background image
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) #71.673.990/0001-77
Company's Register (NIRE) #35.300.143.183
EXTRAORDINARY GENERAL MEETING
HELD ON APRIL 26, 2004

I - Date, Time and Venue: On April 26, 2004, at 10:00 am at the
Company's headquarters, located at Rodovia Régis Bittencourt, km 293,
Edifício I, in the city of Itapecerica da Serra, State of São Paulo, CEP 06850-
000.
II ­ Call: The call notice is exempted from publication, under the terms of
paragraph 4, of the Article 124 of Law #6404/76, in view of the attendance
of the totality of the shareholders.

III ­ Quorum: The totality of shareholders was present at the meeting, as
it was verified by the signatures recorded on the company's book.

IV ­ Presiding Board: Mr. Pedro Luiz Barreiros Passos assumed the chair
of works, and invited me, José David Vilela Uba, to be the secretary. The
Board being composed, the Chairman declared the General Meeting
instated.

V ­ Format of the Minutes: The drawing up of the Minutes as a summary
was resolved by unanimous vote, under the terms of the Article 130,
paragraph 1, of Law #6404/76.
VI ­ Agenda: (i) Reading and approval of the new Program for the
Granting of the Company's Call Option or Share Subscription ("New
Program"); (ii) Reading and approval of the Addenda to the Programs for
the Granting of Call Option or Share Subscription assumed by the Company
on the occasion of merger by the Company of the corporations Natura
Participações S.A. and Natura Empreendimentos S.A., occurred under the
terms of the Extraordinary and Annual General Meeting held on March
05,2004, registered with the Board of Trade of State of São Paulo ­ JUCESP
# 145.117/04-02, in session dated March 29,2004; (iii) Reading and
approval of the new wording of the Company's By-Laws; and (iv) discussion
and clarifications on the terms used in the drawing up of the Minutes of
Meeting held on April 05,2004.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
2

VII ­ Preliminary Clarifications: Before starting the session, the
Chairman clarified to the shareholders that in view of the application for the
Registration of a Publicly-held Corporation to the Brazilian Securities and
Exchange Commission ("CVM") on March 23, 2004, related to the trading of
the Company's securities on the market, the Board of Directors resolved to
submit to the shareholders' approval a new Program for the Granting of Call
Option or Subscription of Natura Cosméticos S.A.'s Shares ("New Program"),
containing provisions and conditions applicable to publicly-held corporations.
The Chairman also clarified that for this same reason, the Board of Directors
also decided to submit to the shareholders' approval, the Addenda to the
Programs for the Granting of Call Option or Share Subscription, the rights
and obligations of which were assumed by the Company due to the merger
of the companies Natura Participações S.A. and Natura Empreendimentos
S.A., as follows: a) Program for the Granting of Call Option or Share
Subscription, registered with the 9
th
Registry of Deeds and Documents on
January 29, 2001, under #247438; b) Program for the Granting of Call
Option or Share Subscription registered with the 9
th
Registry of Deeds and
Documents under #273395, on May 10, 2001; and, c) Program for the
Granting of Call Option or Share Subscription registered with the 6
th
Registry
of Deeds and Documents under #998491, on 11/28/2002. The effects of the
addenda, under approval, shall be suspended until the effective Company's
listing. Following the Preliminary Clarifications, the Chairman commenced
the works, declaring the session opened and promoting the complete
reading of the New Program, the referred Addenda and the new wording of
the Company's By-Laws, copies of which were handed in to the shareholders
attending the meeting.

VIII ­ Resolutions: The following deliberations were taken by unanimous
vote, without any restriction, reservations or opposition on the part of
shareholders:

(i) After the Chairman reading the New Program and the shareholders
attending the meeting being satisfied that this Program is fitted to the
purposes proposed, this New Program was fully approved, hereinafter is an
integral part of these present Minutes as "Attachment I". The Regulation
of the New Program approved above replaces the Regulations of the
Programs assumed by the Company, as a result of the merger of the
companies Natura Participações S.A. and Natura Empreendimentos S.A.,
and any and all new granting of options shall occur solely and exclusively
based on the Regulation of the New Program, approved under the terms
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
3
above. The Regulation approved herein shall be filed with the Company's
headquarters and with the __ Registry of Deeds and Documents;
(ii) After the Chairman reading the Addendum to the Regulation of the
Program for the Granting of Call Option or Share Subscription registered
with the 9
th
Registry of Deeds and Documents on January 29, 2001, under
#247438; the Addendum to the Regulation of the Program for the Granting
of Call Option or Share Subscription registered with the 9
th
Registry of Deeds
and Documents under #273395, on May 10, 2001, and the Addendum to
the Regulation of the Program for the Granting of Call Option and Share
Subscription registered with the 6
th
Registry of Deeds and Documents under
#998491, on 11/22/2002, these were approved in their totality by the
shareholders. The referred addenda shall have their effects suspended until
the effective Company's listing and now they are an integral part of these
present Minutes as "Attachment II".

(iii) After the reading and discussion, the Meeting approved without
reservations, the new By-Laws, duly consolidated, which now contains the
following wording:
"BY-LAWS OF NATURA COSMÉTICOS S.A.
CHAPTER I
NAME, HEADQUARTERS, PURPOSE AND DURATION

Article 1 - NATURA COSMÉTICOS S/A is a limited liability corporation
ruled by this present by-laws and by applicable legislation.

