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NOTICE OF COMMENCEMENT OF THE SECONDARY PUBLIC
DISTRIBUTION OF COMMON SHARES ISSUED BY



NATURA COSMÉTICOS S.A.
Authorized Capital Publicly-held Corporation
Corporate Taxpayer's ID (CNPJ/MF) # 71.673.990/0001-77
Rodovia Régis Bittencourt, s/nº, Km 293 ­ Itapecerica da Serra, SP ­ CEP
06882-700
SELLING SHAREHOLDERS
(identified in the Prospectus of the Secondary Public Distribution of Common
Shares Issued by Natura Cosméticos S.A.)



Announce the commencement of the secondary public distribution of
18,582,856 common shares, all of them nominative, book-entry, nonpar shares
issued by Natura Cosméticos S.A., a publicly-held corporation headquartered at
Rodovia Régis Bittencourt, s/nº, Km. 293, Itapecerica da Serra, in the city of
São Paulo, State of São Paulo, enrolled with the Corporate Taxpayer's ID
(CNPJ/MF) under #71.673.990/0001-77, ("Shares" and "Natura" or
"Company", respectively), whereas 16,410,306 shares are held by the Selling
Shareholders
and 2,172,550 shares are held by BNDES Participações S.A. ­
BNDESPAR
("BNDESPAR"), at the price of R$ 36.50 per Share and at the
amount of

R$ 678,274,244.00


I. CHARACTERISTICS OF THE PUBLIC DISTRIBUTION

1. Amount, quantity, type and means of distribution of shares.
18,582,856
common, nominative, book-entry, nonpar shares shall be distributed,
16,410,306 shares held by the Selling Shareholders and 2,172,550 held by
BNDESPAR, representing approximately 21.75% of the Company's capital
stock at the price of R$ 36.50 per Share, summing up the amount of R$
678,274,244.00 ("Shares"). The shares are free and cleared of any burden or
encumbrance and shall be sold by means of a secondary public distribution, on
the non-organized over-the-counter market to occur in Brazil, and also, referring
to the shares held by the Selling Shareholders, with efforts to sell Shares
overseas ("Public Distribution"), based on the exemptions for registration
provided for by the Regulation S and Rule 144A, both of them pertaining to the
1933 Securities Act of the United States of America ("Securities Act").
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2. Over-allotment option.
The total quantity of shares held by the Selling
Shareholders and BNDESPAR, purpose of the Public Distribution, may also be
accrued of an over-allotment of up to 2,461,545 common, nominative, book-
entry, nonpar shares held by the Selling Shareholders, representing
approximately 2.88% of the Company's capital stock ("Additional Shares"),
equivalent to 13.25% of the Shares, purpose of the Public Distribution initially
offered, as per option for the acquisition of these Additional Shares granted by
the Selling Shareholders to the Intermediary Institutions, under the same
conditions and price of the Shares initially offered, which shall be allocated in
order to meet a possible excess in demand, which may be verified during the
Public Distribution ("Over-allotment Option"). The Over-Allotment Option may
be exercised within no later than 30 days, from the date of publication of this
present Notice.

3. Determination of Share Price.
The acquisition price is R$ 36.50 per Share
and it was set out after (i) the consummation of the Reserve Applications (as
defined below) and (ii) the conclusion of procedure to collect investment
intentions ("Bookbuilding Procedure") carried out by the Intermediary
Institutions.

4. Share Rights, Advantages and Restrictions.
The Shares ensure to their
titleholders the following rights:

(i)
voting right at the Company's General Meetings, whereas each Share shall
give right to one vote;

(ii)
right to the compulsory dividend, every fiscal year, equivalent to 30% of the
net profits adjusted under the terms of the Article 202 of the Corporations Law;

(iii)
in the event of sale of the Company's control, not only through a single
operation, but also by means of successive operations, the right to sell their
shares under the same conditions ensured to the seller controlling shareholder;

(iv)
all the other rights ensured to the Shares, under the terms provided for in
the New Market Regulation, the Company's By-Laws and the Corporations Law,
as set out in the Prospectus; and

(v)
right to receive dividends related to the fiscal year started on January 1,
2004 to be declared by the Company, from the Settlement Date, as defined in
the Prospectus.

