme Peirão Leal, Pedro Luiz Barreiros Passos, Utopia Participações S.A., Felipe Pedroso Leal, Ricardo Pedroso Leal, Passos Participações S.A. and Fundo de Investimento de Ações Veredas - Investimento No Exterior, Natura Cosméticos S.A., Natura Holding S.A. and Avon Products, Inc. (incorporated by reference to Exhibit 10.1 to Avon's Current Report on Form 8-K filed on May 24, 2019).

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT dated as of May 22, 2019 among ANTONIO LUIZ DA CUNHA SEABRA LUCIA HELENA RIOS SEABRA GUILHERME PEIRÃO LEAL PEDRO LUIZ BARREIROS PASSOS UTOPIA PARTICIPAÇÕES S.A. FELIPE PEDROSO LEAL RICARDO PEDROSO LEAL PASSOS PARTICIPAÇÕES S.A FUNDO DE INVESTIMENTO DE AÇÕES VEREDAS - INVESTIMENTO NO EXTERIOR NATURA HOLDING S.A. NATURA COSMÉTICOS S.A. and AVON PRODUCTS, INC

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): May 22, 2019 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 Numb

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 Exhibit 2.1 to Avon's Current Report on Form 8-K filed on May 24, 2019).

Exhibit 2.1 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. TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 19 ARTICLE 2 The Parent Restructuring, Founders Cash Contribut

Parent Shareholder Support Agreement, dated as of May 22, 2019, among Antonio Luiz da Cunha Seabra, Lucia Helena Rios Seabra, Guilherme Peirão Leal, Pedro Luiz Barreiros Passos, Utopia Participações S.A., Felipe Pedroso Leal, Ricardo Pedroso Leal, Passos Participações S.A. and Fundo de Investimento de Ações Veredas – Investimento No Exterior, Natura Cosméticos S.A., Natura Holding S.A. and Avon Products, Inc..†

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT dated as of May 22, 2019 among ANTONIO LUIZ DA CUNHA SEABRA LUCIA HELENA RIOS SEABRA GUILHERME PEIRÃO LEAL PEDRO LUIZ BARREIROS PASSOS UTOPIA PARTICIPAÇÕES S.A. FELIPE PEDROSO LEAL RICARDO PEDROSO LEAL PASSOS PARTICIPAÇÕES S.A FUNDO DE INVESTIMENTO DE AÇÕES VEREDAS - INVESTIMENTO NO EXTERIOR NATURA HOLDING S.A. NATURA COSMÉTICOS S.A. and AVON PRODUCTS, INC

AVP / Avon Products, Inc. 425 - Merger Prospectus - CURRENT REPORT

425 1 form8k.htm CURRENT REPORT 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): May 22, 2019 AVON PRODUCTS, INC. (Exact Name of Registrant as Specified in its Charter) New York 1-4881 13-0544597 (State or Other Jurisdiction of Inco

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.†

Exhibit 2.1 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. TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 19 ARTICLE 2 The Parent Restructuring, Founders Cash Contribut

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following is a transcript of communications made available by Natura & Co. to investors on May 23, 2019: International Conference Call Natura Extraordinary Call May 23rd, 2019 Operator: Good morning ladies and gentlemen, thank you for waiting. We wo

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 An audio replay of an investor call held on May 23, 2019, for which the following script was prepared, was made available by Avon Products, Inc. on its website on May 23

AVP / Avon Products, Inc. 425 - Merger Prospectus - INVESTOR PRESENTATION

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following investor presentation was posted by Avon Products, Inc. (“Avon”) on Avon’s Investor Relations website (http://investor.avonworldwide.com) on May 23, 2019.

