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DRA FT
06.14.2010
SECURITIES COMMISSION
REFERENCE FORM
As per Annex 24 of the Instruction CVM no. 480, of December 7, 2009
Nat ura Cosmétic os S.A.
Public Company of Authorized Capital
Tax ID no. 71.673.990/0001-77
Rodovia Régis Bittencourt, s/n, Km 293, Edifício I
Itapecerica da Serra, São Paulo
Identification
Natura C osméticos S.A., joint-stock company , registered as Tax IDE no. 71.673.990/0001-77
and w ith its acts duly filed in the São Paulo State Board of Trade as NIRE 35.300.143.183,
registered as a public company of authorized capital before the Securities C ommission (CVM)
as no. 19550.
H eadquar ter s
O ur C ompany is headquartered at Rodov ia Régis Bittencourt, s/n.º, km 293, Edifício I, in
Itapecerica da Serra, São Paulo State, Brazil.
Office of Relations with Investors
The O ffice of Relations w ith Inv estors of our C ompany is located at Av enida Juruá, n.º 253 ­
3º andar, in São Paulo C ity , São Paulo State, and the main contact at this office is Roberto
Pedote. The telephone of the O ffice of Relations w ith Inv estors is 55 11 4196-1401 and its
electronic address is roberto pedote@na tura.net.
Independent A uditor s
Deloitte Touche Tohmatsu Auditores Independentes.
Recor ding Bank of our shares
Itaú C orretora de V alores S.A .
Repor t of our shares in the New Mar ket
The common shares issued by the Company are listed in the segment of the New Market of
BM&FBOVESPA , in w hich they are negotiated w ith the code "NATU 3".
Newspaper s in which our Company reveals
its infor mation
O ur C ompany discloses information in the O fficial Gazette of São Paulo State and in the
new spaper "V alor Econômico", of domestic issue.
Website
http://w ww .natura.net. The information appearing on the
w ebsite of our C ompany is not part
of this Reference F orm and must not be inco rporated in it by allusion.
Attending the shareholder s of the Company
A ttending to the shareholders of the Issuer is exe cuted by means of the follow ing channels:
E-mail: inv estidores@natura.net
Telephone: 4196 1420
A ddress: Av enida Juruá, n.º 253, 3º andar
The aforesaid terms and expressions used in uppercase have the meaning assigned to them in this Reference Form.
Base Date of this Reference Form: December 31, 2009
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Reference Form ­ Natura Cosméticos S.A.
1

1.
I
DENTIFICATION OF THE AUTHORITIES FOR THE CONTENTS OF THE
R
EFERENCE
F
ORM
1.1.
Declaration of the authorities of the contents of the Reference Form

Alessandro Giuseppe Carlucci and Roberto Pedote, as CEO and Investor Relations Officer, respectively, of Natura
Cosméticos S.A., joint-stock company duly constituted and validly existing in compliance with the laws of Brazil,
registered as Tax ID no. 71.673.990/0001-77 ("Company" or "Natura"), by the present instrument, in the terms of
item 1 of Annex 24 of Instruction CVM no. 480/09, come to declare that:
(i)
they have reviewed the present Reference Form ("Reference Form");
(ii)
all the information contained in this Reference Form is true, complete, consistent and does not lead to
error, having been disclosed in an encompassing, fair and simultaneous manner to all the market, being
useful for evaluating the securities issued by the Company and, therefore, complies with that set forth in
the Instruction CVM no. 480/09, especially articles 14 through 19; and
(iii)
the set of information contained in this Reference Form is a true, accurate and complete picture of the
economic-financial situation of the Company and the risks inherent in its activities and the securities
issued by it.
Considerations about this Reference Form
This form is prepared in compliance with the requirements foreseen in the Instruction CVM no. 480, of December 7,
2009 ("Instruction CVM no. 480/09").
The last update date of this Form does not necessarily mean that this document had all its information updated up to
such date, but that some or all the information contained in it was updated in the terms of article 24, paragraphs 1, 2
and 3, of the Instruction CVM no. 480/09.
This Reference Form is not characterized as a document of public offer of securities of the Company, and nor does it
constitute a sale offer or a request for a purchase offer of securities in Brazil or in any other jurisdiction.
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Reference Form ­ Natura Cosméticos S.A.
2

2.
A
UDITORS

2.1.
Information about the Independent Auditors

Deloitte Touche Tohmatsu Auditores Independentes
(1)
Rua Alexandre Dumas, n.º 1.981
ZIP 04717-906 ­ São Paulo ­ SP
Tax ID: 49.928.567/0001-11
Altair Tadeu Rossato
Tax ID: 060.977.208-23
Tel.: (11) 5186-6064
Fax: (11) 5186-1333
Email:
arossato@deloitte.com
(1)
The auditors w ere the same as in the last three fiscal y ears.

Date of contracting the services:
06.01.2002
Description
of
the
services
contracted:
The services described below were contracted:
- Auditor: fees and reimbursement of expenses for the execution of the
independent audit work in the Financial Statements in BRGAAP, USGAAP
and IFRS;
- Consultancy: fees and reimbursement of expenses for consultancy in the
mapping and design of the environment of internal controls;
- Training: fees for training on practical matters related to accounting
practices.

2.2.
Total remuneration of the Independent Auditors during the Fiscal Year Closing on December
31, 2009

Activity
2009
%
Audit (in R$ ths)
1,451.0
58.9%
Consultancy (in R$ ths)
1,009.5
41.0%
Training (in R$ ths)
1.8
0.1%
Total
2,462.3 100.0%

2.3.
Other Relevant Information
In compliance with the Instruction CVM no. 381/03, we indicate that the Company and its controlled entities adopt as
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Reference Form ­ Natura Cosméticos S.A.
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formal procedure consultancy from the independent auditors Deloitte Touche Tohmatsu, so as to ensure that the
execution of the rendering of these other services does not come to affect the independence and objectivity required
to perform the services of independent audit, as well as obtain the due approval of the Audit Committee.

Furthermore, formal declarations are required from these same auditors regarding their independence to execute the
non-audit services.

The company policy in contracting the services of independent auditors ensures that there is no conflict of interests,
loss of independence or objectivity.
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Reference Form ­ Natura Cosméticos S.A.
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3.
F
INA NCIAL
I
NFORMATION SELECTED RELATED TO THE FISCAL YEARS CLOSING ON DECEMBER
31, 2007,
2008
A ND
2009

3.1.
Financial Information Selected
(R$ millions, except w hen
indicated)
Fiscal Years Closing on December 31 ,
Per centage var iance
2009
%
2008
%
2007
%
2009 /2008
2008 /2007
Net Equity
1,139.8
41.6%
1,014.1
45.2%
921.1
44.5%
12.4%
10.1%
Total A ssets
2,741.2
100.0%
2,242.2
100.0%
2,068.80
100.0%
22.3%
8.4%
Net Revenue
4,242.1
100.0%
3,576.2
100.0%
3,072.7
100.0%
18.6%
16.4%
Gross Profit
2,947.5
69.5%
2,463.0
68.9%
2,080.4
67.7%
19.7%
18.4%
Net Profit of fiscal y ear of
operations co ntinued
683.9
16.1%
517.9
14.5%
465.4
15.1%
32.1%
11.3%
Number of Shares, ex-
treasury department
430,273,906
429,063,794
428,767,748
0.3%
0.1%
Equity A mount of Share ­
R$
2.6490
2.3644
2.1475
12.0%
10.1%
Net Profit of F iscal Year by
share ­ R$
1.5895
1.2069
1.0855
31.7%
11.2%
3.2.
Non-Accounting Measures Selected
Other Financial Infor mation
Fiscal year closing on
December 31 ,
2007
2008
2009
(in millions of R$)
Net profit of operations co ntinued ...................................
465.4
517.9
683.9
(+) Depreciation and amortization ...............................................................................................................
76.3
90.0
92.4
(+) (Rev enue) net financial e xpenses ...........................................................................................................
7.3
22.8
41.8
(+) IRPJ and CSLL.....................................................................................................................................
156.6
229.4
190.3
EBITDA
(1)
.....................................................................................................................................................
705.6
860.1
1.008.4
On December 31 ,
2007
2008
2009
Indebtedness:
Total financing and loans
(549.0)
(480.1)
(704.4)
(+) Gains (losses) not realized w ith operations of
deriv ativ es
(6.4)
38.1
(8.7)
(--) C ash and C ash Equiv alents
405.4
350.5
500.3
Net financing and loans
(2)
(150.0)
(91.5)
(212.8)
(1)
F or the purposes of this Reference F orm, the "EBITDA" of our C ompany consists of net profit before the net financial e xpense s and rev enue
(including net e xchange v ariance), IRPJ and CSLL and the depreciation and amortization, this being the definition for the calculation of the
EBITDA used by the C ompany . The EBITDA is not a measure of financial performance according to the A ccounting Practices A dopte d in
Brazil, IF RS (as defined in this Reference F orm) or the a ccounting principles generally accepted in the U SA (US GAAP), and nor must it be
considered as an alte rnativ e to the net profit, an indicato r of the operational perfo rmance of the C ompany , an alternativ e to the cash flow s
or as an indicator of liquidity . The EBITDA does not hav e a standardized meaning, and the definition of EBITDA may not be comparable
w ith the LA JIDA and the EBITDA defined by other companies. A lthough the EBITDA does not prov ide, in accordance w ith the accounting
practices ado pted in Brazil, IF RS (as defined in this Reference F orm) or the principles generally accepted in the U SA (USGAAP) a measure of
the cash flow , management uses it to measure the operational performance of the C ompany , and furthermore, w e understand that
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Reference Form ­ Natura Cosméticos S.A.
5

determined inv estors and f inancial analy sts use the EBITDA as an indicator of the operational pe rformance of a company and/or cash f low .
O ther companies can calculate the EBITDA in a manner differing from that of the C ompany. Due to its calculation no t including the financial
rev enue and expenses , IRPJ and CSLL, depreciation and amortization, the EBITDA functions as an indicator of the general econ omic
performance of the C ompany, w hich is not affected by fluctuations in interest rates, alterations of the taxation charge of C orporate Entity
Income Tax ("IRPJ") and the Social C ontribution on Net Profit ("CSLL") or alterations to the lev els of depreciation and amortizatio n.
C onsequently , the management of the Company believ es that the EBITDA allow s a better understanding not only of its financial
performance, but also of its capacity to fulfill its liability obligations and obtain resources f or its expenses of capital a nd its w orking capita l.
How ev er, the EBITDA has limitations w hich impair its use as a measure of the profitability of the C ompany , due it not including determined
costs arising from its business, w hich could affect its profit in a signif icant manne r, such a s financial expenses, taxes, de preciatio n,
expenses of capital and other related cha rges.
(2)
Net financing and loans co rrespo nd to the total of loans plus the gains o r lo sses not realized in operations w ith de riv ativ es minus the cash
and cash equiv alents.

3.3.
Relevant Events After December 31, 2009

On February 24 , 2010, the Board of Directors of the Company approved the distribution of interest on its own capital
referring to the months of August through December of 2009, in the total amount of R$18,225,660.59, paid on April
8, 2010. On the same date, the Board also approved the distribution of dividends referring to the months of July
through December of 2009, in the total amount of R$339,385,818.92, paid, equally, on April 8, 2010.

3.4.
Income Destination Policy
Fiscal Years Closing on December 31
2009
2008
2007
Rules about r eserve of withholding
of pr ofit
O n December 31, 2009, the
reserv e of w ithholding of profit
w as constituted in the terms of
article 196 of Law no. 6.404/76,
w ith the objective of apply ing it in
future inv estments, in the sum of
R$82,988.
The
w ithholding
referring to the fiscal y ear of
2009 is based upon budget of
capital, prepared by Management
and approv ed by the Board of
Directors on F ebruary 24, 2010,
w hich w as submitted to the
approv al of the shareholders in
the O rdinary General Meeting
held on A pril 6, 2010.
O n December 31, 2008 the
reserv e of w ithholding of profit
w as constituted in the terms of
article 196 of Law no. 6.404/76,
w ith the objective of apply ing it in
future inv estments, in the sum of
R$24,285.
The
w ithholding
referring to the fiscal y ear of
2008 is based upon budget of
capital,
submitted
to
the
approv al of the shareholders in
the O rdinary General Meeting
held on March 23, 2009.
O n December 31, 2007, the
reserv e of w ithholding of profit
w as constituted in the te rms of
article 196 of Law no. 6.404/76,
w ith the objectiv e of apply ing it
in future inv estments, in the sum
of R$41.777. The w ithholding
referring to the fiscal y ear of
2008 is based upon budget of
capital,
submitted
to
the
approv al of the shareholders in
the O rdinary General Meeting
held on March 23, 2008.
A s determined in article 199 of
Law no. 6.404/76, the balance of
the reserv es of profit, except fo r
the reserv es of contingencie s and
profit to realize, w ill not be able
to exceed the ca pital stock. Thus,
in the Extraordinary General
Meeting held on A pril 02, 2007,
the capitalization of the sum of
R$153,939, referring to the
reserv es of profit constituted in
the fiscal y ears closing on
December 31, 2004 and 2005,
w hich w ere fully used for
inv estments in fixed assets a nd
w orking capital, during the fiscal
y ears of 2005 and 2006.
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Rules
about
distribution
of
dividends
O ur shareholders w ere assured of
the right to receiv e a div idend
equiv alent
to
30%
(thirty
percent) of our net profit in the
fiscal y ear.

In the terms of our By -law s at
the time, our net profit can be
adjusted:

(i)
w ith the increase of the sums
resulting from the rev ersion,
in the fiscal y ear, of reserv es
for contingencies, prev iously
formed;
(ii)
w ith the decrease of the sums
allocated, in the f iscal y ear, to
the constitution of the legal
reserv e and reserves for
contingencies; and
(iii)w henev er the sum of the
mandatory minimum div idend
exceeds
the
installment
realized of the net profit of
the fiscal y ear, Management
w ill be able to propose, and
the General Meeting approv e,
allocating the surplus to the
constitution of reserv e of
profit to realize.
O ur shareholders w ere assured of
the right to receiv e a div idend
equiv alent
to
30%
(thirty
percent) of our net profit in the
fiscal y ear.

In the terms of our By -law s at the
time, our net profit can be
adjusted:

(i)
w ith the increase of the sums
resulting from the rev ersion,
in the fiscal y ear, of reserv es
for contingencies, prev iously
formed;
(ii)
w ith the decrease of the sums
allocated, in the fiscal y ear, to
the constitution of the legal
reserv e and reserv es for
contingencies; and
(iii)w henev er the sum of the
mandatory minimum div idend
exceeds
the
installment
realized of the net profit of the
fiscal y ear, Management w ill
be able to pro pose, and the
General Meeting approv e,
allocating the surplus to the
constitution of reserv e of
profit to realize.
O ur shareholders w ere assured
of the right to re ceiv e a div idend
equiv alent
to
30%
(thirty
percent) of our net profit in the
fiscal y ear.

In the terms of our By -law s at the
time, our net profit can be
adjusted:

(i)
w ith the increase of the sums
resulting from the rev ersion,
in the fiscal y ear, of reserv es
for contingencies, prev iously
formed;
(ii)
w ith the decrease of the sums
allocated, in the fiscal y ear, to
the constitution of the legal
reserv e and reserv es for
contingencies; and
(iii)w henev er the sum of the
mandatory minimum div idend
exceeds
the
installment
realized of the net profit of the
fiscal y ear, Management w ill
be able to pro pose, and the
General Meeting approv e,
allocating the surplus to the
constitution of reserv e of
profit to realize.
Per iodicity of the distr ibutions of
dividends
(1)
Semi-annually
Semi-annually
Semi-annually
Restr ictions on the distr ibution of
dividends
There w ere none
There w ere none
There w ere none
(1)
The By -Law s authorize the right of prepa ring semi-annually or intermediary balance sheets and, base d on them, the Board of Directors w ill
be able to approv e the distribution of intermediary div idends.

3.5.
Distribution of Dividends and Withholding of Profit

(R$ millions)
Fiscal Years Closing on December 31
2009
(1)
2008
(4)
(1)
2007
(4)
(1)
Adjusted Net Pr ofit (for pur poses of Dividends)
(3)
........
680.8
524.0
456.9
Dividends and JSCP , net of IRRF..................................
591.3
86.9%
491.1
93.7%
409.3
89.6%
Interest on Ow n C apital
(
²
)
....................................
43.2
6.4%
57.5
11.0%
39.2
8.6%
Mandatory Div idends
(
²) .......................................
204.2
30.0%
157.2
30.0%
137.1
30.0%
Surplus Div idends
(
²
)
............................................
387.1
51.5%
333.9
63.7%
272.2
59.8%
Payment Date of Dividends...........................................
08/12 /2009 & 04/08/2010 08/12/2008 & 04/08/2009 08/10/2007 & 04/08/2008
Rate of Retur n related to Net Equity.............................
56.9%
48.4%
59.8%
Net Profit Withheld.......................................................
83.0
12.2%
24.3
4.6%
41.8 9.1%
Appr oval Date of Withholding.......................................
04/06/2010
03/23/2009
03/31/2008
4.
(1)
Percentage related to Adjusted Net Profit
(2)
For our common shares, negotiated on BM&FBOVESPA under the code NATU3, there are no priority dividends, fixed and minimum to be distributed due to all the
shares of the Company being common and thus there being no preference in the distribution of the profit between the shareholders.
(3)
Net profit of the fiscal year deducted from reserve for fiscal incentives (Subsidy for investments).
(4) In 2008 and 2007 it was determined as per the accounting practices proceeding from Law no. 11.638/07 and Provis ional Measure no. 449/09, later converted into
Law no. 11.941/09, without the advance adoption of the new Pronouncements, I nterpretations and Technical Guidelines issued by t he C PC in 2009. The
resubmission of the financial statements of the previous fiscal year only aims to make a comparison with the financial statements of the current fiscal year due to
the changes in the accounting practices mentioned previously.
3.6.
Dividends Declared to Account of Withheld Profit or Reserves Constituted in Previous Fiscal
Years
(R$ millions)
Fiscal Years Closing on December 31 ,
2009
2008
2007
Reserv e of profit w ithholding .............................................
83.0
24.3
41.8
C onstitution of reserv e of fiscal incentiv e .............................
3.1
1.8
n.a.
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3.7.
Le
vel of Indebtedness on December 31, 2009

(R$ millions)
Amount due
Financing of financial institutions .............................
Denominated in reals......................................
547,861
Denominated in foreign currency ......................
156, 497
[indicate debts of another natur e, if ther e are any] ..
n.a.
Total Debt. ...............................................................
704 ,358
Index of Indebtedness
1
............................................
40 .5%
[indicate other indexes of indebtedness, if
r elevant] ...................................................................
n.a.
(1)
Current liabilities added to the non0current liabilities, divided by the net equity

3.8.
Debts with Guarantee
(R$ millions)
Amount due on December
31 , 2009
Debts with Additional Guarantees.............................
353 ,502
Real Estate Security ............................................
353,502
F luctuating Guarantee .........................................
-
Unsecur ed Debts.......................................................
350 ,856
Debts with due ter m:
704 ,358
less than one y ear ..............................................
569,366
betw een one and three y ears ...............................
76,494
betw een three and fiv e y ears ...............................
40,719
more than fiv e y ears ...........................................
17,779
Total debt ...............................................................
704 ,358
3.9
Other Relevant Information

Other Financial Information
Determined amounts and percentages included in this document were rounded, and so the totals presented in some
tables may not correspond to the arithmetical sum of the respective numbers.
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4.
R
ISK
F
ACTORS

4.1.
Risk factors which can influence the decision of investment, especially, related risks :
(a)
to the Company:

We may not manage to implement our strategy in its entirety

Our hability to implement the main initiatives of growth which are part of our strategy depends upon a series of
factors, including our capacity to:
protect and strengthen our brands and their association with personal well-being, quality, innovation and
sustainability;
attain sustainable rates of growth and profitability in our current markets and successfully identify
opportunities in new markets;
maintain our retention indexes related to our freelance resellers who have no employment link with us
("Natura Consultants" or "CN" and "Natura Guidance Consultant" or "CNO") and expand our network of
Natura Consultants in Brazil, in Latin America and in new markets;
successfully develop new concepts of products in the categories in which we perform, identifying new active
ingredients and technologies and manufacturing products which answer current market demands; and
invest in operational efficiency of the already existing infrastructure platform.

We cannot ensure that any of these objectives will be executed successfully and fully.

A critical element of our strategy is our hability to maintain close relationships with our Natura Consultants. One of
the manners by which we maintain such relationships is the continuous renewal of our portfolio of innovating and
stimulating products which maintain our Natura Consultants interested in our Company and capable of benefiting
financially and personally from the resale to end consumers. If we are unable to identify market demand successfully,
if any one of our products has problems of quality and performance, if our competitors have protected intellectual
property which prevents us from offering products which would be popular or if legal requirements impose limits on
the raw materials and technologies which we can use, we may have difficulties in manufacturing attractive products
for the Natura Consultants and the end consumers. Any impact upon product development may affect our business in
a negative way.

If we are incapable of attracting and maintaining our Natura Consultants, our sales may be adversely affected

Our Natura Consultants are our main sales channel. On December 31, 2009, our products were sold by 879.7
thousand Natura Consultants in Brazil and 159.2 thousand Natura Consultants outside Brazil. The Natura Consultants
are freelance resellers who buy products directly from Natura and resell them to their customers.

There is no contract of exclusiveness between us and our Natura Consultants, and the contracts with our Natura
Consultants do not require a minimum time of association with us. Consequently, we must invest, in a continuous
manner, in training and capacitating, in innovation, in improvements of quality and in marketing to maintain and
increase the attractiveness of our products and encourage the productivity of our Natura Consultants, so as to
encourage loyalty to our Company. Furthermore, we depend upon a constantly increasing number of Natura
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Consultants to expand our business. Our success in attracting and maintaining Natura Consultants depends upon a
series of factors, including:
our skill at maintaining close and quality relationships with our Natura Consultants;
our continued skill at creating innovating and stimulating products, which maintain our Natura Consultants
interested in our Company;
the way that the public perceives our brand, our product lines and direct sales channel;
the competition for Natura Consultants from other direct sale companies; and
the macroeconomic conditions of Brazil.
If we are incapable of continuing to attract new Natura Consultants, our business may not grow, and if we are
incapable of maintaining our current Natura Consultants, our business may be adversely affected.