5. Public target of the Public Distribution.
The Shares shall be offered (i) to
individuals and legal entities investors, resident and domiciled in Brazil, not
considered as institutional investors, investment clubs registered with the
BOVESPA ­ São Paulo Stock Exchange ("BOVESPA"), under the terms of the
regulation in force and also (ii) to institutional investors, observing the conditions
outlined below in the item "Public Distribution Procedure".
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6. Placement Scheme. The shares shall be placed in Brazil by institutions
integrating the distribution system contracted by Banco UBS S.A. ("Leading
Institution
"), by Banco Pactual S.A. and by Banco Itaú BBA S.A. ("Pactual"
and "Itaú BBA", respectively and, jointly with the Leading Institution, the
"Intermediary Institutions"), under the scheme of guarantees or standby
purchase agreements, in compliance with the provisions of the CVM Instruction
# 400, dated December 29, 2003 ("CVM Instruction #400/03"), of the Brazilian
Exchange and Securities Commission, "CVM").

6.1.
The quantities of Shares, purpose of the individual and severally firm
guarantee, rendered by each of the Intermediary Institutions are indicated
below:
Intermediary Institution
Number of shares
Banco UBS S.A
8,520,239 shares
Banco Pactual S.A
7,674,720 shares
Banco Itaú BBA S.A
2,387,897 shares


6.2. UBS Securities LLC, Pactual Capital Corporation and Itaú Securities LLC
shall endeavor their efforts to sell the Shares held by the Selling Shareholders,
exclusively addressed to the institutional investors being qualified, resident and
domiciled overseas, in compliance with the provisions in the Rule 144A and
Regulation S, of the Securities Act, therefore, without the need of registration
overseas, including before the Securities and Exchange Commission, whereas
these investors shall purchase the Shares held by the Selling Shareholders in
compliance with the provisions in the CVM Instruction #325, dated January 27,
2000, and Resolution #2689, dated January 26, 2000, of the Brazilian Monetary
Council ("Foreigner Institutional Investor").

7. Stabilization of Prices.
The Leading Institution, through UBS Corretora de
Câmbio e Valores Mobiliários S.A., may carry out activities for the stabilization
of Share prices, within no later than 30 days, from the date of the publication of
this present Notice, by means of operations of purchase and sale of common
shares issued by the Company, in compliance with the applicable legal
provisions and the provisions in the Private Instrument for the Rendering of
Services to Stabilize the Price of Common Shares Issued by Natura
Cosméticos S.A., which was previously approved by BOVESPA and CVM.

II. PUBLIC DISTRIBUTION PROCEDURE

2.1.
The Public Distribution shall be carried out by the Intermediary Institutions,
Sub-Contracted Institutions and Special Participants mentioned below, on the
non-organized over-the-counter market, in compliance with the provisions of the
CVM Instruction #400/03.

2.2.
The Intermediary Institutions, Sub-Contracted Institutions and Special
Participants shall effect the placement of the Shares with individuals and legal
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entities investors not considered as institutional investors, and with investment
clubs registered with the BOVESPA ("Non-Institutional Investors"), and, also,
with individuals and legal entities related to specific orders referring to
investment amounts exceeding the maximum limit set forth for the Non-
Institutional Investors, investment funds, pension funds, entities administering
third parties' funds registered with CVM, entities authorized to operate by the
Brazilian Central Bank, insurance companies, supplementary pension entities
and capitalization entities, investment clubs registered with the BOVESPA,
securities portfolio, legal entities holding net worth in excess of five million Reais
(R$ 5,000,000.00) and Foreigner Institutional Investors ("Institutional
Investors
").

2.3.
The physical and financial settlement is forecasted to be held within no later
than 3 business days, from the date of publication of this Notice ("Settlement
Date
").

2.4.
The amount of up to 20% of the Shares, not including the Additional
Shares, shall be allocated on a priority basis, to the public placement with the
Non-Institutional Investors, who made their Shares reserves, irrevocable and
irreversible, except for the provisions in item (viii) below, observing the
conditions of the instrument of Reserve Application (defined below), by
completing the Reserve Application, under the conditions explained below:

(i)
each of the interested Non-Institutional Investors has made its reserve
application ("Reserve Application") of Shares, with a single Intermediary
Institution, Sub-Contracted Institution or Special Participant, by completing
specific application forms, in accordance with respective reserve period,
indicated in item (ii) below ("Reserve Period"), without requiring a deposit of the
amount of investment intended, observing a minimum investment of one
thousand Reais (R$ 1,000.00) and a maximum amount of five hundred
thousand Reais (R$ 500,000.00) by the Non-Institutional Investor, as per Notice
to the Market published on May 3, 2004 by the "Valor Econômico" newspaper,
whereas these Institutional Investors could stipulate, in the Reserve Application,
the maximum price per Share as a condition for the efficacy of their Reserve
Application;

