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NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) #71.673.990/0001-77
Company's Register (NIRE) #35.300.143.183
Publicly-held Company
Subscribed and Paid-up Capital: R$ 230,761,985.57 ­ 427,193,055 common shares
Authorized Capital: up to 14,117,070 common shares
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON MARCH 29, 2006
On March 29, 2006, at 3:00 pm, at the headquarters located in the city of
Itapecerica da Serra, state of São Paulo, at Rodovia Régis Bittencourt, s/n.º, Km 293,
Edifício I, with the attendance of all its members and under the chair of Mr. Guilherme
Peirão Leal, the Board of Directors of NATURA COSMÉTICOS S.A. held a meeting,
pursuant to the Article 6, paragraph three and Article 20, clause XVIII of its Bylaws, with
the purpose of examining, discussing and voting (i) the granting of call option or
subscription of Company's shares to its management and employees, as well as
administrators and employees of companies directly or indirectly controlled thereby and
(ii) as a result of the splitting of non-par, registered common shares issued by the
Company approved on this present date, the splitting of call options or the subscription of
shares granted as per Addenda to the Plans for the Granting of Call Option or
Subscription of Common Shares Issued by the Company related to the calendar years of
2001, 2002, 2003 and 2004, approved by the Company's Board of Directors on May 17,
2004, as well as granted pursuant to the Plan for the Granting of Call Option or
Subscription of Common Shares Issued by the Company related to the Calendar Year of
2005, approved on March 16, 2005 and addendum on April 28, 2005.
After examining the matter, the Board members approved by unanimous
vote and without any reservation:
(i) to grant 1.153.756 (
a million, one hundred and fifty-three thousands, seven
hundred and fifty six
) call options or subscription of Company's shares to its management
and employees, as well as the administrators and employees of companies directly or
indirectly controlled thereby, according to the Plan for the Granting of Call Option or
Subscription of Common Shares Issued by the Company ­ Year 2006, which comprises
the Exhibit I to these present Minutes, duly filed at its headquarters.
The calculation of the quantity of options granted on this present date was
made taking into account the splitting of common shares issued by the Company, as
approved by the shareholders at Extraordinary General meeting held on this present
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date. Thus, referring to the options granted herein, the ratio of one (1) current option to
five (5) options shall not be applied on March 31, 2006.
A list of Company's management and employees, as well as the
administrators and employees of companies directly or indirectly controlled thereby,
beneficiaries of the granting of call options or subscription of shares approved on this
date and respective quantities of options comprise the Exhibit II to these present
Minutes, duly filed at the Company's headquarters.
(ii) as a result of the splitting of non-par, registered common shares
issued by the Company, approved on this present date, the splitting of call options or the
subscription of shares granted as per Addenda to the Plans for the Granting of Call
Option or Subscription of Common Shares Issued by the Company related to the calendar
years of 2001, 2002, 2003 and 2004, approved by the Company's Board of Directors on
May 17, 2004, and granted as per the Plan for the Granting of Call Option or Subscription
of Common Shares Issued by the Company related to the Calendar Year of 2005,
approved on March 16, 2005 and addendum on April 28, 2005.
Thus, to each one (1) call option or subscription of shares issued by the
Company referring to the Addenda to the Plans for the Granting of Call Option or
Subscription of Common Shares Issued by the Company related to the Calendar Years of
2001, 2002, 2003 and 2004 and to the Plan for the Granting of Call Option or
Subscription of Common Shares Issued by the Company related to the Calendar Year of
2005, liable on this present date to immediate exercise or not, held on March 30, 2006,
shall correspond five (5) call options or subscription of shares on March 31, 2006,
maintaining all the terms, conditions and restrictions mentioned in the respective
Programs and Plans for the Granting of Call Option or Subscription of Shares and
addenda.
The agreements for the granting of call option or subscription of shares
related to the Plans for the Granting of Call Option or Subscription of Shares and
addenda, mentioned above, shall have their addenda in order to reflect the splitting of
options approved herein, within no later than ninety (90) days as from this present date.
Nothing more to be discussed, the Chairman of the Board declared the
adjournment of the meeting to draw up these Minutes, which after being read and
approved, these were signed by all the Board members. Signatures: Guilherme Peirão
Leal, Chairman of the Meeting and Co-Chairman of the Board; Antonio Luiz da Cunha
Seabra, Co-Chairman of the Board represented by Guilherme Peirão Leal; Pedro Luiz
Barreiros Passos, Co-Chairman of the Board; Edson Vaz Musa, Board member and José
Guimarães Monforte, Board member.
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I certify this present instrument is a free English translation of the Minutes drawn up
in the company's records.
JOSÉ DAVID VILELA UBA
Chief Financial Officer and Chief Investor Relations Officer