Unfavorable decisions in one or more of the taxation lawsuits of which we are part may affect our income in an
adverse way

On December 31, 2009, we were the defendant in 163 taxation lawsuits and their total amount was R$
1,083.3
million
. Of this total, R$ 93.6
million were
provisioned and the amount of the net provision of judicial deposits was
R$ 38.3
million
.
For further information about the taxation suits referred to above, see item 4.3 of this Reference Form, under the title
"Taxation
Proceedings
".

The loss of members of our senior management may have a substantially adverse effect upon us

Our capacity to maintain our competitive position depends, to a large extent, upon the services of our senior
management. None of the members of the senior management is subject to long -term work contracts or agreements
of non-competition. There is absolutely no guarantee that we will be able to retain the members of our current
management or contract new qualified members. The loss of any of the members of our senior management or our
inability to attract and retain experienced members may impact our business negatively.
Our success depends, in part, upon the quality and safety of our products

Our success depends, in part, upon the quality and safety of our products. If our products are in any way defective,
have failures of safety or efficacy, noncompliance with sanitary and consumer legislation, or do not attain the
standard of quality and safety expected by the Natura Consultants and by our end consumers:
our relationship with the Natura Consultants and our end consumers may be damaged;
we may have to recall determined products;
our reputation and the power o four brand may be affected; and
we may lose market share and/or be liable to administrative or judicial proceedings.

Any of these factors may affect us adversely.
The loss or interruption of our manufacturing and distribution units may be able to affect us adversely
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As we are involved in the research, manufacturing, distribution, and development of products, we are subject to the
risks inherent in these activities, including industrial accidents, e nvironmental suits, strikes and other labor disputes,
interruptions in logistics or information systems, total or partial loss of operational units, quality control of products,
safety, requirement of specific licenses and other regulatory factors, as well as natural disasters and other external
factors over which we do not have any control. For example, we use inflammable or explosive substances, such as
alcohol, in manufacturing our products. Such inflammable products are stored in our operational units and can
represent risks of damage to our installations. Possible accidents in our operational units, especially in our main
industrial plant, in Cajamar (São Paulo), can expose us to risks of total or partial loss of our installations. The total
loss or damage caused to any of our installations may affect us adversely.

The interests of the executive officers and, in some exceptional cases, of our employees may be excessively linked to
the quotation of our shares, as they are granted options of purchasing o r subscribing shares issued by use.

We have purchase and subscription option plans related to the shares issued by our Company, with which we seek to
encourage the improvement in our management and our executives to remain, seeking gains by commitment to long-
term results and short-term performance.

The fact that our executives and employees may receive options of purchasing or subscribing shares issued by us at a
price which can be less than the market price of our shares can induce such people to have their interests excessively
linked to the quotation of our shares, which can negatively impact on our business.
(b)
to the Direct and Indirect Controllers of the Company:

The interests of our controlling shareholders can come into conflict with the interest s of the other investors of the
Company

Our controlling shareholders have powers to, among other things, elect the majority of the members of the Board of
Directors of our Company ("Board of Directors") and determine the result of any resolution which requires the
approval of shareholders, including in the operations with related parties, corporate reorganizations, alienations,
partnerships and the time and sum of payment of any future dividends, observing the requirements of payment of the
mandatory dividend imposed by Law no. 6.404, of December 15, 1976, as altered ("Law of Joint-Stock Companies").
The controlling shareholders may be interested in executing acquisitions, alienations, partnerships, seeking financing
or similar operations which may conflict with the interests of other investors of our Company.
(c)
to the Shareholders of the Company:

The owners of our shares may not receive dividends.

Our Social Statute sets forth that an amount equivalent to 30% of the adjusted net profit, as reduced by the
allocations to the legal reserve and to the reserve for contingencies, if there are any, and as increased by the reversal
of amounts of the reserve to contingencies previously formulated, if there is any, shall be available for distribution by
way of dividend or payment of interest on own capital, in any fiscal year. However, the mandatory dividend may be
distributed in an amount that is limited to the net profit or, alternatively, may not be distributed if our financial
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condition is incompatible with the distribution. In the latter case, as soon as our financial condition allows, the
amounts not distributed will be paid, unless they are used to absorb losses in ensuing fiscal years.

The volatility and lack of liquidity in the Brazilian securities market may substantially limit the capacity of the
shareholders to sell the shares at the price and upon the occasion that they desire.

The investment in securities negotiated in emerging markets, such as Brazil, involves, frequently, greater risk when
compared with other global markets, such investments being generally considered to be of a more speculative nature.
The Brazilian securities market is substantially smaller, less liquid and more concentrated, being able to be more
volatile than the main global securities markets, such as the USA.

On December 31, 2008, the market capitalization of BM&FBOVESPA was approximately R$1,375.3 billion (US$588.5
billion), there having been negotiated in the year closing on December 31, 2008 an average of 5.5 billion (US$3.1
billion) per day. On December 31, 2009, the market capitalization of BM&FBOVESPA was R$2,335 billion
(US$1,340.9 billion), there having been negotiated in the year closing on December 31, 2009 an average of R$5.3
billion (US$2.7 billion) per day.

Our By-laws do not establish restrictions for the removal of protection mechanisms to shareholder dispersion and
attempts at hostile acquisition of our Company by third parties.

Our By-laws contain a provision of protection against hostile acquisition of our Company by third parties. This
provision requires that any acquiring shareholder (as defined in our By-laws) who acquires or becomes the owner of
shares issued by us in a quantity equal to or exceeding 25% of the total of the shares issued, excluding the
involuntary increases of corporate participation specified in the By-laws, executes, within the term of 60 days
counting from the date of acquisition or of the event which led to the ownership of shares or rights in this quantity, a
public offer of acquisition of the totality of the shares of our issue, at a price determined in the terms of the By-laws.
However, the By-laws do not establish mechanisms which impose restrictions upon the removal of the provision
related to the requirement that the shareholder executes the aforesaid public offer of shares in the cases foreseen in
our By-laws. Thus, our General Meeting can come to determine the exclusion of the aforesaid provision from our By -
laws. An Extraordinary General Meeting will be held to determine the abortion of the aforesaid public offer of
acquiring all the shares issued by us by the shareholder acquiring shares issued by the Company in a quantity equal
to or exceeding 25% of the total of the shares issued by the Company.
(d)
to the Controlled and Associated Companies of the Company:

See subsection
(i)
to the Foreign Countries in which the Company performs
.
(e)
to the Vendors of the Company:
The Brazilian sector of cosmetics, fragrances and products of personal hygiene is characterized by the low
concentration of vendors of raw materials and packaging. A large part of the global vendors have operations installed
in Brazil, covering practically all the specialties required by the cosmetics industry. These conditions increase the
competitiveness of the Brazilian cosmetics sector related to the remainder of Latin America, favoring exports. Thus,
the Company is not subject to relevant risk related to its vendors.
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The supply of certain raw materials to the Company is directly or indirectly dependent fro m communities that promote
the extraction of such raw materials. Potential adverse events generated, for instance, by adverse climatic
conditions, may affect the temporary availability of some products for the sale to our Natura Consultants. We believe
that only in case of non-availability of a high percentage of raw materials and only if we are not able to source the
raw materials from other suppliers or if the endcustomer does not accept the replacement through products
manufactured with different raw materials, there may be a risk of lower revenue.
(f)
to the Customers of the Company:

The Company has dispersed customers, without any concentration of revenue.
(g)
to the sector of Personal Hygiene, Perfumery and Cosmetics ("HPP&C") and Direct Sales:

We face significant competition in two areas: in the direct sales channel and in the industry of personal hygiene,
perfumery and cosmetics (HPP&C)

We have strong competitors not only in our product lines, but also in the distribution channel (Consultants). The
direct sales segment attracts resellers offering better income opportunities or a "better deal" compared to those
offered by the competitors. Resellers are attracted by competitive opportunities of gain, often by means of incentives
in the segment of direct sales. Our competitors make substantial efforts to test the effectiveness of such incentives so
that they can invest in incentives which offer the best cost x benefit ratio or generate greater return. As a result, we
face substantial competition in attracting Natura Consultants in the direct sales channel. Thus, we need continuously
to attract and retain new Natura Consultants to avoid being affected adversely.

We face significant competition from specific products of a variety of Brazilian and multinat ional manufacturers that
sell through retailers and franchises.

On a global scale, some of our competitors have substantial marketing and financial resources, a larger base of
consumers and offer a greater variety of products than us. If we do not manag e to remain competitive regarding such
manufacturers in the future, our market share may decline, negatively affecting our operational results. Moreover, the
direct sales do not allow immediate, impulsive purchasing, or frequent exposure of the brand, as in the case of
products sold in retail.

Furthermore, the purchasing decisions by consumers are affected by factors such as acknowledgement of the brand,
quality and performance of the product, price and subjective preferences of each consumer. If our advertising,
promotional or marketing strategies are not successful, if we are incapable of delivering new products which meet
market demands or which represent innovating technologies that can be sold, if we are unable to administer
successfully the right times to launch new products or the profitability of these efforts or, if for other reasons, our
Natura Consultants or our end consumers believe that the products of our competitors are more attractive, our
business can be adversely affected.

Our inability to foresee and respond to market trends and changes in consumer preferences may cause us an adverse
effect
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The success of our strategy of innovation and our continuous success depend upon our skill in foreseeing, evaluating
and reacting in a suitable and efficient manner to changes in consumer spending patterns, and in preferences related
to beauty and other related products. We have to work continuously to develop, produce and promote new products,
maintain and improve the acknowledgement of our brands, obt ain a favorable product mix and refine our approach in
how and where to promote and sell our products. Although we employ considerable resources and efforts to form,
analyze and respond to consumer preferences, consumer preferences and spending patterns cannot be foreseen with
accuracy and can change quickly. If we are not able to foresee and respond to market trends of beauty, personal
hygiene and other related products and to the variances in consumer demands, we may be affected adversely. This
risk may be increased through our efforts to simplify our product line, which already resulted in a significant change
in the product range which we offer. Moreover, relevant changes or reduction in the demand for our products,
including as a result of changes in spending patterns of consumers and in preferences, may result in inventories
which cannot be sold at the price foreseen, or in an increase in the return of products by Natura Consultants. Failures
in maintaining our inventories at suitable levels or the increase in the return of products by Natura Consultants may
affect us adversely.
(h)
to the Regulations of the sector of Personal Hygiene, Perfumery and Cosmetics (HPP&C) and Direct Sales:

Any adverse decision regarding the legal status of our Natura Consultants and Natura Guidance Consultants may
negatively affect our operational results

In accordance with the Brazilian legislation in force, our Natura Consultants and our freelance resellers who have no
employment link with us ("Natura Guidance Consultants" or "CNOs" and, together with the CNs, "Consultants") are
not related to us as employees. However, the Federal Government may promulgate new legislation or regulations
which may characterize our Natura Consultants as employees, or in another manner oblige u s to make social security
contributions on behalf of our "CNs". Any alteration to the legislation which may come to institute a working
relationship between us and our Natura Consultants and CNOs, a large number of adverse judicial sentences
determining the existence of an employment link, or the obligation to collect social security contributions from our
CNs would lead to substantial additional costs which could cause the restructuring of our business. Any change in the
structuring of our activities can have a negative effect upon our business.

Alterations to the taxation legislation may oblige us to increase prices

We believe that we have a greater risk than many other industries of undergoing an increase in the taxation load, as
historically the Federal and State Governments have felt that determined products, such as cosmetics, drinks and
cigarettes, are superfluous goods and subject to higher taxation, which is expressly foreseen in the Brazilian taxation
legislation.

We nay have to include all or a significant part of these increases in our prices. Any ensuing price increases can affect
the demand for our products and have a significant adverse effect upon our operational results.

Furthermore, we are responsible for withholding and collecting the Sales and Services Tax ("ICMS") of our Natura
Consultants, calculated based on a study/survey determining the added value margin or based don an assumed value
added margin for each State. The taxation substitution of ICMS is reflected in the sales price o f our products to the
Natura Consultants. If any state increases the value added margin of the Natura Consultants, we will have to withhold
additional quantities on behalf of our Natura Consultants, and we may have to include a part or all these increases in
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our prices. If the price increases are large, our Natura Consultants may re -evaluate the business model and come to
the conclusion that it is no longer profitable to resell our products. Any ensuing impact on our withholding rate of
Natura Consultants or on the volume sold by our Consultants may affect our business negatively.

Alteration to environmental laws and regulations, including those which handle access to and exploitation of the
Brazilian biodiversity can affect our business in an adverse manner, including in respect of our capacity to develop
new products

The Brazilian legal standards, established in the Convention about Biological Diversity, contain several points which
are questionable constitutionally and from which we diverge. It is a co mplex legislation and does not facilitate the
process of research and innovation, besides containing countless aspects not clearly defined. Especially, concerning
our products of the Natura Ekos line, we increasingly use active ingredients extracted from the Brazilian biodiversity
to research and develop innovating and different products. This critical element of our strategy can be impaired if any
new law or regulation, or if future interpretations of the existing legislation, restrict even further the ac cess to the
genetic heritage or traditional knowledge associated with the genetic heritage, or also impose new costs of
transaction upon the R&D process. These factors can negatively affect our business and our image as a company
which supplies, among other things, products developed based on resources from the Brazilian biodiversity.

Brazilian manufacturers, including our Company, are subject to a rigorous environmental legislation in the federal,
state and municipal spheres, regarding, among other things, the elimination of solid residue and use of water. We
require the authorizations of governmental agencies for some of our activities. If we infringe or fail to comply with
these laws, regulations and authorizations, we can be fined, have our authorizatio ns revoked, or be subject to
criminal sanctions (including our administrators). We can also be obliged to bear substantial corrective environmental
expenses. The governmental agencies or other authorities may also issue new rules which are more rigorous or seek
more restrictive interpretations of the existing laws and regulations, which may oblige us to spend additional
resources in environmental adaptation. Any action in this respect by governmental agencies may negatively affect our
business.

Also in this respect, legislation is being discussed in the Brazilian National Congress to regulate the payment for
environmental services ("PSA"). Possible regulations of PSA may burden the process of production, distribution and
sale of our products.

Furthermore, we emphasize that the Brazilian National Congress approved in December of 2010 the Domestic Policy
concerning Climate Changes (PNMC), through Law no. 12.187 of 12/29/2009, which establishes the goals referring to
the voluntary commitment which Brazil assumed in the United Nations Convention about Climate Changes, in the
Kyoto Protocol and in other documents about climate changes in which it may come to be a subscriber. This Domestic
Policy may lead to laws and regulations which place limitations upon our industrial and commercial activities or also
additional costs.
(i)
to the Foreign Countries in which the Company performs:

Our operations in foreign countries are subject to several risks. However, we do not believe that the risks related to
such operations can affect us materially, related to the current participation in the operational result.

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4.2.
Expectations of Reduction or Increase in the Exposure of the Company to the Relevant Risks
described in item 4.1 above

The Company does not have complementary comments about the risks described above.


4.3.
Judicial, Administrative or Arbitrational Proceedings in which the Company or its Controlled
Companies are Party and which are not under Secrecy

We are party in suits and/or administrative proceedings in the civil, taxation, labor and regulatory areas.

On December 31, 2009, the total amount of the proceedings which involve liability contingencies was R$ 1,545.0
million, and the total amount involved in the proceedings with possible and probable loss, according t o our evaluation
and that of our legal assessors was R$ 300.2 million and our provisions for suits and administrative procedures were
approximately R$ 121.4 million, of which R$ 93.6 million were related to taxation suits, R$ 17.1 million to labor suits
and R$ 10.7 million to civil suits. We believe that our provisions for judicial and administrative contingencies are
sufficient to handle probable losses. Therefore, we believe that the judicial and/or administrative holdovers, if decided
unfavorably for the Company, will not result in an adverse material effect for our business, except for the procedures
related to our subordinate debentures and the amortization of premium, described below. We also believe that any
adverse sentence will not materially affect our image.
4.3.1.
Civil Proceedings

On December 31, 2009, we contended in 1578 civil proceedings, and the total discussed in the proceedings was
approximately R$ 59 million. Of this total, R$ 10.7
million are
provisioned (R$ 8.8 million net of judicial deposits).
Most of these proceedings refer to claims for indemnification and moral damages related to the use of our products,
allegation of improper inclusion of the names of the Natura Consultants in the base of the Credit Protection Service as
debtors in default, improper inclusion of names of third parties in the base of the Credit Protection Service as debtors
in default, due to the practice of registration fraud.
Among the civil proceedings, six suits stand out which involve a former quota holder of Flora Medicinal J. Monteiro da
Silva Ltda. ("Flora Medicinal"), as described below:

- Suit of Partial Dissolution of Company, converted into determination of assets, by means of which the former
quota holder referred to pleaded against Flora Medicinal, t he determination and payment of assets arising from
being excluded from the company. On November 6, 2009, the Company deposited the amount of the
condemnation updated as R$19,703,542.16 and provided the payment of the provision in the amount of
R$16,601,782.05. On December 09, 2009, the judge uttered sentence terminating the execution, the parties
appealed, and await the sentence of the High Court of Justice;

- Indemnifying Suit, by means of which the companies Flora Medicinal and Nova Flora pleaded the condemnation of
the former quota holder to the payment of indemnification for losses caused by the infringement of the Contract of
Stipulation of Conditions for Participation in the Capital Stock of Flora Medicinal. The lawsuit was deemed
groundless in the first and second appeal, as well as the request for a special appeal. Flora Medicinal appealed the
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sentence which did not grant the special appeal, and the court determined the sending of the special appeal to the
High Court of Justice.

- Execution Suit, by means of which the former quota holder seeks the receipt of consigned credits understood to be
due because of loan contracts signed with Flora Medicinal, the updated amount of the debit being, on August 10,
2009, R$ 1,828,530.40, of which R$ 1,522,378.41 are deposited. Attachment of 10% of the gross sales of the
debtor, currently in course, was granted. The opposing appeals by the debtor were rejected, currently awaiting the
judgment of the appeal and the answer of the expert accountant about a possible difference between the amount
deposited and the amount due of the consigned credits which the plaintiff understands to be due related to the
intercompany loans.

- Suit of Consignment in Payment, by means of which the former quota holder pleaded the execution of deposit of
the taxes owed by him, corresponding to 50% of the amount of the installments of ICMS contracted by Flora
Medicinal, specifically of April through September 2001, besides those falling due in the course of the proceeding.
The lawyers handling the case think that there is only a remote likelihood of losing it;

- Suit of Arbitration of Remuneration of Capital, by means of which the former quota holder pleaded indemnification
for the undue use of his capital by Flora Medicinal and Nova Flora. The request was deemed groundless, the right
to appeal made by the plaintiff having been denied, as was the case with the special appeal. The plaintiff made an
interlocutory appeal related to the sentence which did not allow the special appeal and it is currently in the High
Court of Justice awaiting sentence concerning the appeal. The lawyers handling the case think that there is only a
remote likelihood of losing it; and

- Collection Suit, by means of which the former quota holder pleaded the condemnation of the Company and Nova
Flora to paying the additional amount alleged to be due arising from the acquisition of the shareholder control of
Flora Medicinal, plus the fine of 10% on the transaction amount. The lawyers handling the case think that loss is
possible and the amount involved updated, including interest on arrears, on December 31, 2009, was R$
6,991,900.87.

We also highlight, among the relevant civil suits, (i) the Public Civil Suit, brought by the Federal Public Prosecution
Service of Acre State against the Company and other institutions, about the allegation of supposed access to the
traditional knowledge associated with the active ingredient
Murumuru
held by the Ashaninkas Indians. Our lawyers
think that there is only a remote likelihood of losing it; and (ii) four preparatory procedures established to follow up
the application of the legislation about biodiversity, especially, the Provisional Measure no. 2.186 -16 of 2001. Our
lawyers thought that the risks of the procedures becoming Public Civil Suits ­ APC, on December 31, 2009, were
remote. Owing to the new action of the Public Prosecution Service, which we learnt of at the start of 2010, in the two
preparatory procedures being carried out in Amazonas State, our lawyers altered their evaluation of the risk to
probable. The other two preparatory procedures, being handled in Maranhão and Pará States, continue to have the
risk evaluation of remote that they become ACP.
4.3.2.
Labor Proceedings

On December 31, 2009, we contended in 641 labor claims and the total claimed in these suits was approximately
R$ 249.5 million. Of this total, R$ 17.1 million are provisioned (R$ 14.9 million net of judicial deposits). Approximately
79% of the pending labor claims were made by employees of outsourced companies that render services of
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attendance, safety, transportation, etc. The cases refer to the discussion about termination amounts, additional
salary, overtime and allocated amounts due. The applicable legislation imposes on us the subsidiary liability of paying
the labor obligations of our hired contractors. In the labor claims made by former collaborators there are claims for
overtime.

Furthermore, on December 31, 2009, bearing in mind the economic position of the company SERCOM, former vendor
of call center services, we altered the prognosis of loss of the 273 labor claims to probable, it being certain that there
was the provisioning of the sum of R$ 9.6 million.

On December 31, 2009, there were no labor suits which, individually or together, were re levant to the business of the
Company and/or its controlled companies.
4.3.3.
Taxation Proceedings

On December 31, 2009, we contended in the liability role in 163 taxation suits and the total amount of these shares
was R$
1,089.2 million
. Of this total, R$ 93.6 million are provisioned and the amount of the net provision of judicial
deposits was R$ 55
.4 million
.

- Debentures

We are party in three fiscal administrative proceedings in the total amount of R$ 122.7 million, on December 31, 2009.
The grounds of action are related to the subordinate debentures which we issued in 1998 and that were redeemed in
March 2004, which were totally subscribed by our controlling shareholders. In 2003, 2006 and 2007, the fiscal
authorities drew up a tax assessment notice, alleging that the payments made by way of remuneration of these
debentures would not be deductible for the calculation of IRPJ and CSLL of the fiscal years c losing on December 31,
1999, 2001 and 2002. The fiscal authorities based the tax assessment notice substantially upon the fact that the
debentures have been subscribed by related parties and that, therefore, the remuneration of these debentures would
not be required and usual for our business, and consequently would not be deductible from the valuation basis of
IRPJ and CSLL.