(ii)
the Non-Institutional Investors who are (a) the Company's administrators; (b)
controllers or administrators of the Intermediary Institutions, Sub-Contracted
Institutions and Special Participants; and (c) other persons linked to the Public
Distribution, as well as spouses or companions, ancestries, descendants and
relatives up to second generation of each of the persons referred to in items (a),
(b) or (c) shall have made their Reserve Application, necessarily, within a period
between May 10,2004 and May 14, 2004. Other Non-Institutional Investors
were able to make their Reserve Applications within the period between May
10, 2004 and May 21, 2004;

(iii) each Non-Institutional Investor shall pay the amount indicated in item (iv)
below, with the Intermediary Institution, Sub-Contracted Institution or Special
Participant in which the respective Reserve Application has been made, in
funds immediately available, up to 11 hours from the Settlement Date;
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(iv) after the commencement of the distribution period, the quantity of Shares
purchased and the respective investment amount shall be informed to the Non-
Institutional Investor up to 12 hours of the day following the date of publication
of this Notice by the Intermediary Institution, Sub-Contracted Institution or
Special Participant with which the Reserve Application has been made, by
means of respective e-mail address, or, in the lack thereof, by telephone or
correspondence, and the payment shall be limited to the amount of Reserve
Application and except for the possibility of apportionment, as provided for in
item (vii) below;

(v)
on the Settlement Date of the Public Distribution, each Intermediary
Institution, Sub-Contracted Institution or Special Participant, as this is the case,
with which the Reserve Application has been made, shall deliver to each Non-
Institutional Investor with which the reserve has been made, the number of
Shares corresponding to the relation between the amount included in the
Reserve Application and the acquisition price per Share;

(vi)
in case the total of Shares, purpose of the Reserve Applications, is equal or
less than the sum of Shares destined to the Non-Institutional Investors, no
apportionment shall occur, all the Reserve Applications being fully submitted
and the remaining Shares shall be allocated to the Institutional Investors;

(vii) in case the total of Shares, purpose of the Reserve Applications, is higher
than the sum of Shares allocated to the Non-Institutional Investors, a
proportional apportionment shall occur amongst all the Non-Institutional
Investors or as an option, at the exclusive discretion of the Intermediary
Institutions, the remaining applications may be submitted;

(viii)
in the exclusive assumption of being verified a relevant divergence
between the information included in the Preliminary Prospectus and the
Definitive Prospectus, significantly altering the risk assumed by the Non-
Institutional Investor, or its investment decision, the referred Non-Institutional
Investor may waive the Reserve Application after the commencement of the
Public Distribution. In this assumption, the Non-Institutional Investor shall inform
its waiving decision related to the Reserve Application to the Intermediary
Institution, Sub-Contracted Institution or Special Participant with which the
Reserve Application has been made, in compliance with the terms and within
the duration estimated in the respective Reserve Application;

(ix) in the assumption of the Public Distribution not being concluded, or in the
assumption of termination to the Private Instrument of Agreement for the
Coordination and Placement of Common Shares Issued by Natura Cosméticos
S.A. executed amongst the Intermediary Institutions, the Company, the Selling
Shareholders BNDESPAR and CBLC (Brazilian Corporation of Settlement and
Custody), all the Reserve Applications shall be cancelled and the respective
Intermediary Institution, Sub-Contracted Institutions or Special Participant , as
this is the case, shall inform the Non-Institutional Investor with which the
Reserve Application has been made, about the cancellation of the Public
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Distribution, which shall inclusively occur by means of publication of notice to
the market.

2.5.
The unsold Shares allocated to the Non-Institutional Investors, who
consummated their Reserve Applications during the Reserve Period, shall be
allocated to the public placement with the Institutional Investors, reserves in
advance not being accepted for these Institutional Investors and not existing
minimum or maximum investment amounts. In case the number of Shares,
purpose of the orders received from the Institutional Investors during the
Bookbuilding Procedure exceeds the total of remaining Shares after the
compliance with the terms and conditions outlined above for the Reserve
Applications of the Non-Institutional Investors, the Institutional Investors to be
given priority in the fulfillment of their respective orders shall be those who, at
the exclusive discretion of the Intermediary Institutions and of the Company,
better achieve the purpose of this Public Distribution in creating a diversified
basis of shareholders formed by Institutional Investors with different evaluation
criteria over the time about the outlook of the Company, its sector of operation
and the Brazilian and International macroeconomic conjuncture.