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following communication was made available by Avon Products, Inc. on LinkedIn on May 23, 2019: Natura &Co and Avon unite forces to create a global

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following letter was sent by Avon Products, Inc. to certain employees of Natura &Co on May 23, 2019. To: Natura &Co Employees From: Jan Zijderveld, CEO May 23, 2019

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following presentation was provided at a town hall meeting held by Avon Products, Inc. on May 23, 2019. Avon and Natura &Co May 23, 2019 Creating a Direct-to-Consume

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following communication was made available to certain personnel of Avon Products, Inc. (“Avon”) and posted to Avon’s Investor Relations website (http://investor.avon

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm Filed by Avon Products, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following communication was posted by Jan Zijderveld, Chief Executive Officer of Avon Products, Inc., on LinkedIn on May 22, 2019. Jan Zijderveld 8

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following tweet was posted by Jan Zijderveld (@janzijd), Chief Executive Officer of Avon Products, Inc., on Twitter on May 22, 2019. Jan Zijderveld @janzijd We are e

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 Letters in the following form were sent to certain suppliers, vendors and partners of Avon Products, Inc. on May 23, 2019. May 23, 2019 Dear [Customize

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following communication was posted by Avon Products, Inc. on LinkedIn on May 22, 2019. Avon 548,497 followers 17h +Follow #Avon is proud to combine with Natura &Co t

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following letter was sent to certain representatives and sales leaders of Avon Products, Inc. on May 23, 2019. To: Avon Representatives and Sales Leaders Worldwide F

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following tweet was posted by Avon Products, Inc. (@AvonWorldwide) on Twitter on May 22, 2019. Avon Worldwide @avonworldwide 17h #Avon is proud to combine with Natur

AVP / Avon Products, Inc. 425 - Merger Prospectus -

425 1 form425.htm Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following letter was delivered to certain personnel of Avon Products, Inc. on May 23, 2019. To: Avon Field Team Members Worldwide From: Jan Zijderv

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

425 1 dp107154425.htm FORM 425 Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following communications were made available by Natura Cosméticos S.A. on posts on LinkedIn on May 23, 2019: Natura &Co and Avon unite forces to create a global group of beauty, leader in direct relationship with the c

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following letter was delivered to certain personnel of Natura Cosméticos S.A. on May 23, 2019. Natura &Co welcomes Avon! In the same year in which we are celebrating Natura's 50th anniversary, it is with joy and confidence in a great future that we

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) 1 May 23, 2019 Natura &Co and Avon: Creating a leading direct - to - consumer global beauty group ` 2 NO OFFER OR SOLICITATION This communication is for informational purposes and does not constitute an offer to sell or the solicitation of an offer to b

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

425 1 dp107140425.htm FORM 425 Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following communication was made available to certain personnel of Natura Holding S.A. on May 23, 2019. Questions & Answers on the Deal 1. Why is Natura &Co combining with Avon? Natura &Co announces the agreed acquisit

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) The following communication was made available to certain personnel of Natura Holding S.A. on May 23, 2019. FINAL SCRIPT NATURA/AVON MAY 23, 2019 Speaker: Roberto MARQUES Good morning to all of you and thank you for joining us on this call. I’m very exc

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) Natura &Co and Avon join forces to create a Direct-to-Consumer global beauty leader São Paulo & London, 22 May 2019. Natura &Co (B3: NATU3) announces that it is acquiring Avon Products, Inc. (NYSE: AVP) in an all-share transaction, creating the fourth-l

AVP / Avon Products, Inc. 425 - Merger Prospectus - FORM 425

Filed by Natura Holding S.A. Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Avon Products, Inc. (Commission File No.: 1-4881) NATURA COSMÉTICOS S.A. CNPJ/MF No. 71.673.990/0001-77 Publicly-Held Company NIRE 35.300.143.183 MATERIAL FACT Acquisition of Avon and Corporate Restructuring Natura Cosméticos S.A. (“Natura”), in compliance with the provisions of the Brazilian Corporati

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No. 1-4881 The following letter was delivered to certain personnel of Avon Products, Inc. on May 22, 2019. To: Avon Associates Worldwide From: Jan Zijderveld, CEO May 22, 2019 A fe

Natura &Co and Avon join forces to create a Direct-to-Consumer global beauty leader

Exhibit 99.1 Natura &Co and Avon join forces to create a Direct-to-Consumer global beauty leader São Paulo & London, 22 May 2019. Natura &Co (B3: NATU3) announces that it is acquiring Avon Products, Inc. (NYSE: AVP) in an all-share transaction, creating the fourth-largest pure-play beauty group in the world and a major force for good in the industry. The combination creates a best-in-class multi-b