We were not successful in the first administrative appeal in any of the three proceedings which were the object of
appeal to the Administrative Council of Fiscal Appeals which, except for the administrative proceeding drawn up in
2003, await judgment. The administrative proceeding drawn up in 2003 was maintained partially related to IRPJ and
fully related to CSLL, through the administrative decision judged in January 2010 and our Company went to court
aiming to cancel the remaining installment of IRPJ and CSLL. Our lawyers think that the perspective of success
associated with this suit is that the likelihood of loss is remote. Our lawyers think that the likelihood of losing in the
administrative sphere of the tax assessment notice of the base period 2001 and 2002 (for IRPJ and CSLL) is remote,
applying the same classification to a possible lawsuit. Due to the classification of risk of loss being given as remote by
our lawyers, we do not provision in our financial statements the amounts related to these proceedings, and a final
decision against the Company in all the proceedings referred to would affect us adversely. Furthermore, in the
records of our first administrative proceeding, in March 2004, 3.08% of the investment of R$ 328.6 million held by the
Company in the controlled Indústria e Comércio de Cosméticos Natura Ltda. ("Natura Indústria"), in the sum of
R$ 10.1 million, were itemized.

- Amortization of premium
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On December 27, 2000, Natura Empreendimentos S.A. ("Natura Empreendimentos") became a full subsidiary of
Natura Participações S.A. ("Natura Participações") through the incorporation of shares of Natura Empreendimentos in
Natura Participações, with the ensuing increase in capital. The incorporation of shares of Natura Empreendimentos
was executed by their economic value. The latter was calculated by an independent company, based upon the cash
flow discounted from Natura Empreendimentos projected along a period of ten years. Natura Participações issued
new shares for the former shareholders of Natura Empreendimentos and acknowledged in its balance sheet a
premium equivalent to the difference between the book value and the economic value of the shares of Natura
Empreendimentos.

On March 5, 2004, Natura Cosméticos S.A. successively incorporated Natura Empreendimentos and Natura
Participações. These operations allowed us, in accordance with the taxation legislation, to amortize fiscally the
premium originally posted to GL by Natura Participações when the incorporation of the shares of Natura
Empreendimentos, and compensate it in the determinations of IRPJ and CSLL. On January 31, 2004 we posted to GL
in Natura Participações, before its incorporation, a provision for maintenance of the equity capacity of distribution of
future dividends, in the terms of the CVM Instructions no. 319, of December 3, 1999, and no. 349, of March 6, 2001,
which reduces the full sum of the premium recorded. As a consequence of the incorporation of Natura Participações
by the Company, the latter in turn amortized in accounting the premium based upon its remaining realization, i.e., in
linear form for the period of seven years, from April 2004. On December 31, 2009, of the total of R$ 1,028 million,
the amount amortized was R$ 840.3 million.

From April 2009 onwards, we started to accelerate the amortization of the remaining balance of the premium. The
decision was taken by the Company, after the evaluation of our management together with our internal and external
lawyers, and it is established in the evaluation report which confirms that we attained in the period from 2004 to
2008 the profitability results previously projected when incorporating shares, which was ten years. Furthermore, it is
important to emphasize that, after executing this procedure of accelerating the fiscal benefit of the premium
concluded in 2009, in 2010 and in the following years the effective rate of IRPJ and CSLL will not benefit from the
amortization of the premium.

On June 30, 2009, tax assessment notice was drawn up of IRPJ and CSLL against the Company in the total of
approximately R$ 544 million and which has as object the questioning about the fiscal deductibility of the
amortization of the premium generated in the operation in which Natura Empreendimentos became a full sub sidiary
of Natura Participações (incorporation of shares occurring on December 27, 2000). The basis for the recording
consists, basically, in the supposed absence of business purpose for acquiring the corporate participation with
Premium in the present case, as it concerns an operation performed "within the same economic group" (internal
premium), without the occurrence of any payment. We were not successful in the first administrative appeal, for
which reason an appeal was made to the Administrative Council of Fiscal Appeals which awaits judgment. Our lawyers
think that the operation as it was structured and its fiscal effects can be defended, for which reason the risk of loss is
classified as being remote. We have not made any provision in our financial statements for the amounts related to
this subject and a final decision which is unfavorable in this proceeding would affect us adversely. Furthermore, the
fiscal administrative procedure leading to recording itemized the investment of R$ 747 million held by the Company in
the controlled Natura Indústria.
- Recovery of tax ­ Deductibility ­ Calculation Basis of CSLL/IRPJ ­ Law no. 9.316, of November 22, 1996 ("Law
9.316/96")
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It deals with a suit in which one questions the constitutionality of Law 9.316/ 96, which forbids the deductibility of
CSLL from its own calculation basis and from the calculation basis of IRPJ. The amount involved in the proceeding
was R$ 10.9 million on December 31, 2009. The balance provisioned was R$ 7.3 million on December 31, 2009, with
part of the provision, in the updated sum of R$ 5.3 million, being deposited judicially. According to our lawyers, part
of the contingencies is classified as possible loss.

- IPI Credit

It deals with a suit in which the controlled Natura Indústria discusses the right to IPI credit in the acquisitions of
assets for fixed assets and consumption materials. The amount involved was R$ 14.3 million in the period between
August 1998 and August 2001. The amount of the provision with a probable risk corresponded to R$ 5.0 million on
December 31, 2009, as it did not include the credit sum on which the lapsing for the respective collection operated.
According to our lawyers, the risk of loss is probable.
- Zero rate IPI

It refers to Excise Tax (IPI) credits on raw materials and packaging materials acquired with zero rate, exemption or
not taxed. The controlled Natura Indústria requested a court injunction and obtained one granting the right to credit.
On September 25, 2006, the injunction was annulled by a sentence which judged the request without grounds. The
controlled company made an appeal to revalue the grounds and re -establish the effects of the injunction. To suspend
the requirement of taxation credit, the controlled company executed, in October 2 006, a judicial deposit of the sum
involved in the proceeding. The total deposited judicially, updated up to December 31, 2009, is 36.9 million. The
deposit refers to the totality of the amounts compensated. On November 27, 2009 a protocol was established for the
request partially abandoning proceeding with the suit, as well as partially waiving the right upon which the suit is
based, for the purposes of adhering to the benefits foreseen in provisional measure no. 470, of 10/13/2009, related
to the benefit of IPI credits arising from the acquisition of raw materials, packaging material and intermediary
products subject to zero rate or not taxed and to the respective IPI debits. The judicial pleading persists concerning
the benefit of credits related to the acquisition of raw materials, packaging material and exempt intermediary
products.
- Voiding Suit - INSS

It deals with a tax assessment notice related to the social security contribution drawn up by the National Institute of
Social Security - INSS, in a control proceeding, which required from the Company, as associated taxpayer,
contribution amounts due in the contracting of services rendered by third parties, as well as a possible social security
contribution due on the cost aid amounts paid to our relationship managers for the work which they develop using
their own vehicle.

The full amount of the fiscal credits pleaded is deposited judicially. The amounts required in the tax assessment
notice, in the total sum corresponding to R$ 12.7 million, include the period January 1990 through October 1999. Of
the sum being pleaded, the amount of R$ 4.3 million was pleaded on December 31, 2009, considered by our lawyers
to be a probable loss. The sum of R$ 3.9 million is classified by our lawyers as a remote loss and the remaining
amount, of R$ 4.5 million, is classified as a possible loss.
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On November 27, 2009 a protocol was established for the request partially abandoning proceeding with the suit, as
well as partially waiving the right upon which the suit is based, for the purposes of adhering to the benefits foreseen
in Law no. 11.941, of May 27, 2009, related to the social security contributions owed by the companies which render
services to the Company, referring to the period included between November/1994 and December/1998.

- Exclusion of ICMS in the calculation basis of the Employees' Profit Participation Program (" PIS") and of the Tax for
Social Security Financing ("COFINS").

In 2007, we and our controlled Natura Indústria requested a court injunction aiming at not including ICMS in the
basis of the calculation of the contributions of PIS and of COFINS related to our operations of manufacturing,
importation and sale of products and the total amount involved in the proceeding, on December 31, 2009, was R$
323.1 million. Part of this amount, R$ 57.8 million, owing to the preliminary injunction granted to Natura Indústria,
has its requirement suspended. The remainder pleaded in this proceeding is suspended by means of the judicial
deposit which was R$ 2.6 million on December 31, 2009. According to the evaluation of our lawyers, the risk of losing
such claim is remote, but owing to accounting standards it is provisioned in our balance sheet.
- Compensation of credits of Tax On Net Profit
Owing to the declaration of unconstitutionality of collecting the Tax On Net Profit, we presented several requests to
return the amounts unduly collected for this reason, and afterwards, requests for compensation of the credits referred
to with debits related to other taxes related to other taxes administered by the IRS of Brazil. However, alleging that
the legal term for pleading such return of the amounts unduly collected had elapsed, the requests for return were
rejected by the IRS of Brazil and, consequently, the reque sts for compensation presented together with them were
impaired. On December 31, 2009, the requests for compensation formulated corresponded to an updated amount of
R$
12.2 million
. According to our lawyers, the risk of loss is remote, for which reason the GL provision was not
constituted.
4.3.4.
Regulatory

Currently we have twelve administrative proceedings resulting from sanitary infringements related to the standards of
ANVISA ­ National Agency of Sanitary Surveillance ("ANVISA"), as well as another five administrative proceedings
before the National Institute of Metrology, Standardization and Industrial Quality - INMETRO for noncompliance with
the labeling rules. There also another two administrative proceedings before ANVISA, related to food.

In accordance with Law no. 6.437, of August 20, 1977, if the administrative proceedings established against us are
deemed to be founded, among other penalties, one may apply a fine, in the minimum amount of R$ 2.0 thousand
and maximum of R$ 1.5 million for infringement committed, prohibition of the product, suspension of sales and/or
manufacturing of the product, cancellation of product registration, partial or total prohibition of the establishment,
cancellation of the permit of the establishment and cancellation of the authorization for functioning of the company.

The sanitary authority will take into account attenuating and aggravating circumstances, the gravity of the fact,
bearing in mind the consequences for public health and the case history of the infringer concerning sanitary
standards.
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21

Up to December 31, 2009, there were two condemnations which resulted in the payment of R$ 14,000.00 as a fine,
without significant adverse effects for our operations.
4.3.5.
Judicial or administrative proceedings involving the members of the Company Management

The controlled Natura Inovação e Tecnologia de Produtos Ltda. ("Natura Inovação") was recorded by the National
Institute of Social Security ­ INSS, for alleged lack of collection of social security contributions. The fiscal
administrative proceedings are still in progress in the first phase of the administrative sphere which comes to R$ 0.3
million. Owing to the drawing up of the tax assessment notice, Pedro Luiz Barreiros Passos, as well as some of our
former administrators, are investigated for the supposed practice of the crime of tax evasion for social security
contributions. Currently, the investigatory administrative proceeding is blocked, due to the court order granted in the
records of Habeas Corpus requested by the administrators referred to.

Furthermore, in the term of fiscal verification presented together with the Tax Assessment Notice drawn up against
the Company related to the Amortization of Premium (as described in item 4.3.3 ­Taxation
Proceedings
of this
Reference Form), the fiscal authority mentions, among the reasons leading to recording, that owing to fiscal
requirement the criminal representation for penal purposes was formalized for penal purposes under no.
16561.000060/2009-53. Up to December 31, 2009, the Company had not been summoned about this criminal
representation or any other criminal procedure related to the Amortization of Premium, so we do not have knowledge
of the parties involved, or of the entire contents of this representation.

Furthermore, Antônio Luiz da Cunha Seabra and Pedro Luiz Barreiros Passos, besides some of our former
administrators, are party in fiscal administrative proceedings brought by Goiás State due to the supposed incorrect
collection of ICMS which came to approximately R$ 1.01 million on December 31, 2009.

Our lawyers estimate that the risks of loss in the proceedings involving our administrators are remotes.

4.4.
Judicial, Administrative and Arbitrational Proceedings, which are not under secrecy, in that the
Company or its Controlled Companies are Party and the Opposing Parties are its Administrators
or Former Administrators, Controllers or Former Controllers, Investors or Investors of the
Company or its Controlled Companies

On December 31, 2009, there was no judicial, administrative or arbitrational procedure in which our Company or our
controlled companies were party, having as opposing parties administrators or former administrators, co ntrollers or
former controllers, investors or investors of our Company or of our controlled companies.

4.5.
Relevant Secret Proceedings in which the Company or its Controlled Companies are Party

On December 31, 2009, there was no secret proceeding in which o ur Company or our controlled companies were
party.

4.6.
Repetitive or Connected Judicial, Administrative or Arbitrational Proceedings, Based on Similar
Legal Causes and Facts , which are not under Secrecy and which Together are Relevant, in which
the Company or its Controlled Companies are Party
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On December 31, 2009, there were no repetitive or connected judicial, administrative or arbitrational proceedings
based on similar legal causes and facts, which are not under secrecy and which together are relevant, in which the
Company or its controlled companies are party.

4.7.
Other Relevant Contingencies

On December 31, 2009, we were not party in any other judicial, administrative or arbitrational proceeding relevant to
our business and/or that of our controlled companies besides that described in items 4.3 through 4.6 of this
Reference Form.

4.8.
Identify, related to the rules of the country of origin of foreign issuer and to the rules of the
country in which the securities of the foreign issuer are held, if differing from the country of origin.

Item 4.8 does not apply to our Company.
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23

5.
M
ARKET
R
ISKS

5.1.
Main Market Risks to which the Company is Exposed, including Concerning Exchange Risks and
Interest Rates (quantitative and qualitative description)

The Federal Government exercised and continues to exercise a significant influence on the Brazilian economy. This
influence, as well as the Brazilian political and economic conditions, can adversely affect our activities and the market
value of our shares

The Brazilian economy has been marked by frequent, and sometimes significant, interventions of the Federal
Government, which frequently modify the monetary, credit, fiscal, etc. policies. The actions of the Federal
Government to control inflation and execute other policies involved in the past, among other things, increases in
interest rates, changes in the fiscal policy, price control, devaluation of the currency, controls in the flow of capital
and determined limits on the goods and services imported. We do not have control over and cannot foresee which
measures of policies the Federal Government may adopt in the future. Our business, financial condition and results
of operations, as well as the market value of our shares, can be adversely affected owing to changes in the public
policy at the federal, state and municipal level, referring to public tariffs and controls of exchange, as well as other
factors, such as:
interest rates;
control in exchange and restrictions on shipments overseas;
variances in exchange rates;
inflation;
liquidity in the financial domestic market and that of capitals and market of loans;
fiscal policy and taxation system; and
measures of a political, social and economic nature which may occur or affect Brazil.
Risk of Interest Rate

During the years 2007, 2008 and 2009, approximately 20.9% and 43.4% and 22.2%, respectively, o four
indebtedness was denominated in foreign currency, of which 99.9% was protected through operations of derivatives
with interest rates based, in general, on the DI Rat e. Consequently, our main exposure to the interest rate is related
to variances ion the DI Rate.

Furthermore, on December 31, 2009, R$ 197.2 million of our short - and long-term indebtedness, or 28.0% of our
total indebtedness was subject to TJLP, compared with R$ 206.8 million, or 43.1% of the total indebtedness, on
December 31, 2008. The net expense with additional interest which we would have incurred in the fiscal years closing
on December 31, 2007, December 31, 2008 and December 31, 2009 due to a hypothetical increase of 10% in the
rate of TJLP, would have been R$ 1.1 million, R$1.3 million and R$ 1.2 million, respectively.

In the case of raising of the interest rates, there well be an increase in the costs of the service of our net debt and of
the net financial expenses caused by them, which may have a negative impact on our business, on its financial
condition and the results of our operations. Also, a possible raising of basic interest rates established by the Central
Bank may have a negative impact on our income to the extent that they can inhibit economic growth and,
consequently, the demand for our products.
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24

Risk of Exchange Rates

On December 31, 2009, approximately 18% of our sold product cost was linked to foreign currency, subject to
exchange variances. Of this sum related to foreign currencies, approximately 18% represented costs with imported
raw material and packaging material (approximately 18% in Euros and 82% in Dollars) and approximately 82%
represented costs with domestic raw material and packaging material, partially linked to the exchange variance of the
Dollar.

On December 31, 2009, our indebtedness in Dollars or linked to the Dollar (in the case of the currency basket of the
National Development Bank ­ "BNDES") was US$ 89.9 million. On the same date, R$ 156.5 million of our short- and
long-term indebtedness, or 22.2% of the total of our indebtedness, were denominated in a foreign currency,
compared with R$ 208.4 million, or 43.4% of our total indebtedness, on December 31, 2008.

The sharp devaluation of the Real related to the dollar may generate relevant and adverse effects in the Brazilian
economy and/or our business.

Efforts of the government to combat inflation can delay the growth of the Brazilian economy and impair our bu siness

In the past, Brazil had extremely high inflation rates and, consequently, adopted monetary policies which resulted in
one of the highest actual interest rates in the world. Between 2004 and 2009, the referential interest rate of the
Special System for Settlement and Custody ("SELIC") varied between 17.8% and 8.8% p.a. The inflation and the
measures adopted by the Brazilian government to combat it, mainly by means of the Central Bank of Brazil (" Central
Bank" or "BACEN"), had and can have again considerable effects upon the Brazilian economy and our business. The
rigorous monetary policies with high interest rates can restrict the growth of Brazil and the availability of credit.
Inversely, milder governmental and monetary policies and the reduction o f interest rates can lead to increases in
inflationary rates and, in consequence the volatility of growth and require sudden and significant increases in interest
rates. Moreover, we can have conditions of adjusting the prices practiced to compensate the effects of inflation on
our cost structure. Any of these factors could affect our business negatively.

Exchange instability can impair the Brazilian economy, as well as our Company

During recent decades, the Brazilian currency has had frequent and substantial variances related to the North
American dollar and other foreign currencies. Between 2000 and 2002, the Real devalued considerably compared with
the Dollar, attaining a rate of R$ 3.53 for US$ 1.00 at the end of 2002. Between 2003 and the last quarte r of 2008,
the Real increased significantly in value related to the Dollar, driven by the stabilization of the macroeconomic
environment and by a strong increase of foreign investments in Brazil, with the exchange rate attaining R$ 1.56 for
US$ 1.00 in August of 2008. In the context of the crisis which affected the global financial markets in 2008, the Real
ended the year with a devaluation of 31.9% related to the Dollar, having an exchange rate of R$ 2.34 for US$ 1.00 at
the end of 2008. In 2009, the economy began to recover from the crisis and, in this scenario, throughout 2009 the
Real increased in value 74.73% related to the Dollar: on December 31, 2009, the exchange rate was R$ 1.73 for
US $1.00.

The devaluation of the Real related to the Dollar could create inflationary pressures in Brazil and cause the increase of
interest rates, which in turn could negatively affect the growth of the Brazilian economy in general and impair both
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25

our financial position and our operational results, besides restricting access to international financial markets and
determining governmental interventions, including by means of recessive policies. Moreover, the devaluation of the
Real related to the Dollar could as in the context of the deceleration of economic activity, lead to the reduction of
consumption, deflationary pressures and a smaller growth of the economy in general. On the other hand, the
increased value of the Real related to the Dollar and to other foreign currencies could result in the Brazilian trade
balance worsening, as well as restrain the growth based upon exports. Depending upon the circumstances, the
devaluation or increase in value of the Real could have a relevant and negative effect on the growth of the Brazilian
economy, as well as on our business.
Events and changes in the perception of risks in other countries, especially in developed economies, can impair the
market price of global securities, including the market price of our shares

The market value of securities issued by Brazilian companie s is influenced, to a different extent, by the economic and
market conditions of other countries, including developed and emerging economies. Although the economic situation
of these countries is significantly different from the economic situation of Brazil, the reaction of the investors to the
events in these other countries can have an adverse effect upon the market value of the securities of Brazilian
companies. Crises in other countries with an emerging economy or differentiate economic policies can red uce the
interest of the investors in the securities of Brazilian companies, including the securities issued by us, which could
impair the market price of our shares.

5.2.
Policy of Managing Market Risks adopted by the Company, its Objectives, Strategies and
Instruments

As approximately 99.9% of our debts denominated in a foreign currency are protected against the risk of exchange
variation, in the terms of our Exchange Protection Policy, the variance of the exchange rates has no impact on the
sum of our debt. Our Exchange Exposure Policy established exposure levels linked to these risks. It considers the
amounts in a foreign currency of the balances to receive and to pay of commitments already assumed and recorded
in our financial statements arising from our operations and those of our controlled companies, as well as future cash
flows, with an average term of six months, although not recorded on the balance sheet arising from: (i) purchase of
resources for production; (ii) importation of machines and equipme nt; and (iii) investments in the controlled
companies overseas in their respective currencies.

In order to minimize the effects of the exchange variance on our production cost, we monitor the trends of the Real
related to the Dollar and the Euro and we contract operations of derivatives, mostly forward, in line with the
Exchange Protection Policy in force. Our operations of derivatives in this market aim, exclusively, to protect us against
the exchange variance of these currencies (hedge), and not for speculation.

The activities of the Company and its controlled companies expose them to different financial risks: market risk
(including risk of currency and interest rate), credit risk and liquidity risk. The global risk management program of the
Company is concentrated on the unpredictability of financial markets and seeks to minimize potential adverse effects
on financial performance, using derivative financial instruments to protect certain exposures to risk.
The risk management is performed by the central treasury department of the Company, the policies having to be
approved by Internal Committees and by the Board of Directors. The treasury department identifies, evaluates and
contracts financial instruments in order to protect the Company against possible financial risks, mainly arising from
interest and exchange rates.
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26


The Exchange protection policy determines that the "hedge" contracted by the Company should limit the loss
referring to Exchange devaluation related to the net profit projected for the fiscal year in course, given a determined
estimate of exchange devaluation related to the North American dollar. This limitation defines the ceiling or maximum
exchange exposure allowed for the Company.

5.3.
Significant Alterations in the Main Market Risks t o which the Company is exposed or in the Risk
Management Policy Adopted by the Company in the fiscal year closing on December 31, 2009
In the fiscal year closing on December 31, 2009, there was no significant alteration to the main market risks to which
we are subject, or in the risk management policy which we adopt.