Article 2 - The Company headquarters and jurisdiction are located in the
city of Itapecerica da Serra, State of São Paulo, at Rodovia Régis
Bittencourt, s/n.º, km 293, Bairro Potuverá, Edifício I.
Paragraph 1 -
The Company may install branches,
agencies, warehouses, offices and any other establishments in
the country or overseas by the Board of Executive Officers'
resolution.
Paragraph 2 -
The Company has two branches in the State
of Minas Gerais, one in the city of Matias Barbosa, lote 25 do
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
4
Empresarial Park Sul, Rodovia BR 040, s/n.º, km 800, and
another in the city of Uberlândia, at Rua Ignes Fávato, nº 301,
Distrito Industrial.
Paragraph 3 -
The Company also has branches operating
administration offices in the following cities:

Brasília, Federal Area, SBN Quadra, 01, Bloco "B", nº 14,
Edifício CNC;
Brasília, Federal Area, Taguatinga, 16, Lote 09/10, sala 02;
Porto Alegre, State of Rio Grande do Sul, at Rua Barão de
Santo Ângelo, nº 331, Bairro Moinhos de Vento;
Recife, State of Pernambuco, at Rua Coronel Anísio Rodrigues
Coelho, 464, conjuntos n.ºs 301, 302, 303 e 304, Bairro Boa
Viagem;
Rio de Janeiro, State of Rio de Janeiro, at Av. Ayrton Senna,
nº 3.000, salas 317, 318 e 319, Bloco 2, Via Park Offices, Barra
da Tijuca.
Article 3 - The Company's purposes are:

I.
The exploration of trade, export and import of beauty, hygiene,
toiletry products, cosmetics products, clothing articles, jewelry,
costume jewelry, home articles, foods, nutritional supplements,
software, books, publishing material, entertainment products,
phonographic products, medicine, including phytotherapeutic and
homeopathic drugs, pharmaceutical inputs and preparations destined
to hygienization, and thus may practice all acts and carry out all
operations related to its purposes.
II.
The rendering of services of any nature, such as services related to
esthetic treatments, marketing consulting, registration, planning and
risk analysis.

III.
The organization, interest and administration under any form in any
company and business of any nature, in the capacity as partner or
shareholder.

Article 4 - The Company duration is indeterminate.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
5
CHAPTER II
CAPITAL STOCK, SHARES AND SHAREHOLDERS

Article 5 - The Company's capital stock subscribed and paid-up is one
hundred, ninety-six million, three hundred and seventy thousand, five
hundred and nineteen Reais and seven centavos (R$ 196,370,519.07),
divided into eighty-three million, two hundred and sixty-six thousand and
sixty-one (83,266,061) nonpar common shares.

Article 6 - The Company is authorized to increase its capital stock until the
limit of four million, nine hundred and ninety-five thousand, nine hundred
and sixty-four (4,995,964) common shares.

Paragraph 1 - Within the limits authorized in this Article,
the Company, by means of the Board of Directors' resolution,
may increase the capital stock regardless of by-laws
amendment. The Board of Directors shall define the issue
conditions, including price and term for payment of subscribed
shares.

Paragraph 2 - Within the limit of capital authorized, the
Board of Directors may resolve on the issue of subscription
bonus.

Paragraph 3 - Within the limit of capital authorized and
pursuant to the Programs approved by the General Meeting, the
Board of Directors may grant call option or share subscription
to its administrators and employees, as well as to
administrators and employees of other companies directly or
indirectly controlled by the Company, without preemptive right
for shareholders.

Paragraph 4 - It is void to the Company issue Beneficiary
Parties.

Article 7 - The capital stock shall be exclusively represented by common
shares and each common share shall correspond to the right to one vote in
shareholders' decisions.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
6
Article 8 - All the Company's shares shall be book-entry shares and in the
name of its holders. They shall be maintained in a deposit account with a
financial institution authorized by the Securities and Exchange Commission.
Sole Paragraph -
The transfer and registering costs, as
well as cost of service related to the shares in custody may be
directly charged from shareholder by a depositary institution, as
to be defined in the custody agreement.

Article 9 - Upon the Board of Directors' discretion, the preemptive right in
the issue of shares, debentures convertible into shares and subscription
bonus may be excluded or reduced, the placement of which is made through
the sale at the stock exchange or through public subscription, or even by
means of a share swap in a takeover bid, under the terms set forth by law
within the limit of authorized capital.
CHAPTER III
COMPANY'S
ADMINISTRATION
SECTION I

GENERAL MEETING

Article 10 -
The General Meeting shall meet on an ordinary basis
once a year and on an extraordinary basis, when called under the terms of
Law or of these By-Laws.
Paragraph 1 - General Meeting's resolutions shall be taken
by majority vote.

Paragraph 2 - The General Meeting may only resolve on
issues of the agenda, included in respective call notices.

Article 11 -
The General Meeting shall be convened and presided over
by shareholder chosen by those attending the meeting, who may appoint up
to 2 secretaries.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
7
Article 12 -
It is incumbent on the General Meeting, in addition to
attributions provided for by law:
I.
To elect and remove from office the Board of Directors' members;

II.
To define global fees of the Board of Directors and Board of
Executive Officers' members, as well as the remuneration of Audit
Committee's members to be installed;

III.
To confer stock dividends and decide over possible share splitting;

IV.
To approve programs for the granting of call option or shares
subscription to its administrators and employees, as well as to
administrators and employees of other companies directly or
indirectly controlled by the Company;

V.
To resolve, according to the proposal submitted by the
administration, over the allocation of income for the year and the
distribution of dividends;
VI.
To elect the liquidator, as well as the Audit Committee, which shall
operate during the liquidation period;