Financial Statements and Exhibits, Other Events

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): May 22, 2019 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 Numb

AVP / Avon Products, Inc. 425 - Merger Prospectus -

Filed by Avon Products, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Avon Products, Inc. Commission File No.: 1-4881 The following communication was made available to certain personnel of Avon Products, Inc. on May 22, 2019. 1. Why is Avon combining with Natura &Co? How does this fit i

AVP / Avon Products, Inc. 425 - Merger Prospectus - CURRENT REPORT

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): May 22, 2019 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 Numb

Natura &Co and Avon join forces to create a Direct-to-Consumer global beauty leader

Exhibit 99.1 Natura &Co and Avon join forces to create a Direct-to-Consumer global beauty leader São Paulo & London, 22 May 2019. Natura &Co (B3: NATU3) announces that it is acquiring Avon Products, Inc. (NYSE: AVP) in an all-share transaction, creating the fourth-largest pure-play beauty group in the world and a major force for good in the industry. The combination creates a best-in-class multi-b

AVP / Avon Products, Inc. S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 17, 2019 Registration No.

By-Laws of Avon Products, Inc., effective May 16, 2019.

Exhibit 3.1 May 16, 2019 BY-LAWS OF AVON PRODUCTS, INC. ARTICLE I OFFICES Section 1. Location. The office of the corporation within the state of New York and the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him shall be as stated in the corporation’s Certificate of Incorporation. The corporation may also have other offices

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 16, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commi

Avon Reports First-Quarter 2019 Results The journey to Open Up Avon continues with More Value, Access and Productivity

EX-99.1 2 exhibit991q1.htm EXHIBIT 99.1 Q1 2019 Exhibit 99.1 Avon Reports First-Quarter 2019 Results The journey to Open Up Avon continues with More Value, Access and Productivity • US$ Reportable Segment Revenue down 14%, largely driven by foreign currency; Constant dollar1 Reportable Segment Revenue down 3% with price/mix improvement driving growth in three of four geographical segments • Report

Quarterly Report - FORM 10-Q

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS

Employment Offer Letter and Contract of Employment Agreement effective September 1, 2017 between Avon Cosmetics Limited and Jonathan Myers. (incorporated by reference to Exhibit 10.3 to Avon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).

EX-10.3 3 a2019331exhibit103.htm EMPLOYMENT OFFER AGREEMENT BETWEEN AVON COSMETICS LTD AND JONATHAN MYERS Exhibit 10.3 Exhibit 10.3 [Avon Letterhead] 20th June 2017 Private and Confidential Jonathan Myers [Address] Dear Jonathan, It is with great pleasure that I am able to offer you on behalf of Avon Cosmetics Limited ("the Company"), a wholly-owned subsidiary of Avon Products, Inc. ("Avon") the p

Equity Purchase Agreement, dated as of January 8, 2019, by and among TheFaceShop Co., Ltd., Avon Asia Holdings Company and Avon Products (China) Co., Ltd. (incorporated by reference to Exhibit 10.1 to Avon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).

EX-10.1 2 a2019331exhibit101.htm EQUITY PURCHASE AGREEMENT BETWEEN AVON ASIA HOLDINGS COMPANY AND THEFACESHOP CO Exhibit 10.1 EQUITY PURCHASE AGREEMENT BY AND AMONG TheFaceShop Co., Ltd. AS PURCHASER AND AVON ASIA HOLDINGS COMPANY AND AVON PRODUCTS (CHINA) CO., LTD. AS SELLERS DATED AS OF January 8, 2019 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 1.1. Defined Terms. 2 1.2. Construction. 9 ARTICLE I

Avon Reports First-Quarter 2019 Results The journey to Open Up Avon continues with More Value, Access and Productivity

Exhibit 99.1 Avon Reports First-Quarter 2019 Results The journey to Open Up Avon continues with More Value, Access and Productivity • US$ Reportable Segment Revenue down 14%, largely driven by foreign currency; Constant dollar1 Reportable Segment Revenue down 3% with price/mix improvement driving growth in three of four geographical segments • Reported Operating Margin down 350 bps; Adjusted1 Oper