5.4.
Other Relevant Information
There is no further information which the Company deems relevant related to the subjects dealt with in this Section 5.
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27

6.
C
OMPANY
H
ISTORY

6.1.
Constitution of the Company
Date
August 28, 1969
Form
Our Company was constituted in the form of a limited liability company and transformed
into a joint-stock company on September 6, 1995.
Headquarters country/
constitution
Brazil

6.2.
Term of Duration

According to our By-laws, the duration term of our company is undetermined.

6.3.
Brief Company History

Our constitution goes back to August 28, 1969, when, in company with Jean Pierre Berjeaut, Antonio Luiz da Cunha
Seabra founded Indústria e Comércio de Cosméticos JeBerjeaut Ltda., which in January 1970 had its company name
altered to Indústria e Comércio de Cosméticos Natura Ltda. At that moment, there was only one store in São Paulo
and the production was executed in a small factory which contained only seven collaborators.

More recently, on May 21, 2004, we were registered as a public company at the Securities Commission (" CVM"). On
May 24, 2004, we performed our initial public offer of shares, which came to be negotiated in the special listing
segment "New Market" of BM&FBovespa S.A. ­ São Paulo Stock, Commodities and Futures Exchange
("BM&FBOVESPA"), which segment has differentiated rules of corporate governance ("New Market"). The selling
shareholders of the aforementioned offer were Antonio Luiz da Cunha Seabra, Guilherme Peirão Leal, Pedro Luiz
Barreiros Passos, Anizio Pinotti and Ronuel Macedo de Mattos.

Our current corporate name is Natura Cosméticos S.A. Our social object defined in our By-laws is (i) the exploitation
of the trade, exportation and importation of products of beauty, hygiene, toiletry, cosmetic products, articles of
clothing, jewels, bijouterie, articles for the home, food, nutritional complements, software, books, editorial material,
entertainment products, phonographic products, medicaments, including phytotherapeutic and homeopathic ones,
drugs, pharmaceutical product resources and household cleaning products, being able, for this, to practice all the acts
and execute all the operations related to their purposes; (ii) the rendering of services of any n ature, such as services
related to esthetic treatment, market assistance, registration, planning and analysis of risks; and (iii) the organization,
participation and administration, in any form, in companies and business of any nature, as partner or shareh older.

6.4.
Registration Date in the CVM
The registration of the public company of our Company was obtained on May 21, 2004, as no. 19550.

6.5.
Main Corporate Event

In 2005, we inaugurated Casa Natura in Paris (France) and started our operations in Mexico. A lso in that year, our
subsidiary Flora Medicinal became non-operational.
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28

In 2007, we started our operations in Colombia and Venezuela, by means of the subsidiaries Natura Cosméticos Ltda.
­ Colombia and Natura Cosméticos C.A. ­ Venezuela, respectively.

In 2008, in our Extraordinary General Meeting the incorporation was approved, by the Company, of our controlled
company Nova Flora Participações Ltda. Owing to this incorporation, we came to control directly the subsidiary Flora
Medicinal J. Monteiro da Silva Ltda.

In 2009, we started the process of restructuring our international operations, by constituting holding companies in
Holland and Spain, and of the verification of the shares of our subsidiary in France to the capital stock of our
subsidiary in Holland. Also on October 21, 2009, the new board of directors approved the closing of our operation in
Venezuela, as well as the closing of non-operational companies in Uruguay and in Portugal. In January 2010, the
company Natura Brasil Cosmética Lta., in Portugal, was closed and the companies in Uruguay and Venezuela are in
the phase of closing.

6.6.
Filing for Bankruptcy or Judicial or Extrajudicial Recovery of the Company

By December 31, 2009, our Company had no object of any filing for bankruptcy or judicial or extrajudicial recovery.

6.7.
Other Relevant Information

In July 2009, we executed, in the terms of the CVM Instruction no. 400, of December 29, 2003, and of CVM
Instruction no. 471, of August 8, 2008, a secondary public offer of 56,796,411 common shares issued by us
("Secondary Offer of Shares"). The Secondary Offer of Shares was directed at physical and corporate entities, residing
and domiciled in Brazil, considered or not as institutional investors in the terms of Brazilian legislation, as well as to
qualified institutional investors qualified and residing in the USA that invest in Brazil by means of CMN Resolution no.
2.869, of January 26, 2000, CVM Instruction no. 325, of January 27, 2000, and Law no. 4.131, of September 3, 1962,
as altered.
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7.
O
UR
A
CTIVITIES
7.1.
Summarized description of the activities developed by the Company and its controlled companies

Natura Cosméticos S.A.

Natura is the largest company in the sector of cosmetics, fragrances and products of personal hygiene of Brazil,
having, in 2009, 13.2% of the market share, in accordance with data disclosed by Euromonitor International, an
agency providing market analyses and reports ("Euromonitor"). Also, according to the same data, Brazil is the third
largest world market of this sector. We are an integrated Company which develops, manufactures, distributes and
sells products and our brand is one of the most easily recognized ones in Brazil, in accordance with Interbrand, in a
publication of 2009.

In 2009 we commemorated 40 years of existence and believe that we are acknowledged for our long-term
commitment to sustainable development and the quality of the relations which we build through ethics, transparency
and open dialogue. We are also present in another seven countries of Latin America (Argentina, Bolivia, Chile,
Colombia, Mexico, Peru and Guatemala), as well as in France.

In 2009, we sold more than 345.1 million units (SKUs) and, currently, we offer our consumers a portfolio of almost
685 products by means of the direct sales system. SKUs are "Stock keeping units", a measure used in our industry to
represent a product with its individual features of volume, functionality, color or fragrance.

Since 2004 the shares issued of Natura are listed in the New Market of BM&FBOVESPA. By means of our business
behavior and our Essence, we seek to enhance and respect the interests and values of everybody to whom we are
related, directly or indirectly. In acknowledgement of this posture, in 2009 for the fifth year running we were included
in the Business Sustainability Index (ISE) of BM&FBOVESPA.
Our controlled companies
Besides the activities developed directly by Natura Cosméticos S.A., our organizational structure includes the
participation mainly of the subsidiaries of which the activities are described below:
a)
Indústria e Comércio de Cosméticos Natura Ltda.: its activities mainly consist of the manufacturing and
sale of the products with the brand Natura to Natura Cosméticos S.A. - Brazil, Natura Cosméticos S.A. -
Chile, Natura Cosméticos S.A. - Peru, Natura Cosméticos S.A. - Argentina, Natura Cosméticos Ltda. -
Colombia, Natura Europa SAS ­ France and Natura Cosméticos de Mexico, S.A. de C.V es.;
b)
Natura Cosméticos S.A. - Chile, Natura Cosméticos S.A. - Peru, Natura Cosméticos S.A. - Argentina,
Natura Cosméticos Ltda. - Colombia and Natura Distribuidora de Mexico, S.A. de C.V.: of which the
activities are similar to those developed by the controlling company Natura Cosméticos S.A. ­ Brazil;
c)
Natura Inovação e Tecnologia de Produtos Ltda.: its activities Consist of developing products and
technologies and market research. It is the complete controlling company of Natura Innovation et
Technologie de Produits SAS - France, satellite center of research and technology inaugurated in 2007,
in Paris.;
d)
Natura Europa SAS ­ France and Natura Brasil SAS - France: their activities consist of purchasing,
selling, importing, exporting and distributing cosmetics, fragrances in general and hygiene products;
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e)
Natura Cosméticos de Mexico, S.A. de C.V.: its activities consist of importing and selling cosmetics,
fragrances in general and products of personal hygiene to Natura Distribuidora de Mexico, S.A. de C.V;
f)
Natura Cosméticos y Servicios de Mexico, S.A. de C.V.: its activities consist of rendering administrat ive
and logistical services to the companies Natura Cosméticos de Mexico, S.A. de C.V. and Natura
Distribuidora de Mexico, S.A. de C.V;
g)
Natura Cosméticos España S.L. - Spain: it is on the pre-operational phase and its activities will consist of
the same activities developed by the controlling company Natura Cosméticos S.A. ­ Brazil;
h)
Flora Medicinal J. Monteiro da Silva Ltda.: its activities referred to the sale of phytotherapeutic and
phytocosmetic products of its own brand. It has not been operational since 2005, and on March 31,
2008, after the incorporation of Nova Flora Participações Ltda., it came to be controlled directly by
Natura Cosméticos S.A. ­ Brazil;
i)
Natura Logística e Serviços Ltda.: its activities Consist of rendering administrative and logistical services
to the companies of the Natura Group headquartered in Brazil;
j)
Ybios S.A.: its activities consist of research, management, development of projects, products and
services concerned with the area of biotechnology, being able, also, to sign agreements and
partnerships with universities, foundations, companies, cooperatives and associations, among other
public and private entities, in the rendering of services in the area of biotechnology and in the
participation in other companies;
k)
Natura Innovation et Technologie de Produits SAS - France: its activities consist of research in the areas
of
in vitro
tests, alternatives to tests on animals, to study the safety and efficacy of active ingredients,
skin treatment and new packaging materials. The laboratory in Paris focuses on developing
methodologies of evaluation and safety of raw materials, especially those which use material equivalent
to the human skin (a technology available in the most feasible manner in France). The research center
consists of a type of radar for partnerships with European groups; and
l)
Natura Europa SAS ­ France and Natura Cosmetics USA Co.: in January 2009, the quotas corresponding
to the capital stock of these controlled companies were considered to be a contribution of capital in the
holding company
Natura (Brazil) International B.V. - Holland, the Company coming to have the
corresponding indirect participation in these companies by means of this holding company
headquartered in Holland
7.2.
Regarding each operational segment which has been disclosed in the last financial statements of
closing the fiscal year or, when existing, in the consolidated financial statements, indicate the
following information
(a)
produts and services sold

There are three large distribution channels for cosmetics, fragrances and products of personal hygiene in the Brazilian
market:
direct sales, which represented approximately 42% of the total sales in 2009, in accordance with the
Brazilian Association of the Industry of Personal Hygiene, Perfumery and Cosmetics and with the Union of
the Industry of Perfumery and Articles of Toiletries of São Paulo State. ("Abihpec/Sipatesp"), and which
include mainly our Company and Avon;
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retail sales, which represented approximately 50% of the sales in 2009, and were main ly sales through
supermarkets which offer products manufactured by Unilever N.V., Johnson & Johnson, Beiersdorf AG,
Colgate-Palmolive Company, L'Oréal S.A. and other producers, as per data of Abihpec/Sipatesp; and
franchises, which represented approximately 8% of the sales in 2009, and are sales by stores such as O
Boticário, which sell the products of a determined company, as per the information of the same source.

The retail sales also include sales by pharmacies and drug stores, which usually sell cosmetics, fragrances and
products of personal hygiene in Brazil.

The sales of the products of cosmetics, fragrances and products of personal hygiene in the Brazilian market by the
direct sales channel have grown in the last six years at a greater rate than t he other distribution channels. Whereas
the share of the direct sales channel went from 35% in 2002 to 42% in 2009, the retail share fell, going from 57% to
50% in the same period. The sector of franchises, in turn, went from a share of 6% in 2003 to a sh are of 8% in
2009. The table below shows the annual growth of the direct sales channel compared with the conventional channels
(retail, wholesale and franchises).
2003
2004
2005
2006
2007
2008
2009
Retail
57%
57%
54%
52%
52%
52%
50%
Direct sales
37%
36%
40%
42%
41%
41%
42%
F ranchises
6%
7%
6%
6%
7%
7%
8%
Total
100%
100%
100%
100%
100%
100%
100%
Source: Abihpec/Sipatesp.
Natura

We offer a great variety of cosmetics, fragrances and products of personal hygiene, and continue developing new
products. Our beliefs and world vision inspire the creation of our products. They are developed with the commitment
of integrating the physical, intellectual and emotional dimensions of people and their family, professional and social,
and environmental relations. Therefore, they will be instruments of information, increasing awareness and seeking
personal improvement.

The different product lines are grouped into the categories of makeup, treatment for the face and body, bathing,
body oils, perfumery, hair, sunscreen, child and oral hygiene.
Fragrances and perfumes
. We offer 16 brands of female perfumes and fragrances, including
Ekos, Humor,
Amor América, Kriska, Kaiak, Biografia
and
Sintonia
. We also offer 11 lines of male perfumes and fragrances,
including Natura Homem, Horus, Due, Humor and Kaiak, besides the child lines Mamãe Bebê and Naturé.
Creams and lotions
. We offer the line Chronos, which offers a full range of options for the treatment of face
skin, as well as selling a variety of lotions for the body of the brands
Natura Ekos, Natura Tododia
and
Erva
Doce
.
Makeup
. We sell a large portfolio of makeup products with the brands
Natura Diversa, Natura Faces
and
Natura Aquarela
.
Deodorants
. We sell deodorants with 13 different brands, including perfumed desodorants which are
extensions of our lines of female and male fragrances and the brand
Erva Doce
, besides oils for the bath.
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32

Products for the hair
. We compete in the market of products for hair, mainly through our brands
Natura Ekos
and
Natura Plant
.
Hand toilet soaps
. We believe that we were the pioneers in Brazil in introducing liquid toilet soaps for hands
in 1984 with Erva Doce. Today, in this market segment dominated by bar toilet soaps, we offer eight
different brands of toilet soap highlighting
Natura Tododia
and
Natura Ekos
.
Sunscreens
. Besides the sunscreen line
Fotoequilíbrio
, we offer specific sunscreens for children's skin.
Shaving products
. We offer shaving creams and after shave products which are extensions of our lines of
male fragrances.

Our products aim not only to meet the functional requirements of our consumers, but also to awaken the senses and
increase the awareness of the individual with himself or herself, with others and with the world. Thus, we seek to
develop products which promote the sensation of wellbeing and pleasure upon being used.

Some sub-brands stand out as they symbolize more clearly our world "Vision" and transmit our values:
Chr onos:
Products of treatment for the face and body w hich compose our anti-aging line, w here w e gather together the diffe rent and
most updated technological resources to combat aging. This line expresses our desire to combat the stereoty pes and
standards of beauty , one of the foundations of our particular "V ision" of the w orld of cosmetics. We believ e that one should
respect the time w hich passes and the experiences liv ed. In keeping w ith this, in 1992, we adopted an innov ating concept
for the ca tegory of anti-aging creams, and not one of being anti-age as disclosed by other compa nies of the secto r, and w e
establish a new standard of communication, by enhancing the "Truly Beautiful Woman", transmitting the idea that it is
possible to feel w ell and beautiful at any age. We believ e that, for the first time, the adv ertising of an anti-aging product w as
performed by w omen of sev eral ages and not by models. Loy al to this be lief, w e believ e that, at any time C hronos w as the
only cosmetic to combat aging w ith a specific formula fo r each age.
Ekos:
Perfumes, oils, products for the hair, hy drators and toilet soaps w hich show that, liv ing w ith nature and different cultures,
w e can learn new experiences. We believ e that, by means of this line, w e express our lov e for the delicate chain of life, our
commitment to sustainability and div ersity . We use resources of the rich Brazilian biodiv ersity and, in some cases, w e seek
inspiratio n from the traditio nal know ledge of the properties and uses of our plants. With this line, w e aim to increase
aw areness of the richness of our env ironmental heritage and obtain natural ingredients in a sustainable w ay , so as to
preserv e this heritage for future generations, and encourage the dev elopment and quality of life in the communities w hich
grow or extract these ingredie nts.
Mamãe e Bebê:
Shampoos, creams, oils, toilet soaps and eaux de cologne for the pregnant mother and the baby . We believe that the
mother-baby link determines, to a large e xtent, how the indiv idual w ill relate to himself or herself and the w orld. With this in
mind, the products of the line w ere especially dev eloped to encourage the display of fundamental Lov e by means of the
senses ­ touch, smell, sight, hearing and breast-feeding, generating a univ erse of sensations and feelings to be explored
and making the relationship w ith the other a celebration, a joy ful meeting
Naturé Line:
Soaps, hair and perfumery products, for childre n (boy s and girls). O ur children's line rev eals the "Discov ery of the w orld" for
children from three to sev en years old (a concept w e launched in 1998) and also aw akens initial notions of env ironmental
consciousness in a fun a nd play ful way by means of games and stories about w ater.
TodoDia
(EveryDay)
:
Soaps, deodorants and mo isturizers. The desire of offering differentiated products of high quality and freque nt use a nd the
certainty that each minute of the day is a time in w hich w e can celebrate life and care fo r our body and mind, motiv ated us
to create the TodoDia (Ev eryDay ) line. With it, w e inv ite people to aw aken their senses and to connect w ith themselv es,
w ith others and w ith the w orld.
Natura
Perfumery:

We also stand out fo r creating differentiated and co nceptual fragrances, w hich includes o ur ow n essential oils. In 2008, for
example, w e launched a line of fragrances
A mor A mérica (Lov e A merica), w hich drew us near to other Latin American
countries by using activ e products f rom local biodiv ersity , such as the Palo Santo (Ecuador) and the Paramela (A rgentina) to
dev elop products that v alue the identity and culture of the region. It is w orth highlighting that w e also opted to use o rganic
alcohol in our perfumery products (more than 70% of the alcohol used in our products is o rganic).
With the same care in which we develop our formulas, we care for the packaging of our products so that they reflect
the attractiveness and positive impact of the values of our Company, as well as our concern with environmental
responsibility. We were pioneers in 1983 in the use of refills for our most highly consumed products. This measure,
as well as expressively reflecting our commitment to the environmental question, allowed us to increase our sales
volumes.
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The commitment we have with all our groups of relationship is reaffirmed daily in the manufacture of products that
bring Bem Estar Bem (Well Well-Being) to consumers.

Our products seek not only to meet the functional needs of our consumers, but also awaken senses and expand
consciousness of the individual with himself, with others and with the world.

In 2008, our business structure which until then was directed by areas, evolved to the model of business units and
regions. Thus, in the end, Natura will also be nearer to the final consumer. We will have a portfolio of products and
promotions that may arrive more rapidly at homes and meet the local Brazilian needs and characteristics.
Guided by the strategic objective defined in 2008 of "Less is more", we decided to select the most relevant products
from our portfolio. In this sense, in 2008, we reduced our portfolio of approximately 900 items to 740. In 2009, we
ended the fiscal year with 685 items in our portfolio.
(b)
revenue coming from the segment and its participation in our net revenue
Operational segments are reported in a consistent way with the management reports provided to the main maker o f
operational decisions for purposes of performance evaluation of each segment and placement of resources.
According to reports analyzed for the making of Administrative decisions, although the main maker of decisions
analyzes the information regarding revenue on diverse levels, the main segmentation of Company business dealings is
based on cosmetics sales by geographic regions, which include the following divisions: Brazil, Latin America
("LATAM") and other countries. In addition, LATAM is analyzed in two groups: (i) Argentina, Chile and Peru; and (ii)
Mexico, Venezuela and Columbia. The segments have similar business characteristics and each one offers similar
products through the same methodology of access to consumers.
Net revenue per region is represented in the following manner in 2009:

·
Brazil: 93.0%
·
Argentina, Chile and Peru: 5.2%
·
Mexico, Venezuela and Columbia: 1.6%
·
Others: 0.2%

In the following tables is summarized financial information related to the segments for December 31 of 2007, 20 08
and 2009. The values provided to the Executive Committee in relation to income and to total assets are consistent
with the balances recorded on the accounting statement, as well as the accounting policies applied:
F iscal Year closing on 12/31/07
Net
Revenue Net profit
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Brazil
2,923,587
522,962
Argentina, Chile and Peru
121,168 (14,949)
Mexico, Venezuela and Columbia
21,698 (29,122)
Others(*)
6,248 (16,636)
Consolidated
3,072,701
462,255
F iscal year closing on 12/31/08
Net
rev enue
Net profit
Brazil
3,360,009
644,745
Argentina, Chile and Peru
164,391 (25,637)
Mexico, Venezuela and Columbia
43,996 (47,833)
Others(*)
7,805 (53,418)
Consolidated
3,576,201
517,857
F iscal year closing on 12/31/09
Net
rev enue
Net
Profit
Brazil
3,946,421
842,214
Argentina, Chile and Peru
218,541
(14,357)
Mexico, Venezuela and Columbia 66,473
(52,519)
Others(*)
10,622
(91,414)
Consolidated
4,242,057
683,924

(c)
profit or loss, as may be the case, resulting from the segment and its participation in our net revenue
For discussion of profit or loss resulting from the segment and its participation in our net revenue, see part (b)
revenue derived from the segment and its participation in our net revenue.

7.3.
Products and services
(a)
characteristics of the production process
We produce most of our products in our integrated research, production and logistics center in Cajamar, inaugurated
in 2001. In 2009, we produced 289 million units in Cajamar, in comparison with 239 million in 2008 and
approximately 223 million units in 2007. Our installations were elaborated in a manner to provide efficient expansion
to the extent that our operations grow, allowing greater economy of scale in our physical plant.

We outsourced the production of some products such as bar and liquid soaps, hair products, products in aerosol
packaging and some make-up items, as well as some samples and gifts. In 2009, the products produced by third
parties represented more than 20% of our gross revenue.
Natura adopts a flexible model that allows the Natura Consultant to make as many orders she wishes per month and
without date restriction, via Internet or call center. In 2009, we received, on average, around 37 thousand o rders per
day.



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Our vertical warehouse uses an automated system which takes the raw materials and finished products from the
shelves and sends production orders to our units. Our separation line separates the orders of Natura Consultants
automatically for sending.
(b)
characteristics of the distribution process

Natura units and factories
In 2009, our separation units processed 16.8 million boxes. The separated orders are automatically verified and then
packaged and labeled for delivery to Nature Consultants. Currently we send our products to more than 5 thousand
municipalities in Brazil.

We use nine different companies and the national postal system for transport of our products to the residences of
Natura Consultants, which allows us better rationalization of our product deliveries. We continually monitor the
success and efficiency of delivery of our products. In Brazil, delivery time varies from one to two consecutive days in
the São Paulo Capital Region and from four to five consecutive days for regions more distant from the São Paulo
Region. Delivery to the most distant regions of Brazil, as, for example, the city of Novo Progresso (PA), may take up
to eleven consecutive days.

Our main transport service providers are the carrying companies Araç atuba, Cometa, Mercúrio, Dias, Rodofly,
Utilíssimo and Patrus, as well as the Postal System.