VII.
To resolve on the exit from the BOVESPA ­ São Paulo Stock
Exchange ("BOVESPA") New Market ("New Market") ­; and

VIII.
To choose a specialized company liable for the preparation of a
valuation report of the Company's shares, in the event the
registration of publicly-held corporation is cancelled or in the event
of exit from the New Market, as provided for by Chapter V hereof,
amongst companies appointed by the Board of Directors.
Sole Paragraph -
The chairman of the General Meeting
shall observe and comply with the provisions of shareholders
agreements at the Company's headquarters, not allowing to
counting votes issued contrary to the content of these
agreements.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
8
SECTION II
ADMINISTRATION DEPARTMENTS
Sub-Section I
General Provisions

Article 13 -
The Company shall be administered by the Board of
Directors and by the Board of Executive Officers.
Paragraph 1 - The installation of positions shall occur
through terms drawn up in the company's books, signed by the
administrator taking office, released from any management
guarantee.

Paragraph 2 - The administrators shall remain in their
positions until the installation of their deputies.
Article 14 -
The meeting shall determine a global annual
allowance for the distribution amongst administrators and it shall be
incumbent upon the Board of Directors to carry out the distribution of
allowance on an individual basis, in compliance with these By-Laws.

Article 15 -
Any administration department validly meets with the
attendance of the majority of its members and resolves on the vote of
majority of those present at the meeting.
Sole Paragraph -
The previous call of meeting is only
exempted as a condition for its validity, if all its members
attend the meeting, accepting for this purpose the votes issued
by delegation granted to another member or in writing.
Sub-Section II
Board of Directors

Article 16 -
The Board of Directors shall be composed of, at least,
five (5) and, at most, seven (7) members, all shareholders, elected by the
General Meeting, for a one-year term, re-election being permitted.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
9
Paragraph 1 - In the Annual General Meeting, shareholders
shall resolve upon the effective number of Board of Directors'
members.
Paragraph 2 -
Board of Directors' members shall be
invested in their positions by signing declaration drawn up in
the company's books. The Board of Directors' members shall
remain in their positions and in the performance of their duties
until their deputies are elected, unless resolved otherwise by
the Shareholders' General Meeting.

Paragraph 3 - The Board of Directors' member shall have a
solid reputation, and may not be elected, except for release
from the General Meeting, who (i) occupies positions in
companies which may be deemed as company's competitors; or
(ii) who has or represents conflicting interests with the
company; voting shares may not be exercised by the Board of
Directors' member if same impediment factors are
characterized thereafter.
Paragraph 4 - It is void, under the form of Article 115,
paragraph 1 of Law #6404/76, the exercise of voting shares, in
the election of Board of Directors' members, under
circumstances characterizing conflict of interests with Company.

Paragraph 5 - The Board of Directors' member may not
have access to information or participate in the Board of
Directors' meetings, related to matters which have or represent
conflicting interests with the Company.
Paragraph 6 -
The Board of Directors, for a better
understanding of its attributes, may create committees or work
groups with defined purposes being composed of persons
designated by it among members of administration and/or
persons directly or indirectly related to the Company.

Article 17 -
At the election of the Board of Directors' members, the
General Meeting shall firstly determine by majority vote the number of
other Board members to be elected. If multiple vote process is not
requested as required by law, the Meeting shall vote through a list of
candidates previously registered on the board of elections, which shall
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
10
ensure to shareholders holding, individually or in block, fifteen per cent
(15%) or more of Company's common shares the right to appoint one
sitting member, in compliance with the limit of main section of Article 16.
The board of elections may not accept the registration of any list breaching
the provision of this Article.

Article 18 -
The Board of Directors shall have two (2) Co-Chairmen,
who shall be elected by majority vote of its members, at the first Board of
Directors' meeting taking place immediately after the investiture of these
members, or whenever resignation or vacancy occurs in these positions.
Paragraph 1 - It shall be incumbent upon the Board of
Directors' members, at their first meeting to appoint among
their Co-Chairmen who shall chair the Board of Directors'
meetings during all the management term of office of its
members.

Paragraph 2 - In the Board of Directors' resolutions, the
casting vote shall not be attributed to any of the Co-chairmen,
in the event of tie vote, but only their personal votes shall
prevail.

Paragraph 3 - In the event of impediment or vacancy in
the position of sitting member of the Board of Directors, the
Board of Directors shall call a General Meeting to occupy
respective position.
Article 19 -
The Board of Directors shall meet on an ordinary basis,
four times a year, and on an extraordinary basis, whenever called by the
Co-Chairman appointed under the terms of Paragraph 1 of the Article 18 or
by the majority of its members. The Board meetings may be exceptionally
held via conference call, video conference, electronic mail or by any other
media.
Paragraph 1 - Calls for meetings shall be made at least
seventy-two (72) hours in advance.

Paragraph 2 - All the Board of Directors' resolutions shall
be included in the Minutes drawn up in the respective Board's
book and signed by the Board members attending the meeting.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
11
Paragraph 3 - At the Board of Directors meetings, the vote
by means of delegation made in favor of another Board
member, a written and anticipated vote and vote issued by fax,
electronic mail or any other means of communication are
accepted, counting as present those members voting.