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 2, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Number) (

PRESS RELEASE

Exhibit 99.1 PRESS RELEASE Avon Announces Long-Term Inducement Awards to Gustavo Arnal LONDON, May 1, 2019/PRNewswire/ - Avon Products, Inc. (NYSE: AVP) (“Avon”) announced today that it has granted to its newly appointed Chief Financial Officer, Gustavo Arnal, inducement equity awards in connection with Mr. Arnal’s commencement of employment with Avon. Such inducement equity awards will be made ou

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k.htm CURRENT REPORT 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): May 1, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorpora

AVP / Avon Products, Inc. S-8 REGISTRATION STATEMENT

S-8 1 form-s8.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 1, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVON PRODUCTS, INC. (Exact Name of Registrant as specified in its charter) New York 13-0544597 (State or other jurisdiction of incor

Financial Statements and Exhibits, Other Events

8-K 1 form8k.htm CURRENT REPORT 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): April 25, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorp

Avon Products Comments on Avon North America Transaction

Exhibit 99.1 Avon Products Comments on Avon North America Transaction LONDON, April 25, 2019 – Avon Products, Inc. (NYSE: AVP) (“Avon Worldwide”), a globally recognised leader in direct selling of beauty products, today commented on the announcement by New Avon LLC (“Avon North America”), that it has entered into an agreement to be acquired by LG Household & Health Care Ltd. (LG H&H). In March 201

Submission of Matters to a Vote of Security Holders

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): March 29, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Number

AVP / Avon Products, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

definitive proxy statement

DEF 14A 1 d673038ddef14a.htm NOTICE & PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confident

Restated Certificate of Incorporation of Avon Products, Inc., as amended with the Secretary of State of the State of New York most recently on March 18, 2019 (incorporated by reference to Exhibit 3.1 to Avon’s Current Report on Form 8-K filed on March 19, 2019).

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF AVON PRODUCTS, INC. Under Section 807 of the Business Corporation Law The undersigned, Ginny Edwards, Vice President and Corporate Secretary of Avon Products, Inc. (the “Corporation”), pursuant to the provisions of 805 of the Business Corporation Law of the State of New York, does hereby certify as follows: 1. The name of the Corporation is AVON

Current Report

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): March 18, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 26, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Num

Completion of Acquisition or Disposition of Assets

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): February 15, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Num

Restated Certificate of Incorporation of Avon Products, Inc., as amended with the Secretary of State of the State of New York most recently on January 3, 2019.

Exhibit 3.1 CERTIFICATE OF CHANGE OF AVON PRODUCTS, INC. UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW 1. The name of the Corporation is Avon Products, Inc. It was incorporated under the name California Perfume Company, Inc. 2. The Certificate of Incorporation of said corporation was filed by the Department of State on January 27, 1916. 3. The following changes were authorized by the Board o

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PRODUCTS, INC. (Exact na

Employment Offer Letter and Contract of Employment Agreement, effective December 11, 2018, between Avon Cosmetics Limited and Gustavo Arnal

EXHIBIT 10.70 Avon Cosmetics Limited Nunn Mills Road Northampton NN1 5PA 01604 232425 01604 232444 Private and Confidential 10 December 2018 Gustavo Arnal 25 Abbey Gardens London NW8 9AS Dear Gustavo, It is with great pleasure that I am able to offer you, on behalf of Avon Cosmetics Limited (the “Company”), a wholly-owned subsidiary of Avon Products, Inc. (“Avon”), the permanent position of Execut

Subsidiaries of the registrant.