We now have a broad distribution network for our products, and our establishments are located in Itapecerica da
Serra (SP), Matias Barbosa and Uberlândia (MG), Jaboatão dos Guararapes (PE), Canoas (RS) and Simões Filho (BA).
This distribution network allows us to improve the services provided to Natura Consultants, reducing delivery time, as
well as expanding our capacity for separation of orders.

Our capacity of responding with flexibility to the orders of our Natura Consultants is particularly important in view of
peak demands during the periods of Mother's Day and Christmas.

Natura Consultants
In distribution of our products, we use the direct sales model. Acc ording to data from the Brazilian Association of
Direct Sales Companies (Associação Brasileira de Empresas de Venda Direta - "ABEVD") of 2009, our consultant
network is the second largest in Brazil and we believe that it is the most productive in terms of value of sales per
reseller. The direct sales model is also used in our operations in Latin America. We have warehouses and distribution
centers in each country in which we are active, with the exception of Bolivia and Guatemala, supplied by our plant in
Cajamar. We seek to maintain similar procedures in each one of these countries and to preserve the attributes of the
brand we have in Brazil.
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We distribute our products principally through an extensive network of Natura Consultants spread throughout Brazil
and, on a smaller scale, in international operations. In December 2009, we had approximately 879.7 thousand
Natura Consultants in Brazil, an increase in comparison with the 730 thousand Natura Consultants verified in
December 2008 and the 632 thousand in December 2007. In addition, in December 2009, we had around 159
thousand Consultants in international operations, in comparison with 119 thousand in December 2008. These
numbers reflect the total number of Natura Consultants that made orders in the last three sales cycles of the
Company, which consist of three week periods for the marketing and sale of our products, beginning with the
publication of the Natura Magazine (Revista Natura) ­ each year has 17 sales cycles ("Sales Cycles").
Consultants Available
(1)
(
in thousands)
2009
2008
2007
Brazil...........................................................................................
879.7
730.1
632.4
A rgentina.....................................................................................
46.5
37.3
30.8
C hile ...........................................................................................
24.5
17.5
12.6
Mexico.........................................................................................
31.2
20.0
12.1
Peru............................................................................................
42.6
35.2
26.0
C olumbia
(2)
.................................................................................
13.0
5.9
2.0
F rance
(2)
.....................................................................................
1.4
0.8
0.4
(1)
Refers to the number of Consultants available at the end of the year.
(2)
Operations in Columbia only began their sales in 2007, Febr uary and June, respectively. In France, for its part, in spite of having sales by Maison since 2005, the
direct sales channel only began its activities in January 2007.

We have non-exclusive contracts with our Natura Consultants, who are autonomous resellers without an employment
relationship with us. Natura Consultants acquire our products with a 21 day payment period or 42 days on some
special dates of the year, for later resale to their respective customers at prices, terms and conditions freely agreed
upon between them. We can cancel the contracts with Natura Consultants who fail to pay for our products, who use
our brand in an inappropriate manner or who fail to make regular orders.

At each Sales Cycle we print approximately 2.3 million copies (average of fiscal year 2009) of our catalog Natura
Magazine (Revista Natura), a colorful and attractive catalogue of the products and promotions we are offering in the
Cycle in question, and we send at least one copy to each Natura Consultant. Our catalog includes reference prices for
our consumers, but Natura Consultants are free to establish the prices and conditions according to which they will
offer our products.

Natura Consultants make deferred payment for their orders, and our default level is quite low. The default rate of
Natura Consultants in Brazil represented 1.3% of our gross revenue in Brazil in 2009, 1.3% in 2008 and 1.0% in
2007. In addition, we believe that our turnover rate, of around 36%, is among the lowest among companies that
adopt the direct sales model worldwide, a good indicator of the quality of relations with the sales channel. We believe
that our Natura Consultants have greater identification with the value proposal and establish stronger and longer
lasting ties with us, and are more faithful to the brand than our competitors' sales personnel.
With the objective of spurring the business of our Natura Consultants, in 2008 we lowered the value of the minimum
order by 20% to allow greater frequency in placing of orders, reducing the waiting time of the final consumer and, at
the same time, we reward consultants with best performance with magazines and samples.
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To make orders and our relationship viable, our Natura Consultants have diverse communication and dialog channels
with Natura. The main ones are the Natura site (www.natura.net) and the Natura Call Center (Centro de Atendimento
Natura - CAN), with service by means of telephone calls. In 2008, we registered a significant increase in the use of
Internet for making orders; approximately 53.0% were made in this manner. Already in the first semester of 2009,
we confirmed this rising trend upon registering 61% of orders through Internet. At the end of fiscal year 2009, this
channel represented 71.2% of our orders.

Natura Orientator Consultants - CNOs

As of 2008, we have promoted an evolution in the relationship with our Consultants, innovating in the sales model. In
this new model, the Sales Agent assumes the role of Relationship Manager and comes to relate to a group of Natura
Orientator Consultants - CNOs. These, for their part, have the role of attracting potential candidates to the activity of
sales consultants and directing them in their daily activities.
Thus, the implantation of Natura Orientator Consultants - CNOs allowed us to draw even closer to our Natura
Consultants since in the current model the Relationship Managers relate to approximately ten Natura Orientator
Consultants - CNOs and each Natura Orientator Consultant - CNO, for his/her part, relates to up to 150 Natura
Consultants, whereas in the old model, each sales agent related to, on average, more than 600 Consultants.








PV = Sales Agent
CN = Natura Consultant
GR = Relationship Manager
CNO = Natura Orientator Consultant
CN = Natura Consultant
Old Model
CNO Model

In addition to relationship activities, the Natura Orientator Consultant ­ CNO model allows the growth of the sales
channel, promoting the adherence of a significant number of new Natura Consultants. Above all, it takes advantage of
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38

demand from the micro-regions, maximizing our model of regional activity. The Natura Orientator Consultant ­ CNO
reinvigorates the activity of the Relationship Manager and we believe that with time, they may provide for gradual
growth in productivity.

It is worth highlighting that the annual satisfaction survey with our Natura Consultants has remained at the historic
level of 90% favorability since 2007, also motivated by the activity of the Natura Orientator Consultants ­ CNOs. This
reveals principally the broad acceptance of our form of relationship, in which proximity is one of the big differentials,
as well as the strength of our product launches, the expansion of our presence in the media and the strength and
attractiveness of the "Natura" brand.

Relationship with our Natura Consultants

Our Natura Consultants are responsible for almost all our sales in 2009. We believe that maintainin g a c lose, strong
relationship with our Natura Consultants through the offer of better opportunities and personal development will
motivate them and, that way, they will offer personalized and high quality services to their customers.

We strengthen our relationship with the Natura Consultants and recognize the result of their business dealings in
various manners, including: (i) annual gala events with awards for the best Natura Consultants in each region; (ii)
special invitations to product launch events; and (iii) "VIP" visits to our facilities in the city of Cajamar in the State of
São Paulo.

In addition, we know that acting in developing the activity of Natura Consultant brings important social benefits that
may not be measured simply by the earnings in resale of our products. Thus, we understand that we help our Natura
Consultants feel more capable, providing them with an independent source of income, a greater degree of control
over their lives and the opportunity of developing relationships in a better way in their communities, and we believe
that we contribute to a more just distribution of income in our society. We also see that these factors contribute to
our ability of retaining our Natura Consultants.

We believe that another aspect that differentiates us from the competition is our effort in promoting the qualification
of the Natura Consultants. We offer diverse training opportunities developed to improve the quality of the relationship
of the Natura Consultants with the final consumer. In 2009 we offered training for approximately 583 thousand new
and already existing Natura Consultants.

Our Natura Consultants are also prepared to act in direct sales in accordance with our standards of ethics. That way,
we seek to strictly fulfill the commitment we assumed upon becoming signers of the Direct Sales Code of Conduct
before Direct Salesperson and among Companies of the ABEVD. In 2009, we did not register any legal case of the
occurrence of child, slave or hazardous duty labor in the sales consulting activity, as well as in previous years. There
was also no record of judicial or administrative cases related to violation of privacy and loss of data of Natura
Consultants.
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Our relationship practices reach Natura Consultants in various ways: more than 2,600 CNs with more than 15 years of
connection with Natura were honored in 2009. Among the product launch and fellowship events, we related with
more than 68 thousand Natura Consultants on the base date of this Reference Form, with more than 68 thousand
Natura Consultants.

The following tables indicate the level of satisfaction of our Natura Consultants in accordance with surveys we
contracted.
CN Satisfaction ­ on Januar y 31 of
2009
2008
2007
Satisfaction of Consultants
(1)
...............................
Satisfaction ­ F av orability .........................................
88%
90%
90%
Q uality of Relationship
(2)
.........................................
90%
90%
89%
Satisfaction of CNO s
(1)(3)
.........................................
Satisfaction ­ F av orability .........................................
88%
90%
90%
Q uality of Relationship
(2)
.........................................
90%
93%
95%
(1)
Percentage of Consultants and CNOs in Brazil "satisfied" and "totally satisfied".
(2)
Average of the attributes of the Organizational Climate Dimensions.
(3)
Up to 2007 there was a pilot project of CNOs only in the CO region. In 2008, the project was extended to Recife, SP and the Southern regi on.
Relationship Managers

Our sales structure on December 31, 2009 was formed of five regional leaders who act in specific regions of the
country, 43 sales managers, responsible for supervision of the work of our 942 Relationship Managers and, finally, the
9,083 Natura Orientator Consultants - CNOs, who are the main link with the Natura Consultants. Our Orientator
Consultants ­ CNOs accompany, recruit and provide training to our Natura Consultants. The vast majority of our
Natura Orientator Consultants - CNOs live in the regions in which they act and regularly talk with their Natura
Consultants.
Just as the quality of our relationship with our Natura Consultants has an effect that is propagated through our
market, the quality of our relationship with our Relationship Managers has a direct effect on the satisfaction and
productivity of our Natura Consultants. Thus, we place a great emphasis on recognition of the efforts of our
Relationship Managers and we encourage them to develop positive relationships with our Orientator Consult ants and
Consultants, including through the following initiatives: (i) the annual campaign for the sales force, which gives
awards to the Relationship Managers that reach pre-established objectives; (ii) the use of a new vehicle at around
every three years; and (iii) award payments.

Productivity of Natura Consultants

According to data of the ABEVD in 2009, our network of Natura Consultants is the second largest direct sales network
in Brazil and we believe it is the most productive in terms of the value of sales per reseller for companies of its scale.
The productivity of Natura Consultants that made at least one purchase order during the last month, measured in
annual sales and at estimated prices to the final consumer, went more than 120% beyond the ave rage of the rest of
the direct sales industry in Brazil in 2009, based on information published by the ABEVD.
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The table below shows the productivity of our Natura Consultants in relation to the Brazilian market:
Fiscal year closing on December 31 of
Infor mation regar ding pr oductivity
(1)
2009
2008
2007
Natura C onsultants av ailable (in thousands)
(2)
...............................
1,034.4
731.0
632.4
A ctiv e Natura C onsultants (in tho usands)
(3)
...................................
684.5
562.0
472.0
A ctiv e resellers of the total market (in thousands)
(4)
.......................
3,329.5
3,028.0
2,897.0
A ctiv e resellers of the market excluding Natura (in thousands) ..........
2,645.0
2,467.0
2,426.0
Natura business v olume (in millions of R$)
(5)
.................................
7,633.6
6,409.0
5,704.0
Market business v olume (in millions of R$)
(6)
.................................
21,017.9
18,441.0
16,178.0
Market business v olume excluding Natura (in millions of R$)
13,384.3
12,032.0
10,474.0
Pr oductivity of active Natur a Consultants (R$ per year per
Active Natur a Consultant) ......................................................
11,152.8
11,412.0
12,091.0
Pr oductivity of active r eseller s of the Br azilian mar ket
excluding Natura (R$ per year per active Reseller ) ................
5,060.2
4,878.0
4,318.0
Natura Pr oductivity / Market pr oductivity excluding Natura ...
2.2
2.3
2.8
(1)
All the information contained in this table refers to our operations in Brazil.
(2)
Excludes the Natura Consultants that did not make at least one purchase order during the last three Sales Cycles.
(3)
Excludes the Natura Consultants that did not make at least one purchase order during the month of December of each year. Num ber corresponding to the
mathematical average of the number of active Natura Consultants at the end of the period indicated and at the end of the immediately previous period.
(4)
Source: ABEVD.
(5)
Business volume: only for purposes of comparison, the same methodol ogy us ed by the ABEVD was applied, considering a markup of 43% (sales price suggestion)
which does not reflect the pricing policy practiced by the Natura Consultant, which has, as a practice, the offering of a dis count to consumers and purchase of
products for their own consumption.
(6)
Volume of total business of the Brazilian direct sales market calculated by the ABEVD.

Natura Movement

The Natura Movement was created in 2005 and has the objective of building awareness and mobilizing our
consultants in actions and projects by means of which they can act as agents of social transformation. In 2009, we
had 13 projects in different regions of Brazil. We involved 45,467 CNs in the following projects: adherence to the
programs Believe to See, Water for Life, The Atlantic Forest is Here, Recycling of Natura Products, Women of Peace,
and Responsible Speech (Programa Crer para Ver, Água de Viver, A Mata Atlântica é Aqui, Reciclagem de Produtos
Natura, Mulheres da Paz, Papo de Responsa), self esteem activities and income generating activities in local
communities, among others. For 2010, we will have the goal of engaging 100 thousand CNs.
Natura Houses

The reason for being of the company ­ " well-being-well" (bem estar bem) ­ served as inspiration for the
development of the concept of the Natura House (Casa Natura), areas projected in total integration with the brand's
form of expression: from decoration of the environments to a welcoming reception. More and more, we want them to
be locations so that our Natura Consultants, Natura Orientator Consultants ­ CNO and relationship managers may
come together and try our products. In these spaces, meetings, courses and trainings will also be undertaken. Our
products are not sold at the Natura Houses.

The first Natura House in Brazil was opened in 2006, in Campinas, São Paulo. From the learning gathered in this
experience, we inaugurated five more Natura Houses in 2009, thus allowing greater contact and proximity with sales
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channels. In our international operations in Latin America, we have Natura Houses in Argentina, in Columbia, in Chile,
in Mexico and in Peru.
(c)
characteristics of markets of activity, indicating
i.
participation in each one of the markets

On December 31, 2009, we were present in 52.4% of Brazilian households. The graph below shows the evolution of
our penetration in Brazilian households since 2007:
43,3%
46,3%
52,4%
2007
2008
2009
+ 3 p.p.
+ 6,1 p.p.
Source: Latin Panel, w hich represents 81% of Brazilian homes and 90% of the co nsumptio n potential in the country (according t o
Target index)

Our relationship with our consumers is based on a wide offering of products with the support services. We work with
a dynamic portfolio. We always seek to construct it in an attractive way, with an adequate offering for all groups.

Natura maintains a high level of preference. The "Natura" brand has the position of a market leader with strong
recognition in Brazil, being the preference among brands in the Cosmetics, Fragrance and Personal Hygiene segment
­ CFT at 46% in 2009 according to a survey disclosed by the
Ipsos Brand Essence
:
52.4%
+ 6.1 p.p.
46.3%
43.3%
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42
47
46
18
16
16
2007
2008
2009
Natura
2º colocado
Natura 2nd place
We had important product launches in 2009, totally aligned with our value proposal. The ones with greatest impact
were: (i) Relaunching of the Aquarela Line; (ii) Chronos Pharma Oily Skin; (iii) Humor 5; (iv) Natura Homem Nitro; (v)
Relaunching of Kaiak Clássico; and (vi) Tododia Todanoite (Everyday Everynight).
ii.
competitive conditions in the markets

The cosmetics, fragrance and personal hygiene products market is very competitive, both in Braz il and in Latin
America. Positions of the brands, image and launching of new products and publicity are important factors in this
competition. We face significant competition in two categories: in the direct sales sector and in the personal hygiene,
perfumery and cosmetics industry. The graph below represents our market share according to data from Euromonitor
disclosed in 2009, which proves our leadership in the Brazilian CFT market:
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10,5
13,2
12,6
9,9
2003
2004
2005
2006
2007
2008
2009
Natura
Unilever
Avon
Procter & Gamble
O Boticario
Colgate
7,9
9,5
7,3
6,1
6,3
6,3
2,9
6,7
Source: Euromonitor
In December 2009, we had a market share of 22.6% in our target market, according to market share data from
Abihpec/Sipatesp, which considers only the segments in which Natura operates, and excludes diapers, oral hygiene
items, hair dye, nail polish, feminine hygiene products, among others ("Target Market"). This was divided up into:
33.9% in the perfumery and cosmetics market and 12.4% in the personal hygiene market. Thus, upon evaluating the
high dispersion in share among the different categories in which we act (perfumery, hair, soaps, etc) and with a view
toward the large coverage of our channel, present in more than 5 thousand municipalities (on December 31, 2009),
we believe there is great opportunity for growth.

In this sense, we highlight below the evolution of our market share according to data from Euromonitor (every CFT
market in relation to final consumer price) and from Abihpec/Sipatesp (target market, in relation to distributor price):

Natura Mar ket Shar e
2003
2004
2005
2006
2007
2008
2009
A bihpec
(1)
...................................
17.1%
19.2%
21.4%
22.8%
22.1%
21.6%
22.5%
Euromonitor
(2)
............................
10.2%
11.4%
12.3%
13.1%
12.8%
12.9%
13.2%
(1)
Natura Market share in the target market.
(2)
Natura Market share in the total market.

It is also worth emphasizing that in 2005 we achieved recognition from the INPI of the high reputation of the Natura
brand. That means that our brand enjoys differentiated recognition and prestige from an uncontestable authority,
resulting from its tradition and qualification in the market, from its quality and from the confidence it in spires, as well
as that it may not be used by any other company in any other sector.
13 .2
10 .5
9 .9
12 .6
7 .9
7 .3
6 .1
2 .9
6 .3
6 .7
9 .5
6 .3
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Thus, considering the target market analyzed by the Abihpec/Sipatesp, our participation in 2009 was 22.5%,
whereas, according to data of the total market disclosed by Euromonitor in 2009, our participation would be 13.2%.

In the direct sales channel, our participation in the Brazilian cosmetics, fragrance and personal hygiene products
market was 53.2% in 2009, based on data from Abihpec/Sipatesp.

In the perfumery and cosmetics market, the major competitors are Avon, which has one of its largest market in Brazil
and O Boticário. In the personal hygiene market, for its part, the main competitors are companies that act in
traditional retail sales, such as Unilever, P&G, Colgate and L'Oréal, among others.

Our competitors for specific product categories include Brazilian and multinational producers that sell their products
through retailers, franchise shops and direct sales (Avon). We highlight some of these competitors below:
Fragrances
. Avon and O Boticário;
Body and skin care products
. Avon, Beiersdorf AG (manufacturer of Nivea and other products), L'Oréal S.A.,
Unilever N.V. and Monange;
Hair care products
. Unilever N.V., L'Oréal S.A., Colgate-Palmolive Company and Johnson & Johnson; and
Make-up
. Avon, O Boticário and Contém 1g.

Several of these competitors have substantially more resources available than our Company in the world environment.
We believe however that the strength of our "Natura" brand and its indicat ors, which are much higher than those of
our competitors, guarantees us a market advantage.
Calculation of our market participation depends on the methodology that is used to obtain the size of the total
market.
(d)
possible seasonal sales

We have two peak demands during the year ­ in the month of November before Christmas and in the weeks before
"Mother's Day". In November, for example, we typically have a demand 60% greater than during the other eleven
months of the year due to Christmas orders. In spite of that, it is not possible to say that we are subject to the
specific conditions of seasonality like those of the calendar of the retail sector.
(e)
main inputs and raw materials, indicating:
i.
description of the relationships maintained with suppliers, including if they are subject to governmental
control or regulation, with indication of the organs and the respective applicable legislation.
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The table below identifies the importance of our raw materials in relation to total raw material expenses in the year
2009.

Per centage of costs on
r aw material
(1)
Number of
supplier s
Subject to gover nment
r egulation?
Dependency
on few
supplier s
Volatility of
Pr ices
Plastic Packaging.....................
18%
35
y es
no
y es
Soaps....................................
6%
4
y es
no
y es
Glass C ontainers .....................
7%
4
y es
no
y es
Graphics ................................
6%
16
y es
no
y es
F ragrances .............................
7%
6
Yes
no
y es
Spray bottles ..........................
5%
3
Yes
no
y es
O thers ...................................
42%
125
Yes
no
y es
Total ....................................
100%
193

(1)
Considers raw material, packaging material and finished products produced by third parties.

Our main suppliers are: K&G Indústria e Comércio Ltda.; Grupo Rexam; Grupo Saint Gobain; Sinter Futura Ltda.;
Total Pack Indústria e Comércio; Higident Brasil Indústria e Comércio Ltda.; Aptar B & H Embalagens Ltda.; Givaudan
do Brasil; Plural; Razzo Ltda.; Lipson Cosméticos; Grupo Wheaton; Companhia Refinadora da Amazônia; IFF
Essências e Fragrâncias Ltda.; Grupo Box Print; Grupo Baumgarten; and Firmenich & Cia. Ltda. Our 17 largest
suppliers represent 60% of the total amount we pay to suppliers and 14% of our total sales. There are 17 suppliers
we call "Alliance Suppliers", in other words, suppliers we highlight due to their good relationship with our company
(which are not necessarily linked to the volume of their operations with our company). Of our 17 large st suppliers, 9
of them are "Alliance Suppliers".

We buy these raw materials, packaging materials and finished products from various suppliers. In 2009, our fifteen
largest suppliers represented 57.4% of our costs on raw material and packaging material. Approximately 84% of our
costs on raw material and packaging material in 2009 are produced in Brazil. Until now we have not faced great
volatility in the prices of raw material and packaging material. Some of our costs in relation to raw material and
packaging material are connected with the exchange rate of the Real in relation to the Dollar and the exchange rate
of the Real in relation to the Euro.

- Traditional Community Suppliers
Sustainable use of inputs from Brazilian biodiversity is our main tec hnological platform. We understand that the
development of supplier communities is fundamental for conservation of our environmental patrimony. Establishing
and maintaining this network of relationships and inserting it into the business model is a challen ge that we assumed
some years ago with the proposal of encouraging environmental conservation and valuing traditional knowledge. The
complexity of supply logistics (which involve costs, quality and traceability of the inputs); the regulatory boundaries
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46

still in construction that govern the diverse aspects of this relationship; and the cultural and social diversity of the
communities involved compose a scenario that demands continuous effort.