Article 20 -
It is incumbent upon the Board of Directors, in addition
to other attributions required by laws or By-Laws:

I.
To perform normative functions of the Company's activities, and
may attribute to its examination and resolution any issue not
comprised in the private incumbency of the General Meeting or the
Board of Executive Officers;

II.
To define the Company's business general guidance;

III.
To elect and remove from office the Company's Officers;
IV.
To attribute to Officers respective duties, including designating the
Investor Relations Officer, in compliance with provisions hereof;

V.
To resolve on the call for a General Meeting, when deemed
convenient, or in the case of Article 132 of Corporations Law (Law
#6404/76);

VI.
To inspect the Executive Officers management, examining at any
time, the Company's books and papers and requesting information
about agreements entered into or about to be executed and any
other acts;

VII.
To assess quarterly results of the Company's operations;

VIII.
To choose and remove independent auditors;
IX.
To call independent auditors to provide clarifications deemed
necessary;

X.
To assess the Management Report and the Board of Executive
Officers' accounts and resolve on its submission to the General
Meeting;
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
12
XI.
To approve annual and multi-annual budgets, strategic plans,
expansion projects and investment programs, as well as to follow-
up their execution;
XII.
To approve the creation and suspension of subsidiary and the
Company's interest in other companies' capital, on a domestic or
international basis;
XIII.
To determine the performance of inspections, audit or examination
of accounts of the Company's subsidiaries, controlled or affiliated
companies, as well as foundations sponsored thereby;
XIV.
To previously manifest on any matter to be submitted to the
General Meeting;

XV.
To authorize the issue of the Company's shares under the limits
authorized in Article 6 hereof, by determining issue conditions,
including price and payment term for subscribed shares, and may
also exclude or reduce the preemptive right in the issue of shares,
subscription bonus and convertible debentures, placement of which
is made through sale at the stock exchange or by means of a public
subscription or in a takeover bid, under the terms established by
law;
XVI.
To resolve on the Company's acquisition of shares issued by itself
for the maintenance in treasury and/or further cancellation or
disposal;
XVII.
To resolve on the issue of subscription bonus, as provided by
Paragraph 2 of the Article 6 of these By-Laws;

XVIII.
To grant call option or share subscription to its administrators and
employees, as well as to administrators and employees of other
companies directly or indirectly controlled by the Company, without
preemptive right for the shareholders, under the terms of programs
approved in General Meeting;

XIX.
To establish the amount of profit sharing related to Company's
officers, managers and employees;
XX.
To resolve on the issue of simple debentures, not convertible into
shares and non-secured guarantee;
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
13

XXI.
To authorize the Company to render guarantees to third parties'
liabilities;
XXII.
To establish area of the Board of Executive Officers' authority in the
disposal or encumbrance of permanent assets and in cases defined
by thereby, it may require a prior authorization from the Board of
Directors as a condition of validity of action;

XXIII.
To determine area of the Board of Executive Officers' authority in
the acquisition of permanent assets and other financial
commitments related to projects in which the Company intends to
invest. In cases defined thereby, it may require a prior
authorization from the Board of Directors as a condition of validity
of action;

XXIV.
To establish area of the Board of Executive Officers' authority to
contract any funding and the issue of any credit instruments, such
as bonds, notes, commercial papers, and others, commonly used in
the market, also resolving on their conditions of issue and
redemption, and in cases defined thereby, it may require a prior
authorization from the Board of Directors as a condition of validity
of action;
XXV.
To define a three-name list of companies specialized in companies'
economic valuation in order to prepare an valuation report of the
Company's shares, in the event the registration of publicly-held
corporation is cancelled or in the event of exit from the New
Market;
XXVI.
To approve the contracting of a depositary institution, rendering
book-entry shares services; and

XXVII.
To provide, in compliance with rules of these By-Laws and
legislation in force, the order of its works and adopt or enact ruling
standards for its operation.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
14
Sub-Section III
Board of Executive Officers
Article 21 -
The Board of Executive Officers, members of which shall
be elected and removed from office at any time by the Board of Directors,
shall be composed of one Chief Executive Officer, one Trade Executive
Officer, one Legal Executive Officer, one Chief Financial Officer with a 3-year
term of office, re-election being permitted.
Paragraph 1 - The election of the Board of Executive
Officers shall preferably occur on the same date the Annual
General Meeting is held and the investiture of those elected
may coincide with the expiration of their predecessors' term of
office.

Paragraph 2 - In the event of impediment or absence, the
Chief Executive Officer shall be replaced by the Trade Executive
Officer, who in case of vacancy shall cumulatively assume the
Presidency until the first meeting following the Board of
Directors meeting, which shall designate a deputy for the rest
of term of office.

Paragraph 3 - Other Officers shall be replaced in cases of
absence or temporary impediment by another Executive Officer
chosen by the Board of Executive Officers. This in case of
vacancy shall provide a provisional deputy until the Board of
Directors elects its definitive deputy for the rest of term of
office.

Article 22 -
The Board of Executive Officers shall have all powers to
practice acts necessary to execute the company's purpose, no matter how
special they are, including to dispose and encumber permanent assets,
waive rights, compromise and agree, in compliance with related legal or
statutory provisions, as well as resolutions adopted by the General Meeting
and by the Board of Directors. It is incumbent thereupon to manage the
Company's business, especially:


I.
To comply with and make these By-Laws and resolutions of the
Board of Directors and Shareholders' General Meeting observed;
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
15
II.
To prepare and submit on an annual basis the Company's strategic
plan and general budget to the Board of Directors, being responsible
for the respective executions;
III.
To resolve on the branches, agencies, warehouses, offices and any
other Company's establishments in the country or overseas;

IV.
To decide, until the limit of authority established by the Board of
Directors, on the acquisition, disposal and/or encumbrance of
permanent assets and financial commitments connected to projects
in which the Company intends to invest;
V.
To submit on an annual basis to the appreciation of the Board of
Directors, the Management Report and the Board of Executive
Officers' accounts, accompanied by the independent auditors' report,
as well as proposal for application of profits earned in the previous
year;

VI.
To prepare and propose to the Board of Directors, the Company's
Strategic Plan, its annual reviews, as well as the annual budget; and

VII.
To submit on a quarterly basis to the Board of Directors, the
economic-financial trial balance and a detailed trial balance sheet of
the Company and its controlled companies.