Exhibit 21 AVON PRODUCTS, INC. AND SUBSIDIARIES The following list includes companies that were owned and controlled directly or indirectly by Avon Products, Inc., a New York corporation, as of December 31, 2018. The list includes all such subsidiaries. Entity Name Incorporation Avon Cosmetics Albania Sh.p.k. Albania Cosmeticos Avon Sociedad Anonima Comercial E Industrial Argentina Avon Products P

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a19-78k.htm CURRENT REPORT 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): February 12, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of in

Multicurrency Revolving Facility Agreement, dated as of February 12, 2019, by and among Avon International Capital p.l.c., as borrower, Avon Products, Inc., the other obligors party thereto from time to time, the lenders party thereto from time to time, Citibank Europe plc, UK Branch, as agent, Citibank, N.A., London Branch, as common security agent, and the other parties party thereto from time to time (incorporated by reference to Exhibit 10.1 to Avon's Current Report on Form 8-K filed on February 14, 2019).

EXECUTION VERSION Dated 12 February, 2019 Multicurrency Revolving Facility Agreement €200,000,000 between Avon International Capital p.

Avon Reports Fourth-Quarter and Full-Year 2018 Results Simpler, Leaner and More Agile Going Forward

Exhibit 99.1 Avon Reports Fourth-Quarter and Full-Year 2018 Results Simpler, Leaner and More Agile Going Forward LONDON, February 14, 2019 - Avon Products, Inc. (NYSE:AVP) today announced its results for the fourth quarter and fiscal year ended December 31, 2018. Jan Zijderveld, Avon CEO, said, “We are in the initial stages of our turn-around plan with fourth-quarter results showing sequential imp

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kq4.htm 8-K 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): February 14, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation)

AVP / Avon Products, Inc. / LMM LLC - MILLER VALUE PARTNERS, LLC Passive Investment

SC 13G 1 avp21119.htm MILLER VALUE PARTNERS, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Avon Products, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 054303102 (CUSIP Number) January 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

AVP / Avon Products, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 avonproductsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Avon Products Inc Title of Class of Securities: Common Stock CUSIP Number: 054303102 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rule pursuant to w

Avon Products, Inc. Announces Steps to Improve Operational Efficiency and Reduce Portfolio Complexity

Exhibit 99.1 Avon Products, Inc. Announces Steps to Improve Operational Efficiency and Reduce Portfolio Complexity LONDON, U.K., January 30, 2019 - Avon Products, Inc. (NYSE: AVP) ("the Company"), a globally recognised leader in direct selling of beauty products, today announced significant steps in the strategy to ‘Open Up’ Avon, particularly its efforts to simplify its operating structure, reduc

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

8-K 1 form8-kitem205costsassocia.htm 8-K 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 30, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdictio

Current Report

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, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Numbe

Certificate of Change of Avon Products, Inc., filed with the Secretary of State of the State of New York on January 3, 2019.

Exhibit 3.1 CERTIFICATE OF CHANGE OF AVON PRODUCTS, INC. UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW 1.The name of the Corporation is Avon Products, Inc. It was incorporated under the name California Perfume Company, Inc. 2.The Certificate of Incorporation of said corporation was filed by the Department of State on January 27, 1916. 3.The following changes were authorized by the Board of D

Entry into a Material Definitive Agreement

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 8, 2019 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-kitem502ormiston.htm 8-K 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): December 14, 2018 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 11, 2018 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation) (Commission File Num

Amendment, dated August 6, 2018, to Miguel Fernandez Relocation Letter dated June 12, 2017 (incorporated by reference to Exhibit 10.1 to Avon’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).

Exhibit 10.1 [AVON LETTERHEAD] Private and Confidential 6th August 2018 Miguel Fernandez RELOCATION ASSISTANCE Dear Miguel: This letter confirms the additional terms and conditions relating to your permanent relocation to the United Kingdom (“Destination Country”) from Mexico (“Departure Country”) in connection with your employment with Avon Cosmetics Limited, a wholly owned subsidiary of Avon Pro

AVP / Avon Products, Inc. 10-Q 2018 Q3 (Quarterly Report)

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-4881 AVON PROD

Avon Reports Third-Quarter 2018 Results Start of the journey to Open Up Avon

Exhibit 99.1 Avon Reports Third-Quarter 2018 Results Start of the journey to Open Up Avon LONDON, November 1, 2018 - Avon Products, Inc. (NYSE:AVP) today announced its results for the quarter ended September 30, 2018. Jan Zijderveld, Avon CEO, said, “As we said at the recent investor day, it is going to take time for us to execute this turn-around. While we are not yet satisfied with the overall q