The number of Natura partner communities rose from 23, in 2008, t o 26, also raising the number of families
benefited from 1,895 to 2,084 in 2009. This set of communities is characterized by great diversity, both cultural and
socio-economic. In addition, they are located in different ecosystems and present different forms of social and
institutional organization. These groups range from small groups of family farmers in the South of Brazil to traditional
gathering communities with a large number of families in the North of the country.

The supply chain also includes resource processing companies that transform the inputs coming from the
communities into raw materials for our products. In the case of the Natura industrial unit of oils and soap paste in
Benevides, Pará, this relationship currently comes about in a direct manner with twelve community enterprises.

Our relationship with these groups throughout recent years has guided by different forms, directly and indirectly, of
local generation of value.

As well as the purchase of inputs, we establish contracts of sharing of benefits and, in some cases, we financially
support the development of these suppliers and their chains of production. The table below shows that quantity of
resources that were directed to Natura partner communities in the years 2007, 2008 and 2009:
2009
2008
2007
Supplying Communities ..........................................................................
C ommunities w ith w hich Nature relates .........................................................
26
23
(1)
19
F amilies benefited ......................................................................................
2,084
1,895
1,684
Resour ces directed
(in R$) .....................................................................
Supply......................................................................................................
2,756,073
2,238,182
(2)
863,647
Sharing of benefits .....................................................................................
1,056,260
1,136,017
(3)
324,716
F unds and support .....................................................................................
1,137,694
671,868
755,126
U se of image .............................................................................................
14,532
10,248
38,409
Training....................................................................................................
151,772
18,042
49,907
Handling certification and plans ....................................................................
27,807
23,347
41,700
Studies and adv isory groups ........................................................................
371,933
129,482
396,137
(1)
The increase is due to the entrance of communities in Mexico, a s w ell as tw o supplier communities that se rv e the Benev ides Industrial U nit
(PA ).
(2)
The significant increase in the v alue of inputs purchases is due to the inclusion of purchases of the Benev ides Industrial U nit (PA ) w ith the
communities of that re gion.
(3)
The expressiv e increase in the v alue of Benefit Sharing is due to the fact of hav ing paid, through liberality of the company , the contracts
that still aw ait opinions from the C GEN ­ Genetic Patrimony Management C ouncil. The v alues disbursed had bases of calculatio n w ith
periods accumulated since the launching of the products foreseen in each contract.

In 2009, we bought R$ 2.756 million in assets of the supplier communities as compared to R$ 2.238 million in the
previous year. In addition to this value, we distributed R$ 1.056 million by means of sharing of benefits through
access to the genetic patrimony and associated traditional knowledge, and R$ 1.138 million in funds and support, the
majority directed to the beginning of three projects of local development of the Reca, Turvo and Iratapuru.
In 2009, we recorded an increase of 30% in resources directed to supplier communities. The increase in resources
allocated to supply has grown, among other factors, through the increase in production of the communities that
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47

supply for the Benevides Industrial Unit. The launching of the Natura Ekos soap line, with greater concentration of oil
from biodiversity in its composition was the main factor in this increase.

Resources from sharing of benefits were maintained at a level similar to 2008. In total, including the two contracts
signed in 2009, for nuts and buriti (murity palm), Natura has six benefit sharing contracts through access to
traditional knowledge associated with native species of Brazil. There are, moreover, another 28 contracts related to
access to the genetic patrimony established with the communities.

ii.
possible dependency on few suppliers
The Brazilian sector of cosmetics, fragrances and personal hygiene products is characterized by little concentration of
raw material and packaging suppliers. A large number of global suppliers have operations in Brazil, covering
practically all the specialties required by the cosmetics industry. These co nditions increase the competitiveness of the
Brazilian cosmetics sector in relation to the rest of Latin America, favoring exports.

In this context, on the base date of this Reference Form, our company was not dependent on any one of its suppliers.


iii.
possible price volatility
Up to now we have not faced great volatility in prices of raw material and packaging materials. Some of our costs on
raw material and packaging materials are connected with the exchange rate of the Real in relation to the Dollar and
the exchange rate of the Real in relation to the Euro.


7.4.
Customers responsible for more than 10% of total net revenue
(a) total amount of revenue derived from the customer; and (b) operational segments affected by revenue derived
from the customer
We do not have any customer in which more than 10% of the net revenue of our company is concentrated. The
direct sales market is highly spread out.

7.5.
Effects of state regulation on our activities
(a)
need for government authorizations for exercise of activities and history of relationship with public
administration for obtaining such authorizations
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Relationship with Public Power
We seek to maintain a constant and open relationship with the diverse spheres of Public Power so as to be qualified
to participate in discussions of themes connected with our business. The objective is ensuring that we are recognized
as relevant interlocutors in the debate on public policies.

Our relationship with the Federal and State Government and with trade associations o ccurs by means of an area for
"Government Relations", which has a team of professionals responsible for dialogue with these groups. In
convergence between Natura strategic planning and the national political agenda, we identify the main focuses of
activity for each year.
In 2008, our company supported the initiative of Abihpec/Sipatesp of bringing a formal position and suggestions to
the Federal Government for a new law of access to genetic resources and associated traditional knowledge. For some
years, we have defended the need for new legislation which protects the national genetic patrimony and associated
traditional knowledge and at the same time guarantees conditions for research and development of products based
on our biodiversity.
In 2009, we dedicated ourselves principally to contributing to government efforts surrounding the following questions:
establishment of a new regulatory standard for access to Brazilian biodiversity; tax policy; industrial policy and direct
sales; and regulatory environment of the personal hygiene, perfumery and cosmetics sector.

We also act together with the Genetic Patrimony Management Council (CGEN), the body that regulates the theme in
the country, so that the terms of current legislation of access to genetic resou rces and associated traditional
knowledge do not compromise research and development in biodiversity. Our main interlocutors in this complex
question were the Department of the Environment, the Foreign Trade, Industry and Development Department, the
Department of Science and Technology and its agencies, as well as the Chief of Staff of the Office of the President of
the Republic.

In relation to tax policies, we work to be in fitting with the tax substitution system implanted in 2008 in the State of
São Paulo under the leadership of Abihpec/Sipatesp and the ABEVD. Through the ABEVD, we dialogue with the State
Treasury offices regarding Federal tax policies.

In that which regards the regulatory environment, we have strived throughout recent years to improv e the
procedures and demands of the regulating organ, ANVISA, so that our sector may have a modern regulatory standard
which promotes research and development and strengthens the industry, consolidating the position of the country
among the three largest markets in the world. The table below indicates the fiscal benefits and incentives we received
from the Brazilian Government in this sense:
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49

Significant Financial Aid Received fr om the Gover nment
(in million R$)
2009
2008
2007
FINEP financing directed to research and dev elopment ....................................
0.6
0
0
BNDES financing directed to industrial and logistics qualification ........................
81.7
19.0
71.5
Tax incentiv es of support and spo nsorship
(1)
.................................................
6.1
5.2
6.6
Products Law (Lei do Bem) (additional deduction of 60% on expenses related to
innov ativ e projects) ....................................................................................
10.0
14.0
13.3
ICMS Subv ention of Itapecerica da Serra .......................................................
3.1
1.8
2.8
O thers
(2)
0.0
0.0
0.1
Total .......................................................................................................
101 .5
40 .1
94 .3
(1)
IRPJ tax incentiv es related to the Rouanet Law , A udiov isual Dev ices, C hildren's Rights F und, Work food program and ICMS -MG Tax
Incentiv e, in reference to Natura Musical.
(2)
IPTU tax incentiv e in reference to return of the IPTU paid in Itapecerica da Serra on account of inv estments made in the region. IPTU
exemption of Itapecerica da Serra and C ajamar. BNDES: The decline in support in relation to the y ear 2007 does not mean that w e do not
hav e new or other demands fo r fina ncing w ith the BNDES or FINEP. F or example, BNDES management in December 2008 approv ed a line
of R$ 63.8 million for inv estments in innov ation and in 2009 approximately R$ 40.5 million w as approv ed for industrial and IT qualificatio n.
The report is based on real agreements signed w ith the Bank.


With the objective of further strengthening the channel of dialogue we maintain with public agent s, and fulfilling a
commitment assumed in 2008, we published in 2009 our Government Relationship Principles; our Integrity Policy
against Corruption and Bribery, in which we reaffirm our distance from any illicit practices; our Campaign Donation
Policy, in which we clarify our company's option of not making donations to candidates or political parties, within or
outside the electoral period; and our Position regarding the practice of political lobbying, in which we align ourselves
with those favorable to the practice exercised with ethics and transparency.
It is worth highlighting that we have no relevant litigation involving material of competitive law. With the objective of
contributing to the increase of competitiveness of the industry and the sector, the company participates in the
discussion of specific themes related to its business, by means of sectorial entities it is associated with, like
Abihpec/Sipatesp and ABEVD.

Regulation of our business

The Brazilian cosmetics industry is regulated by ANVISA, which was created by Law no. 9.782 of January 26, 1999.
Our operations are thus subject to obtaining authorizations from ANVISA and inspection by this agency. ANVISA also
indicates sanitary standards for manufacturing, storage and transport of cosmetics, fragrances and personal hygiene
products.

In regard to regulation of direct sales of consumer goods, there is no consolidated legislation in Brazil. Law no. 6.586
of November 6, 1978 regulates the condition of autonomous individual taxpayers of the Natura Consultants and tax
legislation foresees tax substitution of Natura Consultants by our company in collection of the Goods and Services Tax
- ICMS.

Obtaining NBR ISO 9001 certification
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50

In 2005 the Company was certified in NBR ISO 9001. The certification is a result of our commitment to the quality of
our processes, products and services which we seek to improve in our daily work. Thus, in recent years we have
always obtained recertification, including in 2009.

Regulation of Sanitary Inspection

According to the Brazilian Federal Constitution, the Federal Government, the states and municipalities have the power
of regulating matters related to health and sanitary inspection so as to eliminate, reduce and prevent sanitary
problems arising from the manufacture of products and provision of services related to individuals' health. The
Federal Government has laws and regulations for generic application, which are reinforced and complemented by
activities of the states and municipalities. That way, sanitary inspection is performed by federal, state and municipal
authorities, who act in an integrated way in seeking protection for the health of the population.
In terms of Federal Law no. 6.360 of September 23, 1976, companies that intend to extract, prod uce, manufacture,
transform, synthesize, purify, package, re-package, import, export, store or issue medications, pharmaceutical inputs
and correlates, hygiene products, cosmetics, perfumes and household sanitary products must have operating
authorization from ANVISA, which verifies the industrial activity, nature and type of product and proof of the
technical, scientific and operational capability of the company, as well as other applicable demands.
In addition to federal authorization, it is necessary that companies have licensing in the respective local sanitary
control authority for all the industrial and/or commercial establishments that exercise the activities of manufacture
and sale of the products cited above.

Operation of companies without the registrations mentioned above or without the presence of a professional
responsible for technical operations, as well as any violation of the laws and regulations related to federal, state or
municipal sanitary inspection, subjects the company in violation to penalties, such as a warning, fine, suspension of
activities and cancellation of permission or registry with the sanitary inspection authorities.
For details of our relevant fixed assets, see part "a" of item 9.1 of this Reference Form.

In addition, we hold registrations of our establishments and responsible technicians with the Regional Chemical
Councils of the respective states, duly accompanied with annotations of technical responsibility for our following units:
Matias Barbosa, Jaboatão dos Guararapes, Uberlândia, Simões Filho, Benevides, Cajamar, Canoas and Itapecerica.
We have already obtained renewal of registration in these councils for all Natura companies for the year 2010.

Registration of Cosmetics, Hygiene Products, Perfumes and others
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According to Federal Law no. 6.360/76, registration of cosmetics, of products directed to personal hygiene, of
perfumes and others of the kind must fit within the list of substances declared innocuous, created by the competent
organ of ANVISA and published in the Official Government Gazette (Diário Oficial da União), which will contain the
specifications related to each category, as well as the drugs, the inputs, the raw materials, the dyes, the solvents and
the other products permitted in its manufacture. Not fitting within the aforementioned list, it must have the
innocuousness of the respective formulas recognized through conclusive opinions issued by competent organs of the
Ministry of Health.

Cosmetics, adult and children's personal hygiene products, perfumes and products of the kind may have their
formulas of composition altered as long as such alterations are approved by ANVISA, based on competent technical
reports.

For details regarding our records and deposits, see part "b" of item 9.1 of this Refere nce Form.


Registration of Foods

Any and every food manufactured, prepared, processed, packed, transported, sold or deposited in Brazil, a definition
that includes our products, must be previously registered in ANVISA, except when the regulation itself dispenses with
such registration. The Decree Law no. 986, of October 21, 1969, and later regulations establish rules and standards
for labeling of foods, which we completely observe.
Food registrations are valid for a period of five years throughout national territory such that we are obliged to request
revalidation of registration in the period of up to 60 days before the date of its termination. The sanitation authority
will have a period of 60 days counting from the date of communication of the company to proceed with sanitary
inspection in the factory unit which will depend in an isolated way or jointly on its nature, the risk associated with the
product, the date of the last inspection and the history of the company. In the case of failing said inspec tion, we will
be notified to (i) suspend production, and (ii) collect the product(s) from the market when the sanitary authority
judges necessary as based on pertinent legislation, an event in which we will bear the costs of disclosure to and
notification of the population, without limitation to the application of other penalties foreseen in legislation.
Analysis of the process of request for product registration is undertaken by the Health Department ("VISA") of the
state, of the Federal District or of t he Municipality, according to the Technical Regulations, Resolutions, Administrative
Rulings and other legal instruments belonging to the product, including labeling. VISA will send a conclusive and well-
based opinion to ANVISA regarding the approval or re jection of the request for product registration. ANVISA is
responsible for accepting or rejecting, with due justification, the registration requests previously analyzed by VISA. It
furthermore belongs to ANVISA to cancel registration of the product that w as requested because of irregularity or
error in publication.
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We have a food line called "Frutífera" and we maintain the authorization of ANVISA for food distribution in our
subsidiary located in Cajamar (SP).

Environmental Licenses and Authorizations

Brazilian environmental legislation determines that the installation of undertakings and activities that in any way
cause, or may cause, degradation of the environment are conditioned on previous environmental licensing. This
procedure is necessary both for the phases of initial installation of the undertaking and for expansions carried out in
it, with the licenses issued needing to be renewed periodically.

Competence for licensing in that which refers to the undertakings with national or regional enviro nmental impact is
with IBAMA. In the other cases, competence is with the state or municipal environmental organs.

The process of environmental licensing includes basically the issuing of three licenses, all with determined periods of
validity: advance license, installation license and operating license. Each one of these licenses is issued according to
the phase in which implantation of the undertaking is found and maintenance of its validity depends on fulfillment of
conditions that are established by the environmental licensing organ. When obligatory, the absence of environmental
license, regardless of whether the activity is causing effective damages to the environment or not, constitutes an
environmental crime, as well as subjecting the violator to administrative penalties, such as fines of up to R$10.0
million and interdiction of the activity whose license was not obtained.
On the base date of this Reference Form, the company held all the environmental licenses necessary for maintenance
of its activities.

Obtaining NBR ISO 14001 certification
In recent years, our company obtained recertification according to NBR ISO 14001, based on which we maintain the
Natura Environmental Management System. By means of this system, we establish accompaniment of the
environmental risks.

Thus, being holders of NBR ISO 14001 certification, we direct resources and permanent efforts to improvement of the
environmental conditions of our production.

In this sense it is worth highlighting that we have clear standards and procedures for the selection of our suppliers in
relation to their environmental performance, according to the requirements of NBR ISO 14001. In an exemplary way,
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our suppliers are evaluated at least every two years by means of an analysis of their le gal documentation and of an
environmental self evaluation.


Environmental Responsibility

Brazilian environmental legislation foresees the imposition of criminal and administrative sanctions on individuals and
corporate entities that practice conduct characterized as a crime or environmental infraction, apart from the obligation
of repairing the environmental damages caused. Sanctions may come to be imposed by the practice of possible
environmental crimes and infractions, among them:
The imposition of fines that in the administrative area may reach up to R$50.0 million, according to the
economic capacity and legal history of the infractor, as well as the seriousness of the facts and legal history,
which may be applied in double or triple in the case of reoccurrence;
suspension or interdiction of activities; and
the loss of benefits, such as suspension of financing and disqualification for public bids and tax incentives.
In the civil area, environmental damages imply several and objective responsibility, direct and indirect. That means
that the obligation of repairing the degradation caused may affect all those directly or indirectly involved, regardless
of proof of guilt of the agents. As a consequence, the contracting of third parties to proceed with any intervention in
our activities, including, for example, the treatment and final destination of solid residues, does not exempt our
responsibility for possible environmental damages caused by the contracted party.
In addition, environmental legislation foresees the possibility of disregard of the state of being a corporate entity in
respect to the controlling company whenever this is an obstacle to reimbursement for losses caused to quality of the
environment.


Brazilian Biodiversity Regulation

On March 16, 1998, the Convention on Biological Diversity, or CDB, was introduced in the Brazilian legal system
through Decree no. 2.519 of March 16, 1998. The CDB was elaborated by world leaders in 1992 at Eco 92 which
occurred in the city of Rio de Janeiro, establishing three main objectives: (i) conservation of biological diversity; (ii)
sustainable use of its components; and (iii) just and equitable division of the benefits derived from use of genetic
resources. The CDB established general principles that may be implemented by each one of the parties who signed
with the intention of promoting the objectives of the convention, which include the elaboration and promulgation of
appropriate legislation, the undertaking of public education and awareness campaigns, periodic monitoring of
available resources and financial cooperation between the signing parties.
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The CDB also obliges the signing states to regulate access to their genetic resources and to traditional knowledge
associated with biodiversity. In spite of the content of the CDB, Brazilian legislation in reference to access and use of
Brazilian biodiversity is incipient. In 2000, the Federal Government initiated regulation of access to resources taken
from Brazilian biodiversity and from traditional knowledge associated with biodiversity with Provisional Measure no.
2.052 -1, with the current legal guide being Provisional Measure no. 2.186 -16, published on August 23, 2001, which
also created the Genetic Patrimony Management Council (CGEN) to regulate the policie s of the Ministry of the
Environment in respect to the matters indicated in said provisional measure. The provisional measure establishes in a
generic way the concepts of access to genetic patrimony and to knowledge of this patrimony, with the objective of
making sc ientific, technological and development research viable, as well as the development of biological processes
and their methodologies for use in industrial activities and in other applications, as well as diverse conditions through
which such activities may be undertaken.

We emphasize that we have defended for some years the need for new legislation which protects the national genetic
patrimony and the associated traditional knowledge, and at the same time guarantees conditions for research and
development of products based on our biodiversity. Currently, we have practices for management of access to the
genetic patrimony and associated traditional knowledge to share benefits, which are, moreover, reflected in our Policy
for Sustainable Use of Biodiversity and Cultural Patrimony.

In 2008 and 2009 were signed 15 and 4 Contracts for Use of Genetic Patrimony and sharing of benefits (Curb), and
17 and 4 Terms of Previous Assent (Tap) respectively.

Most of the proceedings related to sharing of Natura benefits remains under evaluation in the CGEN. Through
orientation from the organ, we undertook payments of all the protocoled contracts, which include proceedings
initiated in 2004 ­ in some cases, payments of sharing of benefits was linked to products launched in 2001.
Therefore, the expressive increase in the values of sharing of benefits is related to the fact that until 2007 our
company paid only the contracts authorized by the CGEN, whereas in 2008 and 2009, we made payments in
reference to 19 and 8 protocoled contracts pending evaluation by the CGEN respectively.
Distribution of Resour ces to Supplier Communities (in
R$)
2009
2008
2007
U se of image .....................................................................
14,532
10,248
38,409
F unds and support ..............................................................
1,137,694
671,868
755,126
Sharing of benefits by access to the genetic patrimony or
associated traditional know ledge...........................................
1,056,260
1,136,017
324,716

Legal situation of our Natura Consultants
Natura Consultants are autonomous resellers with whom the company maintains a commercial relationship that
authorizes them to resell it products, in a non-exclusive way, under their own responsibility and risk. Natura
Consultants do not receive any type of remuneration. In addition there is no subordination in the relationship with
Natura Consultants (another element which characterizes the employment relationship). In addition, Natura
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55

Consultants enjoy great flexibility in the manner in which they resell the products and are not submitted to any
interference of the company in the reselling they undertake, and may, moreover, terminate the commercial
relationship through ten days previous notice, without justification.

Natura Consultants are obliged to contribute to the National Social Security Institute ­ INSS in an independent way
and the company does not have the obligation of collecting the INSS in their names. On the other hand, the company
is responsible for payment in an ICMS substitution system of Natura Consultants, which is calculated as based on
research and study of determination of the margin achieved by the trade association that represents direct sales
ABEVD or a margin of aggregation presumed by each State of the federation.

Historically 14 labor claims have already been proposed by former Natura Consultants, with a possible bond of
employment having been discussed in 8 of them. Of these, in 7 the judgment recognized the non-existence of the
bond and the absence of any responsibility on the part of the company in relation to labor obligations and respective
social benefits, and 1 case was dismissed without analysis of merit.

On the base date of the Reference Form, our company has been the defendant in 9 labor claims filed by former
Natura Orientator Consultants in which recognition of bonds of employment with the company was discussed, such
that in judgment of 4 of these suits, the non-existence of bonds of employment was recognized in the lower court,
awaiting judgment on appeal, 3 already had the sentence of non-existence of the bond confirmed by the higher
court, and 2 are still in the phase of producing evidence, pending judgment.

We emphasize that any regulatory change or a large number of adverse decisions recognizing the existence of the
relationship of employment in performance of the independent resale activities in direct sales, CN and/or CNO, would
result in increases in contributions and costs in such a substantial way that we would have to restructure our
operations. For greater information regarding the risks involved with the legal status of the CNOs, see part "h" of item
4.1 of this Reference Form.
(b)
environmental policy of the Company and costs incurred for fulfillment of the environmental regulation and,
if it be the case, of other environmental practices, including adherence to international standards of environmental
protection.