Article 23 -
It is incumbent upon the Chief Executive Officer in
addition to coordinate the Officers' actions and direct the execution of
activities related to the Company's general planning:
I.
To Call and preside the Board of Executive Officers' meetings;

II.
To Maintain the Board of Directors' members informed about the
Company's activities as well as the progress of its operations;
III.
To Propose to the Board of Directors, without initiative exclusivity,
the duties attribution to the Officers; and

IV.
To Perform other attributions conferred to him by the Board of
Directors.

background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
16
Article 24 -
It is incumbent upon the Officers to assist and support
the Chief Executive Officer in the administration of the Company's business
and carry out the activities referring to the duties attributed thereto by the
Board of Directors.

Article 25 -
As a rule and except for the cases purposes of
subsequent paragraphs, the Company is bound whenever represented by
two (2) Board of Executive Officers' members or by one (1) Board of
Executive Officers' member and one (1) attorney-in-fact, or two (2)
attorneys-in-fact, under the limit of the respective powers of attorney.

Paragraph 1 - The actions for which these present By-
Laws require the Board of Directors' prior authorization may
only be practiced once met said condition.

Paragraph 2 - The Company may be represented by only
one (1) Executive Officer or one (1) attorney-in-fact in the
following events:
(a) when the act to be practiced imposes a single
representation, the company shall be represented by any
Executive Officer or attorney-in-fact holding special
powers; and

(b) when receiving and settling amounts due to the
Company, issuing and negotiating, including to endorse
and discount bills related to its sales, as well as in the
event of correspondence which does not create
obligations for the Company and the practice of acts of
simple administrative routine, including those practiced
with public agencies, mixed corporations, the Federal
Revenue Service, State Treasuries, Local Treasuries,
Boards of Trade, Labor Court, INSS (Brazilian Social
Security Institute), FGTS (Government Severance
Indemnity Fund for Employees) and collection banks and
others of identical nature and the Brazilian Agency for
Health Surveillance.

Paragraph 3 - The Board of Directors may authorize the
practice of other acts binding the Company by only one of the
Board of Executive Officers' members or one attorney-in-fact,
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
17
or also by the adoption of incumbency limitation criteria, to
restrict in certain cases, the Company's representation to only
one Executive Officer or one attorney-in-fact.
Paragraph 4 - In the constitution of the attorneys-in-fact,
the following rules shall be observed:
(a) all powers of attorney shall be granted by the Chief
Executive Officer or his deputy, jointly with any other
Officer;

(b)
when the purpose of the power of attorney is the practice
of acts depending on the Board of Directors' prior
authorization, its granting shall be expressly subjected to
obtaining the referred authorization, which shall be
mentioned in its wording.
Paragraph 5 - The acts practiced in non-compliance with
the provisions of this Article shall neither be valid nor bind the
Company.
SECTION III
AUDIT COMMITTEE

Article 26 -
The Company's Audit Committee having attributions set
forth by law shall be composed of three (3) members and equal number of
deputies.

Paragraph 1 - The Audit Committee shall not operate on a
permanent basis and shall only be installed by means of
shareholders' call, pursuant to legal provisions.
Paragraph 2 - The in-company regulation applicable to the
Audit Committee shall be set forth by the Shareholders' General
Meeting requesting its installation.

background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
18
CHAPTER IV
PROFITS ALLOCATION

Article 27 - The fiscal year shall commence on January 1 and shall end on
December 31 of each year.
Paragraph 1 -
At the end of each fiscal year, the Board of
Executive Officers shall prepare the following financial
statements, in compliance with the relevant legal precepts:
(a) balance
sheet;
(b)
statement of changes in net worth position;
(c)
income statement for the year; and
(d)
source and application of funds statement.
Paragraph 2 -
Together with financial statements for the
year, the Board of Directors shall submit to the Annual General
Meeting a proposal about the destination to be given to the net
income, in compliance with provisions of these By-Laws and
Law.

Article 28 - The shareholders shall be entitled to receive in each year as a
dividend a minimum mandatory percentage of thirty per cent (30%) over
the net income, with the following adjustments:
I.
the addition of amounts resulting from the reversal in the year of
reserves for contingencies previously formed;

II.
the decrease of amounts destined in the year for the constitution of
legal reserve and reserves for contingencies.

III.
whenever the amount of minimum mandatory dividend exceeds the
portion realized of net income for the year, the administration may
propose and the General Meeting may approve, to destine the
remaining to the constitution of reserve for realizable profit (Article
197 of Law #6404/76, with wording given by the Law #10.303/01).
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
19
Paragraph 1 - The Meeting may attribute to the
Administrators a sharing in the profits, in compliance with
relevant legal limits. The attribution to shareholders of
mandatory dividend to which this Article refers is a condition for
the payment of this profit sharing. Whenever a semi-annual
balance sheet is drawn up and based on it interim dividends are
paid in an amount, at least equal to thirty per cent (30%) over
the net income for the year, calculated under the terms of this
Article, by resolution of the Board of Directors, a share in the
semi-annual period profit may be paid to the Administrators,
subject to the approval of the General Meeting.
Paragraph 2 - The Meeting may resolve at any moment to
distribute dividends on account of pre-existing profit reserves or
retained earnings of previous years then maintained by force of
meeting decision, after attributing to the shareholders in each
year the mandatory dividend to which this Article refers.