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kq3.htm 8-K 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): November 1, 2018 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdiction of incorporation)

AVON PRODUCTS PRESENTS FINANCIAL INITIATIVES AND INVESTMENTS AT INVESTOR DAY Targets $400 Million in Cost Savings by 2021; Savings to Fund ~$300 Million of Commercial and Digital / IT Infrastructure Reinvestments Expect to Achieve Low-Single Digit Re

EX-99.2 3 exhibit992avpinvestordaypr.htm EXHIBIT 99.2 Exhibit 99.2 AVON PRODUCTS PRESENTS FINANCIAL INITIATIVES AND INVESTMENTS AT INVESTOR DAY Targets $400 Million in Cost Savings by 2021; Savings to Fund ~$300 Million of Commercial and Digital / IT Infrastructure Reinvestments Expect to Achieve Low-Single Digit Revenue Growth and Low Double-Digit Margins by 2021 LONDON, Sept. 21, 2018 – At its 2

AVON PRODUCTS LAUNCHES STRATEGY TO “OPEN UP AVON” AND RETURN TO GROWTH Strategy Focused on Rebooting Direct Selling, Modernizing the Brand, Unlocking Digital & e-Commerce Capabilities, and Driving a Performance Culture Capturing Strategic Breakout Op

EX-99.1 2 exhibit991avpinvestordaypr.htm EXHIBIT 99.1 Exhibit 99.1 AVON PRODUCTS LAUNCHES STRATEGY TO “OPEN UP AVON” AND RETURN TO GROWTH Strategy Focused on Rebooting Direct Selling, Modernizing the Brand, Unlocking Digital & e-Commerce Capabilities, and Driving a Performance Culture Capturing Strategic Breakout Opportunities to Accelerate Revenue and Margin Growth by 2021 Management Presentation

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8-kitem701investordayp.htm 8-K 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): September 21, 2018 Avon Products, Inc. (Exact name of registrant as specified in charter) New York 1-4881 13-0544597 (State or other jurisdict

Performance-Contingent Restricted Stock Unit Award Agreement, for award granted effective March 14, 2018, between Avon Products, Inc. and Jan Zijderveld. (incorporated by reference to Exhibit 10.1 to Avon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).

EX-10.1 2 a2018630ex101.htm JAN ZIDJERVELD RSU AWARD AGREEMENT Exhibit 10.1 [Avon Letterhead] Mr. Jan Zijderveld Chief Executive Officer Avon Products, Inc. Dear Jan: In accordance with your contract of employment, dated as of February 3, 2018, with Avon Cosmetics Limited (the “Employment Contract”), Avon Products, Inc. (the “Company”) has granted to you, effective March 14, 2018 (the “Grant Date”

Option Agreement, for award granted effective March 14, 2018, between Avon Products, Inc. and Jan Zijderveld. (incorporated by reference to Exhibit 10.2 to Avon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).

Exhibit 10.2 [Avon letterhead] Mr. Jan Zijderveld Chief Executive Officer Avon Products, Inc. Dear Jan: In accordance with your contract of employment, dated as of February 3, 2018, with Avon Cosmetics Limited (the “Employment Contract”), Avon Products, Inc. (the “Company”) has granted to you, effective March 14, 2018 (the “Grant Date”), the right and option to purchase from the Company shares of

Sign-On Performance-Contingent Restricted Stock Unit Award Agreement, for award granted effective March 27, 2018, between Avon Products, Inc. and Jan Zijderveld. (incorporated by reference to Exhibit 10.3 to Avon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).

Exhibit 10.3 [Avon Letterhead] Mr. Jan Zijderveld Chief Executive Officer Avon Products, Inc. Dear Jan: In accordance with your contract of employment, dated as of February 3, 2018, with Avon Cosmetics Limited (the “Employment Contract”), Avon Products, Inc. (the “Company”) has granted you a sign-on award of performance-contingent restricted stock units (the “PRSUs”), effective March 27, 2018 (the