Environmental Responsibility

As an environmentally responsible company, we seek to minimize our activities which are potentially aggressive to the
environment and disseminate to other companies the practices and knowledge acquired in the experience of
environmental management. Our environmental policy considers responsibility for future generations, environmental
education, management of the product and services, input and residue life cycle.
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In 2008, we took important steps in refinement of our environmental pe rformance. One of the highlights was the
Carbon Neutral project, a program responsible for reducing our greenhouse gas emissions (GEEs) by 33% from 2007
to 2011. We also initiate carbon offsetting by means of support for five socio -environmental projects of reforesting
and use of renewable energy. We prioritize recycling processes as part of sustainable management of residues,
including post consumption, and we also implement new policies for reduction of water and power consumption in
our units.

During 2009, we achieved reduction of 5.2% of relative equivalent CO2 emissions per kilo of manufactured product,
going beyond our goal, which was 3%. In respect to the total volume of emissions, we registered an increase of
22% in 2009, when we totaled 245,795 tons of CO2, in comparison to 2008, a year in which 201,493 tons of CO2
were emitted.

The reduction of our relative emissions of GEEs was obtained by means of a series of initiatives.
In 2009, we contracted consulting services, which together with those responsible for our internal processes and for
the Natura business units helped us to identify new opportunities for reduction of emissions. In a parallel way, we
seek to expand understanding of the theme of climatic changes on the part of our managers.

In 2009, we joined the Climate Savers program of the World Wildlife Fund (WWF) by means of which we assume the
goal of reducing our absolute GEE emissions by 10% related to what is called scope 1 and 2 in the period from 2008
to 2012. Scope 1 is that related to direct emissions from the company (fixed and mobile sources of power) and scope
2 accounts for indirect emissions arising from the purchase of power. The sum of these two scopes in 2009
represented 3% of our emissions.

Among the reduction projects implemented in 2009, we highlight the optimization of resources of the highway
network and deliveries of products, thanks to more productive use of our regional distribution centers. This was
possible as of the definition of new calendars with dates and frequencies of deliveries in the different Regional Units.
We were thus able to rationalize transport of products, no longer making trips with small loads. This measure
generated savings and brought a relative reduction of GEE per kilo of transported prod uct of 9% as a result.

Another significant action for reducing environmental impacts of transport of our products was the change in our
logistics processes, from the air to the sea modality, in the Mexico and Peru operations. Since 2007, coastwise
shipping has also been used in supply of the Jaboatão dos Guararapes (PE) Distribution Center with finished products,
partially replacing the highway modality.
We also achieved a relative reduction in emissions in the fleet of vehicles used by our relationship managers as a
result of consolidation of the CNO sales model. We also registered a reduction in the use of power associated with
generators in Cajamar and we continue to reduce emissions associated with packaging of support products and
materials delivered to our consultants in Brazil and in the other countries of Latin America.
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Carbon Neutral

Natura defends an urgent review of the current production and consumption processes to limit the climatic changes
that are contributing to global warming. This question passes necessarily through the reduction of GEE emissions.
Our Carbon Neutral Program created in 2007 has different fronts of activity that include social, economic and
environmental questions in the greater project of minimizing the impacts of our activities.
For example, we tie the payment of bonus to our employees and to upper management of the company to fulfillment
of the emission reduction goals. We have the objective of reducing our relative emissions by 33% from the year
2007 to 2011, taking into consideration the inventory we undertook in 2006.

Since 2007, we have offered our consumers 100% carbon free products. This was possible thanks to three fronts of
activity: to the undertaking of inventory of emissions throughout our productive chain , to emission reduction projects
and to investments in social projects to offset emissions that we were not able to avoid.

We were able to go beyond the goal of 3% reduction for 2009 and we accounted for -5.2% in our relative GEE
emissions, in other words, kilos of CO2e per kilo of product sold. Our emissions totaled 245,795 tons of CO2e
(equivalent carbon dioxide), a volume 22% greater than in 2008, when 201,493 tons of CO2e were registered.
The entire annual emission of our chain is offset by means of support for socio-environmental projects, selected from
invitations to bid.
Total CO
2
e emissions (in tons)
1
2007
2008
2009
195,154
201,493
245,795
1.
This year the numbers generated by outsourced companies that manufa cture our products w ere included to better po rtray the reality of the
indicator relativ e to the market. Thus, the records w ere altered.
Relative emissions (Kg of CO
2
e/kg of pr oduct sold)
1 2
2007
2008
2009
4.02
3.82
3.63
1.
CO
2
e (or equiv alent CO
2
): measurement used to express the emissio ns of greenhouse gases based on the global w arming potential of each o ne.
2.
The model for calculation of inv entory w as refined in 2009. The bases of 2007 and 2008 w ere recalculated.

Our adherence to voluntary national and international programs, also involved the project Companies by Climate
(EPC) of the Sustainability Studies Center of the Getulio Vargas Foundation. We signed the Position Paper of the
Brazilian Corporate Council for Sustainable Development (CEBDS) and among the international initiat ives we highlight
our adherence to The Copenhagen Communiqué, of the Corporate Leaders Group on Climate Change (CLGCC), and
the Caring for Climate, of the Global Compact. Natura is also a member by the UN, by means of its environmental
arm (Unep), within the Climate Neutral Network.
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58

Biodiversity
Natura seeks to have traceability and accompaniment of the production methods for obtaining its active products.

To guarantee that the inputs used as raw material in the formulation of our products is extracted in a sustainable
manner and socially favor communities, we elaborated the Plant Raw Material Certification Program in 2006. The
objective is to promote cultivation and sustainable management by means of certification of the planted areas and
native forests. With the certification we have the recognition of a third party (certifier) that the production process
meets the socio-environmental requirements foreseen in the certification standard adopted at the location.
The certification serves for a third party organ (impartial) to confirm this manner of cultivation or management. Most
companies obtain certification to be able to charge more from the consumer for the item with certification. Natura
does not pass on this cost. We do this to guarantee the sust ainability of people and of the environment that is on the
end of the chain.

The program is an important instrument for construction of citizenship, for it incorporates groups of family formers
and traditional communities in the business chain of the company, generating income and stimulating local
organization. According to the particular aspects of each region and the productive area, it adopts three different
models of certification: organic, forestry and sustainable agriculture certification.

Currently, Natura works with 31 certified active products, with 8 of them being included in 2009. Of the new
certifications, 4 were granted for raw materials from the perfumery and cosmetics areas. Another 4 are products
used in our Frutífera organic tea line.
Number of Cer tified Active Pr oducts
2007
2008
2009
Total of certified activ e products (units)
24.0
26.0
31.0
Percentage of the total of certified species
51.0%
54.0%
58.0%

Last year we had the exclusion of three active products from the list of those certified: Guaraná and Pariparoba, due
to the discontinuity of products that use these inputs by Natura, in addition to Buriti, which was certified but later
failed to be, due to exchanging the supplying area.

Environment Impact of the Products

Since 2001, to evaluate the environmental impact of company product packaging, we used the Life Cycle Evaluation
(ACV), a tool that quantifies the environmental impacts of the products, in the phases of extraction of raw materials,
production, use and final disposal. In 2009, we reached the greatest percentage of use of material of renewable plant
origin in our history: 79.2%.
Pr oducts
2007
2008
2009
% mater ial of r enewable plant origin
78.8
77.5
79.2
% mater ial of natur al plant or igin
5.6
8.0
5.2
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59

% mater ial with cer tification of or igin
13.2
20.3
16.1
% mater ial with cer tification of or igin
13.2
20.3
16.1
Packaging
% of mater ial r ecycled after consumption
0.7
0.7
0.7
% of r ecyclable mater ial
90.6
85.8
85.9
In 2009, the use of refill remained a little below the stipulated goal, which was 19% for Brazil.
Since 2007, we have created an environmental table on our packages, supplying information to the consumer
regarding products and packaging in reference to origin, the existence of certification or not an d the percentages of
recycled or recyclable material of the packaging.

In 2009, we registered a reduction in the percentage of materials derived from recycling, which was 13.0% in 2008,
and went to 10.4%. This reduction is connected with the decision of Natura in 2008 to adopt the use of paper
certified by the
Forest Stewardship Council
- FSC in place of recycled paper to publish the Natura magazine (Revista
Natura). This exchange resulted in an important reduction of the quantity of GEE emissions by the c ompany.
Mater ials
1
2007
2008
2009
Percentage of materials used deriv ed from recy cling (% )
10.7%
13.0%
10.4%
1. The Indicator considers packaging and distribution materials (magazines, distribution bo xes and sacks) recy cled after cons umption.

Also in 2009, we registered the percentage of the index that measures the environmental impact of the packages at
69.5%, lower than 2008, when this number was 71.3%. We attribute the reduction principally to reduction of the bulk
of support materials used by consultants, such as the Natura magazine.
Envir onmental Impact of the Packaging by Quantity of Product (mpt/kg)
2007
2008
2009
Env ironmental Impact of packaging by quantity of product (mpt/kg)
73.4
71.3
69.5

Water and Effluents

With the objective of making data even more precise regarding our impacts and managing them in a stricter way, we
incorporated the data of outsourced companies that manufacture our products with our indicators. This explains the
8.7% expansion in water consumption per unit sold in 2009 in comparison with the year before. In the same year in
which we had growth of 14.4% in the volume of units sold, our absolute water consumption was 24.3% greater than
in 2008. In addition to the increase in relative consumption from outsourced parties, which reached 34.2%, the
inclusion of new spaces in the calculation, such as Natura Houses (Casas Natura) and Advance Posts (Postos
Avançados) contributed to the increase of absolute consumption.
Water Consumption by Sour ce
2007
2008
2009
C ajamar and Itapecerica da Serra Sites (m
3
114,694
112,342
123,012
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60

O ther Natura areas in Brazil (m
3
)
²
2,757
11,894
27,813
O utsourced manufacturer of Natura (m ³)
3,
28,549
37,090
49,783
Total water consumption (m
3
)
4
146,000
161,326
200,608
1.
Water consumption of C ajamar and of Itapecerica da Serra is measured by water meters.
2.
Water co nsumption in other Natura spa ces in Brazil is in refe rence to the A lphav ille and Benev ides units, the Natura Houses (C asas Natura) and
the A dv anced Posts (Postos Av ançados). Gathering of info rmation began in 2007. In 2009, w e added calculations and w ater consumptio n from
fiv e more Natura Houses, all inaugurated last y ear.
3.
F or consumption in reference to outsourced companies that manufacture our products, they are directed to apply prorating to total w ater
consumption, proportional to the production v olume directed to Natura.
4.
U p to the y ear before, outsources companies w ere not considere d; how ev er, they w ere included to better po rtray the reality of the relativ e
indicator fo r the market. Thus the records w ere altered.

We know that reduction of water consumption is a challenge we must face, and we are seeking to act on various
fronts to optimize our production and minimize water consumption. With a view toward understanding and adopted
ever better practices in water usage, in 2009 we adhered to the Dutch program Water Footprint, which involves a
series of international companies and world specialists in the definition of a methodology that can help calculate the
water footprint of our products. The model considers complete analysis of the product life cycle, from extraction of
raw material to final disposal of residues.
In 2009, we registered spilling of liquid soap residues in the Juqueri river, which occurred in Abril, creating a large
quantity of foam. The incident occurred in the Bacia do Rio da Prata factory in Cajamar. We activated the state
environmental control organ (Cetesb) which drew up an infraction notification. After the incident, we established
stricter routines for unloading of liquid materials, like raw materials and residues from productive processes. We also
performed studies throughout the network of industrial and domestic effluents of Natura. We proceeded with
improvements for the factory infrastructure in relation to equipment installation.
Power
In 2009, we were able to reduce total power consumption of the Cajamar and Itapecerica da Serra operations by
1.55%, even in an environment that recorded an increase in average temperature of 0.4 ºC and growth of 14.4% in
volume of units sold. There was a 19% reduction in power consumption per unit sold. This was possible thanks to the
activity of a multidisciplinary power committee and a series of initiatives and projects to reduce consumption and
improve the quality of power used, with an investment of approximately R$ 450 thousand.

In relation to the year 2008, absolute power consumption in 2009 reduced by 7.3% even for a growth of 14.4% in
units sold; this statistic resulted principally from reduction of outsourced consumption at 28.1%. If we only consider
the sites of Cajamar and Itapecerica da Serra, we had improvement in efficiency of 13.1% in relation to units sold.
For consumption in reference to outsourced manufacturers, in other words, those that are in volved in the final step of
production, companies are directed to apply prorating in total water consumption, proportional to the volume of
production directed to Natura. In 2008, there were 12 outsourced manufacturers considered in this determination,
whereas in 2009 there were 10. The difference from one year to the other: four small scale suppliers that were
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61

included in 2008 did not enter in 2009 (3 of them are no longer suppliers) and, in compensation, 2 new large scale
suppliers came to be included in 2009.
Direct power consumption, segmented by pr imary
sour ces (Joules)
Var %
2009x2008
2009
2008
2007
Primary source electricity
-2.0%
93.95 x 10¹²
95.88 x 10¹²
104.1 x 10¹²
Self generated electricity (diesel generato r)
-3.8%
0.026 x 10¹²
0.026 x 10¹²
0.025 x 10¹²
Diesel fuel used in the generators
-41.3%
1.58 x 10¹²
2.69 x 10¹²
2.32 x 10¹²
LPG C onsumption
3.8%
28.87 x 10¹²
27.81 x 10¹²
29.5 x 10¹²
Total power consumption (Joules)
Var %
2009x2008
2009
2008
2007
Pow er consumption at the C ajamar and Itapecerica da Serra
sites (joules)
-1.5%
124.43 x 10¹²
126.38 x 10¹²
135.9 x 10¹²
O ther Natura spaces in Brazil
1
8.2%
14.5 x 10¹²
13.4 x 10¹²
8.2 x 10¹²
Pow er consumption of Natura outsourced manufacturers
-28.1%
32.54 x 10¹²
45.25 x 10¹²
27.71 x 10¹²
Total energy matr ix (joules)
-7 .3%
171 .47 x 10 ¹²
185 .03 x 10 ¹²
171 .81 x 10 ¹²

1 ­ Pow er consumption in othe r Natura spaces in Brazil is in reference to the PA's, A lphav ille, Natura Houses and Benev ides.
Energy consumption ­ Energy matrix per unit so ld (kjoules /
U nit)
-19.0%
447.3
552.1
598.9
Ener gy matr ix of the Cajamar and Itapecer ica sites
Var %
2009x2008
2009
2008
2007
Electrical pow er
0.1%
75.94%
75.87%
76.60%
LPG
5.0%
23.10%
22.01%
21.67%
Diesel F uel
-55.4%
1.0%
2.13%
1.71%
Solar Energy
0.0%
0.01%
0.01%
0.01%

Residues

The solid residues generated at the company are managed by means of systematized processes which consider the
steps of separation, classification, packing, collection, transport and final destination. Such activities are planned and
developed giving priority to actions of reduction, reuse and recycling of residues, with the objective of diminishing the
environmental impacts of these processes. The generation of residues has accompanied the growth of Natura, ending
the year 2009 with an increase in absolute generation of 7% in relation to the previous year in internal Natura
processes.
Data referring to the generation of solid residues at Natura considers all the residues generated at the units, not only
the residues of the productive process, but also the residues from offices, laboratories, and related services
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62

(restaurant, medical services, maintenance). Thus, not only production makes its contribution to generation of
residues, but also the increase in the number of employees, the number of visitors received, inventory movements
and separate units.

Our commitment of giving priority to recycling of residues has also been consolidated throughout the years. In 2009,
the development of more robust processes for separation of materials of obsolete cosmetic products guaranteed the
increase of residues directed to recycling. Awareness raising activities among employees in regard to conscientious
consumption guaranteed reduction of residues discarded in the landfill, as well as reduction in consumption of
materials.

Technical support given to the City Government of Itapecerica da Serra in development of the Garbage Separation
Program and in structuring and strengthening of the Recyclers' Cooperative of Itapece rica da Serra (CRIS) was
consolidated. With the Cooperative, we established a contract for the destination of solid residues from our unit in
that city, with 96 tons of recyclable residues being directed there in 2009, contributing to the generation of loc al
income.

As improvement in the process of disclosing data and management of environmental impact caused by generated
residues, we came to consider the residues generated by outsourced suppliers in our indicators. In the year 2008,
there were 12 outsourced manufacturers considered in this determination and in 2009 there were 10. The difference
from one year to the other: four small scale suppliers that were included in 2008 did not enter in 2009 (3 of them are
no longer suppliers) and, in compensation, 2 new large scale suppliers came to be included in 2009. Even so, one
may observe a slight decline in the total amount of residues generated.
1.
In accordance w ith NBR 10.004/2004: C lass I Residues: hazardous residues (o bsolete cosmetic products, medi cal se rv ices and laboratory
residues and alcohol); C lass II-A Residues: non-inert residues (phy sical-chemical and biological sludge from the ETE [Waste Treatment
Station], paper, cardboa rd); C lass II-B Residues: inert residue s (metals, plastics)
2.
Refers to the generation of re sidues at the Benev ides- Pará industrial unit, inaugurated in May 2007, and the Barueri A dministrativ e U nit
(A lphav ille)
Total Quantity of Residues by Type (tons)
1
Var %
2009x 2008
2009
2008
2007
C lass I
6.5%
1,436.6
1,348.3
1,395.5
C lass II ­ A
11.2%
4,817.8
4,330.7
4,043.3
C lass II ­ B
-3.7%
1,390.5
1,444.6
1,180.9
Residues in r efer ence to the Cajamar and Itapecerica da Serr a sites
7.0%
7,618.9
7,123.6
6,619.7
Residues in reference to other Natura areas
2
12.0%
251.4
224.5
180.2
Residues in the main Natura supplie rs
37.8%
4,189.0
3,039.0
3,200.0
Total Weight of discar ded r esidues
16.1%
12,059.3
10,387.1
9,999.9
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63

1.
Refers to the C ajamar and Itapecerica da Serra sites.
Natura Products Recycling Project (Reverse Logistics)
The Natura Products Recycling Project seeks to mobilize Natura Consultants so that they voluntarily collect Natura
packaging after consumption of their customers and send them, by means of partner carriers to local trash collection
cooperatives. That way, in addition to reducing environmental impact, we contribute to social inclusion and the
generation of income of the people that live from the separation of these materials.
The objectives of this Project are: (i) to raise awareness of and mobilize the CNs and delivery teams, encouraging
them to participate in the recycling chain, understanding it as an opportunity to transform the environmental and
social reality; (ii) strengthen the garbage collector cooperatives, with a view toward generating job s and income and
social inclusion of this group; and (iii) contribute to reduction in the environmental impact generated by packaging
after consumption from Natura.

The project was launched in February 2007 in the city of Recife, and then expanded as of A ugust 2007 to some
regions of the São Paulo Capital (Eastern zone, ABC and central region). In June 2009 the project was expanded to
the São Paulo coast and in the last quarter of the same year, expanded to the state of Espírito Santo and region of
the Baixada Fluminense of Rio de Janeiro.
The Project is based on the following procedures: (i) consultants encourage their customers to return the packaging
of the already used Natura products, to collect their own material and store the entire content in a Nat ura box; (ii) on
the day the Carrier arrives with the new order, the consultant delivers the box with the Natura materials she
collected; (iii) the material is taken to the branch of the Carrier and the collected boxes are stored; (iv) the
cooperative picks up the accumulated residues at the carrier and the after consumption packaging and materials from
Natura are weighed, dismantled, handled and sold to the recycling industry; and (v) all those involved (consumers,
consultants, delivery team) work in a voluntary manner.

It is worth highlighting that the Reverse Logistics theme is gradually inserted in Brazilian municipal and state
legislation. Fulfillment of these requirements by Natura is being constructed by means of projects developed by
Abihpec/Sipatesp with all companies from the sector. An example of the success of these partnerships is the Terms of
DESTINATION OF RESIDUES
1
2007
2008
2009
Incinerated
(%)
(tons)
2.8
186.9
2.5
176.3
1.9
142.4
Discarded in landfill
(%)
(tons)
9.2
605.5
8.8
627.8
6.6
510.3
Recycled
(%)
(tons)
88.0
5,827.2
88.7
6,319.5
91.5
6,958.3
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Technical Cooperation established with the Rio de Janeiro State Department (Secretaria do Estado do Rio de Janeiro -
SEA) in March 2009 approving the "Give a Hand to the Future Project" ("Projeto Dê a Mão para o Futuro") presented
by Abihpec/Sipatesp, as a form of fulfillment of State Legislation no. 3.369 of 2000 and of State Decree no. 31.819 of
2002.

Along with Abihpec, we strengthened our dialogue with the Municipal Government of São Paulo, with the objective of
discussing solutions for improvement of the São Paulo Municipal Solid Residues Law, which came into effect last year.
Along with a series of companies, Natura received notification from city government last year regarding the lack of
fulfillment of the law of residues, which determines the obligation of executing reverse logistics of after consumption
packaging of our products in the city of São Paulo. Nevertheless, even if it is our desire to promote collection of all
this material and give adequate treatment to it, the consolidation of this system passes through the creation of
complex chain that necessarily involves the manufacturers, public authorities and consumers. We consider that the
current municipal law is unconstitutional; we defend its refinement and also the creation of a National Solid Residue
Policy so that reverse logistics may in fact be implemented in the country.
(c)
Dependency of patents, brands, licenses, concessions, franchises, royalties contracts relevant for
development of activities
See part "b" of item 9.1 of this Reference Form.

7.6.
Relevant revenue derived from other countries

Our revenue comes almost totally from our operations. We indicate in the following table the participation of our
subsidiaries, which jointly represented 8.2% of our net revenue in the fiscal year closing on December 31, 2009.
(1)
A rgentina, C hile and Peru.
(2)
Mexico, C olumbia and V enezuela.

The company has a widespread customer portfolio without any revenue concentration.