Paragraph 3 - The Company may draw up interim or semi-
annual balance sheets. The Board of Directors may resolve on
the distribution of dividends at debit on the profits account
earned in those balance sheets. The Board of Directors may
also declare interim dividends at debit on the retained earnings
account or profit reserves existing in those balance sheets or in
the last annual balance sheet.

Paragraph 4 - Dividends not claimed within three years
become time-barred in favor of the Company.

Paragraph 5 - The Board of Directors may pay or credit
interest on own capital, subject to the approval of the Annual
General Meeting, examining financial statements related to the
fiscal year in which this interest was paid or credited.

Article 29 -
The General Meeting may resolve on the capitalization of
reserves set forth in interim or semi-annual balance sheets.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
20
CHAPTER V
SALE OF SHARE CONTROL,
CANCELLATION OF PUBLICLY-HELD CORPORATION'S REGISTRATION
AND
EXIT FROM THE NEW MARKET

Article 30 - The sale of Company's share control both by means of a single
operation and by means of successive operations shall be contracted under
a condition, whether precedent or dissolving, that the purchaser of control
shall undertake, within no later than ninety (90) days, to prepare a tender
offer of other shareholders, in such manner to ensure them a treatment
equal to the seller.
Article 31 - The public offering referred to in the previous Article shall also
be carried out:

I.
in cases in which there is an onerous granting of share subscription
rights and other credit instruments or rights related to securities
convertible into shares, which may result in the sale of Company's
control; and

II.
in the event of sale of control of the Company's controlling
shareholder, this shall be obliged to declare to BOVESPA (São Paulo
Stock Exchange) the amount attributed to the Company in the
referred sale and attach the documentation evidencing it.

Article 32 -
The shareholder already holding Company's shares and to
purchase the share control power, in view of a private instrument for the
purchase of shares entered into with the controlling shareholder, involving
any quantity of shares shall undertake to:

I.
prepare the public offering referred to in the Article 30 hereof; and

II.
indemnify the shareholders from whom shares were purchased at
the stock exchange within six (6) months prior to the date of
transfer of shares representing the Company's control, and shall pay
them possible difference between the price paid for the shares
representing control and amount paid at the stock exchange for the
Company's shares in the same period, duly updated until the
payment by IPCA (Amplified Consumer Price Index).
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
21
Article 33 - Any Purchasing Shareholder (as defined in the
paragraph 10 below), purchasing or becoming holder of the
Company's shares, in quantity equal or in excess of fifteen per
cent (15%) of total of shares issued by the Company, within no
later than sixty (60) days as of the acquisition date or event
which resulted in the ownership of shares in quantity equal or
in excess of fifteen per cent (15%) of total of shares issued by
the Company, shall carry out or request the registration, and
depending on the case, a tender offer for the total shares
issued by the Company ("tender offer"), in compliance with the
provisions of CVM's (Brazilian Securities and Exchange
Commission) regulation applicable, BOVESPA's (São Paulo
Stock Exchange) regulations and the terms of this Article.
Paragraph 1 - The "tender offer" shall be (i) indistinctly
addressed to all Company's shareholders; (ii) effective in
auction to be carried out at the BOVESPA (São Paulo Stock
Exchange), (iii) launched by the price determined according to
the provisions in the paragraph 2 below, and (iv) paid in cash in
local currency against the acquisition in the "tender offer" of
shares issued by the Company.

Paragraph 2 -
The acquisition price in the "tender offer" of
each share issued by the Company may not be less than the
result obtained with the application of the following formula:
"tender offer" price = Share Value + Premium
where:
"tender offer price" corresponds to the acquisition price of each
share issued by the Company in the "tender offer" provided for
by this Article.

The "Share Value" corresponds to the largest amount between:
(i) the largest unit quotation reached by the shares issued by
the Company during a twelve (12)-month period prior to the
"tender offer" performance at any stock exchange where the
Company's shares were traded, (ii) the highest unit price paid
by the Purchasing Shareholder, at any time, for one share or lot
of shares issued by the Company; and (iii) the amount
equivalent to twelve (12) times the Company's Average
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
22
Consolidated EBITDA (as defined in the Paragraph 10 below)
deducted from the Company's net consolidated indebtedness,
divided by the total number of shares issued by the Company.
"Premium" corresponds to fifty per cent (50%) of the Share
Value.

Paragraph 3 -
The "tender offer" performance mentioned in
the main section of this Article shall not exclude the possibility
of another Company's shareholder, or if this is the case, the
own Company, to prepare a competing "tender offer", under
the terms of regulation applicable.

Paragraph 4 -
The Purchasing Shareholder shall be obliged
to answer possible requests or requirements from the CVM
(Brazilian Securities and Exchange Commission) related to the
"tender offer", within the maximum terms determined by the
applicable regulation.
Paragraph 5 - In the event the Purchasing Shareholder
does not comply with the obligations imposed by this Article,
including referring to the compliance with the maximum terms
(i) for the performance or application for the "tender offer"
registration, or (ii) for the compliance with possible requests or
requirements from the CVM, the Company's Board of Directors
shall call an Extraordinary General Meeting, where the
Purchasing Shareholder may not vote to resolve on the
suspension of performance of rights of the Purchasing
Shareholder who failed to comply with any obligation imposed
by this Article, as provided by the Article 120 of Law #6404,
dated December 15, 1976.