2.6.
The Institutional Investors may carry out the acquisition of Shares through
immediate payment, in domestic currency, on the act of the acquisition.

2.7.
The Public Distribution, in compliance with the provisions in item 2.8 below
shall be carried out within no later than six (6) months, from the date this Notice
is published, as provided for in the Article 18 of the CVM Instruction # 400/03.

2.8.
In the event the Shares have not been fully placed within no later than three
(3) business days, from the date this Notice is published, the Intermediary
Institutions shall acquire for the price mentioned in the item "Share Price"
above, at the expiration of this term, the totality of the balance resulting from the
difference between the number of Shares, purpose of the firm guarantee
rendered thereby and the number of Shares effectively placed on the market, in
compliance with the limit of the standby purchase agreement provided on an
individual basis by each Intermediary Institution. In case of exercise of the firm
guarantee and further resale of Shares with the public by the Intermediary
Institutions during the period of the Public Distribution, or until the publication
date of the notice of completion of the Public Distribution, if this occurs first, the
resale price shall be the Share market price, limited to the Distribution Price per
Share, except for the stabilization activity.
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III. INFORMATION ABOUT THE COMPANY
Natura is the largest Brazilian capital company of cosmetics. It is an integrated
company, which develops, manufactures, distributes and trades cosmetics,
fragrances and personal hygiene products. The Company adhered to the New
Market, a BOVESPA's listing special segment, governed by the New Market
Listing regulation, which sets forth corporate governance rules to be observed
by the Company, which shall be stricter than those established by the
Corporations Law.
For further information about the Company, including its sector of operation, its
activities and its economic-financial status, please read the Prospectus.

IV.DEPOSITARY FINANCIAL INSTITUTION OF THE SHARES
The Depositary Financial Institution of the shares is Banco Itaú S.A.

V. COMMENCEMENT DATE OF THE PUBLIC DISTRIBUTION
The commencement date of the Public Distribution is May 25, 2004.

VI. ADDITIONAL INFORMATION

The reading of the Prospectus is recommended to the investors, before making
any investment decision. Further information about the Public Distribution may
be obtained with the Intermediary Institutions, the Sub-Contracted Institutions
and Special Participants, or with CVM, at the addresses mentioned below. The
Prospectus shall be made available from the date this present Notice is
published, at the following addresses and Worldwide Web pages: Banco UBS
S.A., at Avenida Presidente Juscelino Kubitschek, 50, 6º andar, city of São
Paulo, State of São Paulo (www.ubs-brasil.com.br); Banco Pactual S.A., at
Avenida República do Chile,230, 28º e 29º andares, city of Rio de Janeiro,
State of Rio de Janeiro and at Avenida Brigadeiro Faria Lima, 3729, 6º andar, in
the city of São Paulo, State of São Paulo (www.pactual.com.br); Banco Itaú
BBA S.A., at Avenida Faria Lima, 3.400, 3º a 8º andares, in the city of São
Paulo, State of São Paulo (www.itaubba.com.br); CVM, at Rua Sete de
Setembro, 111, 5º andar, in the city of Rio de Janeiro, State of Rio de Janeiro
and at Rua Formosa, 367, 20º andar, in the city of São Paulo, State of São
Paulo, (www.cvm.gov.br); and at Bovespa (www.bovespa.com.br).

The Prospectus shall also be available on Natura's Worldwide Web page
(
www.natura.net)
. The Public Distribution was previously submitted to the CVM
and registered under # SRE/GER/SEC/2004/001, on May 25, 2004.

Read the Prospectus before accepting the Offer.
This notice of commencement does not constitute an offer to sell Shares in the
United States of America. The Shares cannot be offered or sold in the United
States of America without any registration or registration exempt under the
terms of the Securities Act. The Company does not intend to register the Public
Distribution in the United States of America.
"The registration of this present Public Distribution does not imply, on the part of
CVM a guarantee of truthfulness of information provided or in judgment over the
quality of the issuing Company, as well as over the shares to be distributed".
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"This present public offering was prepared in accordance with provisions of the
ANBID (Brazilian Association of Investment Banks and Securities Dealers)'s Self-
Regulation Code for Public Offerings of Marketable Securities registered with the
5
th
Registry of Deeds and Documents of the State of Rio de Janeiro under #
497585, and is complying with the minimum standards of information contained
therein. ANBID undertakes no liability or responsibility for the referred information,
the quality of the issuer/offeror, the participant institutions and the marketable
securities, purpose of the offering."


SUBCONTRACTED INSTITUTIONS