Paragraph 6 -
Any Purchasing Shareholder (as defined in
the Paragraph 10 below), who acquires or becomes holder of
other rights, including usufruct or trust over shares issued by
the Company in quantity equal or in excess of fifteen per cent
(15%) of the total of shares issued by the Company shall be
equally obliged to, within no later than sixty (60) days as of the
date of said acquisition or event which resulted in the
ownership of said rights over shares in quantity equal or in
excess of fifteen per cent (15%) of total of shares issued by the
Company, carry out or request the registration, depending on
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
23
the case of a "tender offer", under the terms outlined in this
Article 33.
Paragraph 7 -
The obligations included in the Article 254-A
of Law #6404/76 and Articles 30, 31 and 32 of these By-Laws
do not exclude the Purchasing Shareholder's compliance with
the obligations included in this Article.
Paragraph 8 - The provision of this Article 33 shall not
apply in the event of a person becoming holder of shares issued
by the Company in quantity in excess of 15% of the total of
shares issued thereby as a result of (i) the incorporation of
another corporation by the Company, (ii) the incorporation of
another corporation's shares by the Company, or (iii) the
subscription of the Company's shares made in a single maiden
issue, approved by the Shareholders' General Meeting of the
Company, called by its Board of Directors. A capital increase
proposal shall determine the fixation of share issue prices based
on the economic value obtained from a Company's economic-
financial valuation report prepared by a specialized company
with proven experience in the valuation of publicly-held
corporations.

Paragraph 9 -
For the purposes of calculating the fifteen
per cent (15%) percentage of the total of shares issued by the
Company outlined in the main section of this Article, the
involuntary additions of equity interest resulting from the
cancellation of treasury stocks or from the reduction in the
Company's capital stock due to the cancellation of shares shall
not be calculated.

Paragraph 10 - For the purposes of these By-Laws, the
terms below with initials in capital letters shall have the
following meaning:
"Purchasing Shareholder" means any person (including but not
limited to any individual or legal entity, investment fund,
condominium, securities portfolio, worldwide rights or any other
form of organization, resident, domiciled or headquartered in
Brazil or overseas), or group of persons bound by a voting
agreement with the Purchasing Shareholder and/or
representing the same interest of the Purchasing Shareholding
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
24
to subscribe and/or purchase the Company's shares. Amongst
examples of a person representing the same interest of the
Purchasing Shareholder we include any person (i) directly or
indirectly controlled or administered by said Purchasing
Shareholder, (ii) controlling or administering, under any form,
the Purchasing Shareholder, (iii) directly or indirectly controlled
or administered by any person who controls or administers,
whether directly or indirectly said Purchasing Shareholder, (iv)
in which the controller of said Purchasing Shareholder has
directly or indirectly purchased an equity interest equal or in
excess of 30% of the capital stock, (v) in which said Purchasing
Shareholder has directly or indirectly purchased an equity
interest equal or in excess of 30% of the capital stock, or (vi)
who directly or indirectly holds an equity interest equal or in
excess of 30% of the Purchasing Shareholder's capital stock.

The "Company's Average Consolidated EBITDA" is the
arithmetic average of the Company's Consolidated EBITDAs
related to the two (2) fiscal years ended recently.
"The Company's Consolidated EBITDA" is the Company's
consolidated operating income before the net financial
expenses, income tax and social contribution, depreciation,
depletion and amortization, as obtained based on the
consolidated and audited financial statements related to the
end of more recent fiscal year and made available to the
market by the Company.
Paragraph 11 ­ In the event the CVM's regulation applicable
to the "tender offer" provided for in this Article determines the
adoption of a criterion to calculate the fixation of acquisition
price of each Company's share in "tender offer" resulting in an
acquisition price higher than that determined under the terms
of the Paragraph 2 above, that acquisition price calculated
under the terms of CVM's regulation shall prevail in the
effectiveness of the "tender offer" provided for in this Article.


Article 34 - Any Purchasing Shareholder having subscribed and/or
purchased shares issued by the Company, in quantity equal or in excess of
thirty per cent (30%) of the total number of shares outstanding (as defined
in the paragraph 2 below) of the Company and intending to carry out a new
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
25
acquisition of shares issued by the Company at the Stock Exchange shall be
obliged, previously to each new acquisition, communicate in written to the
Company and to the officer of the trading session of the BOVESPA (São
Paulo Stock Exchange), through brokerage company through which intends
to purchase the shares, its intention of acquiring other shares issued by the
Company, at least, three (3) business days in advance to the date foreseen
for the performance of new share acquisition, in such manner that the
Officer may previously call an auction to purchase to be carried out in
BOVESPA trading session and where intervening third parties and/or
possibly the own company may participate, always in compliance with the
terms of legislation in force, the applicable CVM's regulation and BOVESPA's
regulations.
Paragraph 1 -
In the event the Purchasing Shareholder
does not comply with the obligations imposed by this Article,
the Company's Board of Directors shall call an Extraordinary
General Meeting, in which the Purchasing Shareholder may not
vote to resolve on the suspension of exercise of the rights of
the Purchasing Shareholder who did not comply with the
obligation imposed by this Article, as provided for in the Article
120 of Law #6404, dated December 15, 1976.

Paragraph 2 -
For the purposes of this Article, the following
terms with initials in capital letters shall have the following
meaning:

"Shares Outstanding" means all shares issued by the Company
except for those (i) directly or indirectly owned by the
Controlling Shareholder and/or persons bound thereto; (ii) in
the Company's treasury; (iii) held by a corporation controlled
by the Company; and (iv) directly or indirectly held by the
Company's administrators.

"Controlling Shareholder" has the meaning attributed thereto in
the Article 116 of Law #6404, dated December 15, 1976.

Article 35 -
In the tender offer to be carried out by the controlling
shareholder for the cancellation of registration of the Company's publicly-
held corporation, the minimum price to be offered shall correspond to the
economic value verified in a valuation report.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
26
Article 36 - In the event the shareholders in an Extraordinary General
Meeting resolve on the Company's exit from the New Market, the
shareholder, or group of shareholders, holding the Company's control power
(as defined in the Article 116 of Law #6404/76) shall prepare a tender offer
(i) within ninety (90) days, in such manner that its shares are recorded for
the trading out of the New Market, or (ii) within one hundred and twenty
(120) days from the date of the Shareholders' General Meeting of the
Company approving the corporate reorganization operation, in which the
Company's shares resulting from this reorganization shall not be accepted
for trading in the New Market.

Article 37 ­ The valuation report mentioned in the Articles 35 and 36 of
these By-Laws shall be prepared by a specialized company, having proven
experience and independent from the Company, its administrators and
controllers. This report shall also observe requirements of the Paragraph 1
of Article 8 of Law #6404/76 and contain the responsibility provided for in
the Paragraph 6 of same Article of Law.
Paragraph 1 - The choice of a specialized company
responsible for the determination of the Company's economic
value is incumbent upon the General Meeting, from the
moment the Board of Directors submits a three-name list, and
the respective resolution shall be taken by absolute majority
vote of shares outstanding voiced in a General Meeting
resolving on this matter, not counting the blank votes,
excluding shares held by the controlling shareholder, his/her
spouse, companion, dependents included in the annual income
tax return, treasury shares and shares held by controlled or
affiliated corporations of the Company, as well as other
corporations to which any of these composes a same actual and
legal group.

Paragraph 2 ­ The costs to prepare the valuation report
required shall be fully borne by the controlling shareholder.
Article 38 - Contingency not covered by law herein shall be resolved by
the General Meeting and governed according to the precepts of Law
#6404, dated December 15, 1976.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
27
CHAPTER VI
ARBITRATION COURT

Article 39 -
The disputes or disagreements connected with the Listing
Regulation of the BOVESPA New Market, these By-Laws, the shareholders'
agreements filed at the Company's headquarters, the provisions of Law
#6404, dated December 15, 1976, the rules published by the Brazilian
Monetary Council, the Brazilian Central Bank and CVM, BOVESPA's
regulations and other standards applicable to the operation of capital
markets in general, or arising therefrom shall be resolved by means of an
arbitration conducted pursuant to the Regulation of Market Arbitration
Chamber established by BOVESPA .
CHAPTER VII
COMPANY'S LIQUIDATION
Article 40 -
The Company shall go into liquidation in cases
determined by Law, and it is incumbent upon the General Meeting to elect
the liquidator or liquidators, as well as the Audit Committee, which shall
operate during this period, in compliance with legal formalities.
CHAPTER VIII
FINAL AND TEMPORARY PROVISIONS

Article 41 -
The Company shall comply with the shareholders'
agreements filed at its headquarters, being expressly void to the members
of the presiding board of the General Meeting or Board of Directors to accept
declaration of vote from any shareholder, undersigned of the shareholders'
agreement duly filed at the headquarters, rendered in disagreement with
what was covenanted in said agreement and it shall also be expressly void
to the Company to accept and carry out the transfer of shares and/or
encumbrance and/or assignment of preemptive right to the shares
subscription and/or other securities not complying with provision and
regulations of the shareholders' agreement.
background image
MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA COSMÉTICOS S.A.
28
Article 42 -
It is void to the Company to grant financing or
guarantees of any kind to third parties, under any mode for business
unfamiliar to the corporate interests.
Article 43 ­ The publications ruled by the Limited Liability Corporation
Law (Law #6404/76) shall occur on the Official Gazette of the São Paulo
State and the "Valor Econômico" newspaper.
Article 44 - The provisions of Article 33 of these By-Laws shall not apply
to the current shareholders already holding fifteen per cent (15%) or more
of the total of shares issued by the Company and its successors, including
and especially to the Company's controlling shareholders, undersigned of
the Shareholders' Agreement dated April 26, 2004 and filed at the
Company's headquarters, under the terms of the Article 118 of Law
#6404, dated December 15, 1976, exclusively applying to those investors
purchasing shares and becoming Company's shareholders after obtaining
publicly-held corporation registration with the CVM and the start of
Company's shares trading at the BOVESPA."
(iv) After reading the Extraordinary and Annual General Meeting dated
March 05, 2004, exclusively on the part related to the term of office of
Board of Directors' members, the duration of the referred term of office was
ratified up to the next Company's Annual General Meeting to be held in the
year 2005.

VIII ­ Closure of the meeting: Having nothing more to discuss, the
Chairman of the meeting concluded the works, firstly adjourning the session
to draw up these present Minutes, which after being read, discussed and
deemed in compliance, these were approved and signed by all the
shareholders attending the meeting, by the Secretary and by the Chairman.
Signatures: Pedro Luiz Barreiros Passos ­ Chairman; José David Vilela Uba -
Secretary.

We certify this present instrument is a faithful copy of the Minutes drawn up
in the company's books.
Itapecerica da Serra ­ SP, April 26, 2004.

ALESSANDRO GIUSEPPE CARLUCCI ANTONIO CARLOS SIQUEIRA DA
SILVA
Trade Executive Officer Legal Executive Officer