7.7.
Effects of foreign regulation on our business
Our operations in Argentina, Bolivia, Guatemala, Chile, Columbia, Mexico, Peru and France are subject to the laws of
those countries. Changes in these laws may cause local effects. However, we do not believe that changes in foreign
regulation may have a generalized effect on our operations.
(% of contribution)
Fiscal year closing on
December 31 of
2009
2008
2007
Subsidiar ies
Domestic market.....................................
1.6%
1.3%
0.7%
F oreign market .......................................
6.5%
5.6%
4.4%
O perations in consolidatio n
(1)
....................
4.9%
4.4%
3.7%
O perations in implementation
(2)
.................
1.5%
1.1%
0.7%
O thers (Boliv ia and Duty F ree) ..................
0.1%
0.1%
0.1%
Total Subsidiar ies ................................
8.2%
6 .9%
5 .1%
Total Natur a Cosmetics........................
91.8%
93 .1%
94 .9%
Total ....................................................
100.0%
100 .0%
100 .0%
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7.8.
Relevant long term relations

We do not have relevant long term relations beyond those mentioned in items 8.1 and 10.1 of the present Reference
Form.

7.9.
Other relevant information
Information on the Cosmetics, Fragrance and Personal Hygiene Products Sector
Overview

The worldwide cosmetics, fragrance and personal hygiene products sector grew an average of 6% a year in the
period from 2005 to 2009, with total sales arriving a approximately US$ 350.1 billion in 2009, according to the
Euromonitor.
Wor ldwide Sales of Cosmetics and Per sonal Hygiene Pr oducts
2009
2008
2007
2006
2005
Value (in billions of U S$) ................................................................
350
358
329
296
2
Grow th compared to the prev ious y ear .............................................
-2.1%
8.9%
11.1%
6.4%
6.9%
Source: Euromonitor.

Overview of the Cosmetics, Fragrance and Personal Hygiene Products Sector in Latin America
In the region as a whole, the value of sales in the cosmetics, fragrance and personal hygiene products sector grew in
Dollars for the period from 2005 to 2009 in Latin America by approximately 57%, with average growth of 12% a year,
based on the same data from Euromonitor.

The following table shows the value of sales and growth and of growth from the previous year for the period from
2005 to 2009.
Sales of Cosmetics and Per sonal Hygiene Products in Latin Amer ica
2009
2008
2007
2006
2005
Value (in billions of U S$) ...................................................................................
53
52
44
37
31
Grow th from the prev ious y ear...........................................................................
2.9%
17.4%
19.2%
16.9%
23.9%
Source: Eur omonitor.
The principal markets of Latin America are Brazil and Mexico, which have approximately 70% of the entire regional
market, standing out through strong growth in recent years. The following table shows the relative size of the
diverse markets in which we are active, in billions of Dollars, for the period from 2005 to 200 9.
2005
2006
2007
2008
2009
Brazil...........................................................
17.2
19.5
21.8
24.8
28.4
Mexico.........................................................
5.5
5.8
6.3
6.9
7.4
A rgentina.....................................................
1.4
1.6
1.9
2.4
2.9
Venezuela ....................................................
3.1
2.4
21.9
1.5
1.1
C olumbia .....................................................
2.3
2.5
2.7
2.9
3.0
C hile ...........................................................
1.3
1.4
1.4
1.6
1.7
Peru............................................................
1.0
1.1
1.2
1.3
1.4
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Total ..........................................................
28 .7
31 .9
35 .4
40 .0
45 .0
Source
: Euromonitor.
Overview of the Cosmetics, Fragrance and Personal Hygiene Products Sector in Brazil
- Size of the sector ­ Methodologies

The Brazilian cosmetics, fragrance and personal hygiene products sector is bas ically accompanied by two institutions:
the Perfumery and Toiletry Articles Industry Union of the State of São Paulo (Sindicato da Indústria de Perfumaria e
Artigos de Toucador do Estado de São Paulo - Abihpec/Sipatesp) and the Euromonitor.

The two institutions use different methods to define the size of the market. Abihpec uses net revenue of the
manufacturing companies in the sector and this value was approximately US$ 8.8 billion in 2009. For its part,
Euromonitor uses diverse sources to estimate the total market based on the price charged to the final consumer,
which in 2009 was US$ 28.4 billion. In reals, the values are R$ 17.5 billion for Abihpec and R$ 57.9 billion for market
size according to data from the Euromonitor.

The graph below shows the growth (%) of the Brazilian market according to the data released by Abihpec/Sipatesp
and Euromonitor in Reals:
16,9%
13,3%
12,2%
13,5%
14,7%
15,9%
13,5%
13,2%
17,3%
15,2%
2005
2006
2007
2008
2009
Euromonitor
Sipatesp

Source: Euromonitor and A bihpec/Sipatesp.

- Growth of the sector
The Brazilian cosmetics, fragrance and personal hygiene products sector, when considered in local currency, showed
growth in recent years despite diverse crises that occurred in the past decade, like the economic uncertainty that
14.7% 15.2%
17.3%
13.5%
13.3%
15.9%
13.2%
12.2%
16.9%
13.5%
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followed devaluation of the Real at the beginning of 1999, the economic crisis in Argentina in 2001, the worldwide
economic weakness in 2002 and the recent subprime crisis that has significantly affected the economy of various
countries.

In local currency and in real terms, the Brazilian cosmetics, fragrance and personal hygiene products secto r grow at
a more accelerated rate than the gross domestic product for the period from 2003 to 2009, as shown in the following
table, according to the information published by Abihpec/Sipatesp, adjusted according to the IPCA to reflect inflation.
Annual variation
Gr oss Domestic Pr oduct
("GDP ")
Tar get Mar ket
(1)
2003
1.1%
7.0%
2004
5.7%
12.2%
2005
3.2%
9.6%
2006
4.0%
10.1%
2007
5.7%
8.3%
2008
2009
5.1%
-0.2%
10.8%
10.4%
CA GR 2002 -2009
3 .4%
8 .7%
Source: IBGE ­ Central Bank ­ Abihpec/Sipatesp.
(1)
Target market: Skin care, Sun Screen, Make- up, Perfumes, Fragrances, Hair care, Shaving cream and Deodorants. Does not include Diapers, Nail polish, Feminine
Hygiene Products, Hair dye and Oral hygiene products.
According to Euromonitor, growth in the sector occurred due to a set of factors, including:
Strong demand on the part of the ample youth sector of the population;
Increase in purchasing power of the population, and especially of the lowest social classes (C, D and E),
which correspond to approximately 80% of the population;
Cultural emphasis on beauty among the Brazilian population;
Aggressive competition on the part of large multinational corporations, as well as a significant internal
industrial sector;
New Technologies for development of new products;
Publicity in a great variety of magazines regarding fashion and industry publications; and
Growing participation of women in the work force, who in a general way use more cosmetics than women
who work at home.
- General profile of the market and t he sector
Brazilian diversity in regard to geography and demography represents unique challenges and opportunities for
cosmetics, fragrance and personal hygiene products manufacturers. Brazilian territory, with its 8.5 million square
kilometers, has significant climatic differences, and lifestyles vary a great deal from highly urbanized regions
throughout the Southeast to regions of low population density in the North. The Southeast region concentrates 42%
of the population but almost 57% of the Brazilian GDP, according to data from the Brazilian Institute of Geography
and Statistics (Instituto Brasileiro de Geografia e Estatística - "IBGE"), which shows a strong income concentration in
the markets where the large consumption industries operate. As the country is in the process of development, there
are still diverse opportunities for expansion for the consumption segment. In addition, the 184 million people in Brazil
represent a complex mixture of African, European and Asiatic origin. Even though the Brazilian market has millions of
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consumers and products for the mass market, these differences provide opportunities for producers to develop
specialized products that may frequently successfully compete with existing products for the mass market.

In four decades of experience in the sector, we observe growing levels of sophistication in consumers' expectations,
in quality of suppliers, in technology and in marketing. According to Euromonitor, 3 of the 20 leading companies in
the Brazilian market in 2009 were Brazilian companies.

The following table presents the value in sales by category of the Brazilian cosmetics, fragrance and personal hygiene
market sector.
Br azilian Retail Sales Detailed by Segment
Segment
(in millions of US$ )
2005
2006
2007
2008
2009
Hair care products ........................................
4,469
5,067
5,647
5,668
6,127
F ragrances ..................................................
2,536
3,064
3,583
4,123
4,813
Skin treatment products .................................
1,968
2,296
2,618
3,164
3,592
Deodorant ...................................................
1,609
1,798
1,942
2,362
2,730
Make-up ......................................................
1,179
1,377
1,523
1,780
2,170
Male products ..............................................
1,475
1,607
1,784
2,044
2,290
Bath products...............................................
1,464
1,448
1,610
2,107
2,644
Baby products ..............................................
568
657
658
793
945
Sun screen...................................................
367
465
556
681
772
Hair remov al products ...................................
66
73
84
102
124
Total
(1)
.....................................................
17 ,176
19 ,464
21 ,837
24 ,776
28 ,415
Source: Euromonitor
(1)
The total of the segments is not e quiv alent to the total due to double counting. Products for male skin treatment, fo r example , are included
in both the male products segment and the skin treatment products segment.

Other relevant information regarding our business

"Natura" ­ Our Essence

The "Natura" brand is of Brazilian origin, born from the passion for cosmetics and relationships and it identifies with
the community of persons committed to the construction of a better world.

We believe that our "Reason for Being" and our "Vision" have constituted fundamental elements for our continuous
development throughout these 40 years. Both assist us in attracting, maintaining and increasing our numerous
network of Consultants, of regular company employees ("Employees") and business partners. In addition, we believe
that our "Reason for Being" and our "Vision" increase the attractiveness of our brand before our consumers, investors
and other opinion leader groups. We understand that these are the differentiatin g elements that support the
expansion of our business dealings.
Our "Reason for Being"

To create and sell products and services that
promote Well-being/Being well. Well-being is the
harmonious, pleasant relationship of the individual
with himself, with his body. Being well is the
empathic, successful, pleasant relationship of the
individual with others, with nature of which he is
part, and with all things.
Our "Vision"

Natura, through its corporate behavior, through the
quality of the relationships it establishes and
through its products and services will be a brand
with worldwide expression, identified with the
community of people that are committed to the
construction of a better world through a better
relationship with themselves, with others, with
nature of which they are part, and with all things.
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- Our value proposal

The set of main differentials that from our "Essence" we offer to all groups we relate to we denominate value
proposal. We believe that these differentials define our attractiveness and competitiveness. At Natura, they are
grouped into three pillars: (i) Products and Concepts, (ii) Channel and (iii) Corporate Behavior, described below.
Corporate Behavior

We seek to create value for society in a sustainable manner, generating integrated social, environmental and
economic results. Thus:
We distribute wealth to Employees by means of profit sharing, we generate income and jobs for consultants
and we share benefits with traditional communities through access to genetic patrimony and to knowledge
connected with the use of biodiversity;
In gathering communities and those surrounding our units, we apply fair trade principles and we support
local sustainable development, based on the principles of Agenda 21 (document that established standards
for cooperation of governments, companies and NGOs in the study of solutions for socio -environmental
problems);
We neutralize our carbon emissions by means of reduction of the environmental impact and generation of
residues, including our entire business chain, from use of raw material to the use and discard of products;
and
We strive for better water usage, educating diverse groups in regard to the use of this resource.

We believe that no result is sustainable if it is not reached by means of quality relationships with all groups with which
we have contact. In this sense:
WE formalize and disseminate relationship principles with our groups and we maintain open dialogue
channels with all of them, including ombudsman services;
We seek transparency in disclosure of our economic income and social and environmental results for all
groups. In this sense, since 2001 we have used the Global Reporting Initiative directives in our annual
report;
We consider a good work climate as one of the variables for remuneration of our Employees; and
We participate in organizations of civil society so as to support the construction of a fairer and more
balanced world.

Our Posture

We are a company with an economic purpose, directed to generating value for society as a whole . Thus, we feel
responsible for caring for the resources that society makes available for our business, preserving them for future
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generations. In all our acts of governance, of management and operations, we seek to favor and enjoy sustainable
development, governing ourselves through a commitment of corporate sustainability that:
Is based on good economic development that enables us to meet the expectations of financial return of our
investors and the legitimate demands of our stakeholders, ensuring the continuity of our undertaking;
involves our ethical validation by society as the fruit of adoption of business principles based on responsible
and transparent relationships with all our stakeholders;
Seeks for eco-efficient use of natural active products, t he common patrimony of humanity, and care for its
preservation;
Establishes the commitment to economic, social and cultural development as necessary for all the
communities we relate to;
Involves our mission of contributing to the development of ecological consciousness and to civic education,
above all or children and youth by means of educational processes; and
Involves the promotion of improvement of quality of life of our Employees, key actors in construction of
corporate sustainability.

Products and Sustainability

We understand that we may not innovate simply thinking of the consumer or of the competition, but we must rather
take into consideration that society now faces the unprecedented challenge of finding paths that promote its own
sustainability. In this sense, we seek to develop products that reflect this new posture.

One of the main vectors of innovation is the sustainable use of biodiversity. We translate this concept with the
creation and development of new products using native and exot ic species, with the use of ecological models of plant
production, with the input certification program and in partnerships with rural suppliers, such as traditional
communities and family farmers that may contribute to the conservation of biodiversity.

In 2007, we also began replacement of part of the common alcohol used in our products for organic alcohol since we
consider organic certification as the best route to acquiring alcohol produced in accordance with good environmental
practices. Currently approximately 70% of the alcohol used in our products is organic.

The greater use of active products of plant origin constitutes another important movement in the manufacture of our
products, for these components cause less impact on nature and, if they obe y sustainable extraction models, they are
renewable. In 2007, all our body oils and soaps were plant based and in 2008, 79.2% of the volume of raw materials
used in our products was of renewable plant origin.

Without animal testing

It is also worth emphasizing that in line with our beliefs, in 2006 we completely eliminated animal testing, without
leaving behind the demanding safety criteria in the use of our products. This commitment extends to the network of
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development partners and, for that reason, we do not accept animal testing during the steps of research and
elaboration of new products exclusively for Natura, and we do not acquire active ingredients already tested in
animals. With the objective of spreading the elimination of animal tests, we furthe rmore encourage that our input
suppliers extend this condition to their entire production, even that directed to other companies.
Product Innovation and Development

The creation of new concepts and innovations, valuing of traditional knowledge and conservation of the environment
are the principles that form the set of our product innovation and development efforts. We develop concepts for our
products that express and promote our fundamental values. For example, in the
Natura Ekos
line, we use ingredients
from Brazilian biodiversity to construct the concept of brand that affirms the respect for Brazilian biodiversity and the
importance of sustainable use of these active products.

In this sense, we always seek to innovate, promoting social inclusion and e nvironmental conservation at the same
time in which we establish goals compatible with sustainable development. Thus, we also wish to create
consciousness and spread culture through our products. With the objective of increasing our transparency and
stimulating consumer education, in 2007 we included an "environmental table" on our packaging. Inspired by the
mandatory nutritional information table on food products, the environmental table presents six indicators that indicate
the origin and destination of t he materials used in our products ­ three related to the formulation and three referring
to the packaging itself.

Below is an example of the "environmental table", with the data of our fiscal year closing on December 31, 2009:
Envir onmental Infor mation
Pr oduct
2009
2008
2007
% renew able plant origin
79.2
77.5
78.8
% natural plants¹
5.2
8.0
5.6
% w ith certification of origin²
16.1
20.3
13.2
Packaging
% after consumption recy cled material
0.7
0.7
0.7
% recy clable material
85.9
85.8
90.6
1. Values of the indicators of "natural plants" and "certification of origin" of 2008 were recalculated, and the data correct
ed at the
beginning of 2009.
2. Certification of origin: 99% organic agriculture; 1% forest management.

Our awareness regarding the environment also permeates this entire innovation effort. In 2003, for example, we came to submit
all new products to a study of the environmental impact of their packaging.
Product research and development

Innovation is an essential aspect for ensuring the sustainability of Natura. In this sense, our innovation index (gross
revenue derived from new products compared to total gross revenue) reached the mark of 67.6% in 2009.
Fiscal Year closing on December 31 of
2009
2008
2007
Number of products launched
113
119
183
Inv estment in innov ation (R$ million)
111.8
103.0
108.4
Percentage of net rev enue inv ested in innov ation
2.6%
2.8%
3.4%
Innov ation index
(1)
67.6%
67.5%
56.8%
(1)
Gross revenue derived from products launched or refined in the last 24 months versus total gross revenue of the year.
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Our marketing and development team researches market trends and helps us maintain focus on technology and
product efforts that respond to market opportunities. This team is organized by product category and also develops
concepts that relate our products and brands to our beliefs and values and organizes promotional campaigns and
product launches.

A little more than half our research and development team is concentrated on development of technologies and on
identification of raw materials for specific products, working together with the marketing and development team. The
remaining researchers are dedicated to base research, without a direct relation to new products. Their work is to
explore technologies and methods for extraction of resources that may be applied in development of future products,
principally in product areas for skin care and the use of resources from Brazilian biodiversity.
- Partnership research efforts

In this scenario, the Natura open innovation program has a fundamental role, which seeks the development and
acquisition of new Technologies by means of partnerships with universities and research centers in Brazil and abroad.
In 2007, the initiatives were reviewed and expanded with the launching of the Natura Campus Technological
Innovation Program and the Natura Campus Portal (www.natura.net/campus). The page on Internet facilitates the
relationship with Brazilian sc ience and technology institutions and allows registration o f research groups and the
submission of project proposals. Currently around 50% of our portfolio of technology projects comes from the open
innovation model, reinforcing the importance of these initiatives for innovation at Natura.

The Natura Campus Program has the support of programs for fostering technological research and development of the
National Council of Scientific and Technological Development (Conselho Nacional de Desenvolvimento Científico e
Tecnológico - CNPq), of the Research Support Foundat ion of the State of São Paulo (Fundação de Amparo à Pesquisa do
Estado de São Paulo - FAPESP) and of the Studies and Projects Financial Backer (Financiadora de Estudos e Projetos -
"FINEP"), which make viable and/or co-finance equipment, scientific scholarships and research material for participating
universities.

The Program furthermore considers the Natura Technological Innovation Award. The award recognizes the best
research project undertaken in partnership with Natura. In December 2008 the first edit ion of the Award took place.
The awards ceremony occurred at the Natura House in Campinas, São Paulo and gathered representatives from
universities throughout Brazil, research institutions, as well as the main organs for encouraging Brazilian research.
First place received a cash award of R$40 thousand.

In 2009, by means of the portal, we received 9 thousand accesses monthly. Currently we have a database of
volunteer participants that gather 262 research groups connected with 95 different science and technology
institutions. In 2009, we updated the content of our site on Internet and we disclosed the new technological themes
for virtual interactions. In response, we received 11 new proposals from 7 institutions by means of the portal, with
one of them already being approved for contracting in 2010.
- Ybios
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Ybios is an initiative created in 2004 which is quite innovative from Natura Innovation (Natura Inovação) in
partnership with Centroflora and Orsa Florestal, with a view toward the creation of a technological development
company based totally on the "open innovation" model. On December 31, 2009, we held 33.3% stock participation in
Ybios, which has the objective of focusing on the development of new technologies, product prototypes and
innovative concepts inspired by biodiversity, by means of creation and management of partnership projects,
principally serving the cosmetics, human and animal health and food markets. Our management is undertaken
through the indication of a member of the Board of Directors.

Social Responsibility

In 2009, we maintained the same proportion of 1.2% in investments in corporate responsibility in relation to Natura
Net Revenue. Among the groups benefited that registered the most significant rise are: consultants with increase in
investments in education and training; and society, especially by the growth in investments in sponsorships and
projects with civil society partners. In environment, we once more had as a highlight projects in offsetting
greenhouse gas emissions (GEE), selected by the Carbon Neutral Program.

In the matrix below, we consolidate investments in projects or actions which are not intrinsic to the business of our
company and which go beyond the legal demands.
Matr ix
of
Investments
in
Cor porate
Responsibility
(in thousand R$)
(1)
2009
2008
2007
Employ ees, family members and third parties
17,251.3
18,729.3
19,084.0
C onsultants
3,563.4
2,566.8
1,801.4
C onsumers
480.3
270.9
468.3
Suppliers
243.8
212.8
232.3
Supply ing C ommunities
(2)
1,424.6
647.0
1,993.1
Surrounding community
407.9
342.8
391.5
Gov ernment and society
(3)
15,672.0
8777.4
7,058.7
Env ironment
8,073.6
5,467.2
1,849.1
Total invested by gr oup
47,117.0
37 ,014 .2
32 ,878 .2
Management expenses
4,045.7
7,148.3
9,591.9
Total Natur a resour ces
51,162.7
44 ,162 .48
42 ,470 .1
Percentage of net rev enue
1.2%
1.2%
1.4%
Net resources colle cted by C onsultants in the pro gram
Believ e to See (C rer para V er)
3,768.2
3,767.0
2,484.8
Tax incentiv es invested
-
Rouanet Law
2,422.2
2,852.8
2,059.5
A udiov isual Law
920.0
400.0
1,098.0
ICMS in Minas Gerais
645.0
2,000.0
2,101.6
ICMS in São Paulo
-
540.7
814.3
% of Income Tax to C MDCA
(4)
-
0.0
227.0
% of Income Tax to C ondeca
(5)
938.0
1,015.0
445.0
Gener al total
59,856.0
54 ,738 .0
51 ,700 .3
(1)
The v alues inv ested in support and sponsorships are also considered in this matrix, how ev er, div ided among the groups benefitted.
(2)
The v alue of 2007 w as recalculated, excluding the total in refe rence to sha ring of benefits.
(3)
We ascertain that in a general w ay, the final public benefitted by these inv estments is society . The values directed to the gov ernment are
reported as ta x inv estments on this table.
(4)
CMDCA : municipal council for C hildren and A dolescent Rights. In 2008, the % of the Income Tax w as passed on to C ondeca.
(5)
C ondeca: State Council for C hildren and A dolescent Rights.

- Believe to See

Considered one of our priority themes of sustainability, we believe that education is a determining factor for the
construction of a more just society and also one of the most effective mechanisms for the transformation of the world
in which we live. To contribute to improvement in the quality of public education, in 1995 we created the program
Believe to See (Creer para Ver).
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Our consultants actively participate in the program, because they sell exclusive products from the Believe to See line
without profit. The total collected is invested in educational projects developed in public schools with a main focus on
promoting quality reading and writing.

In 2009, we reached our collection goal for Brazil, which was R$ 3.744 million, and we totaled R$ 3.768 million, which
was directed to the fund of the Believe to See program.
- Projects supported by Believe to See
Network Education (Formar em Rede)
Developed in partnership with the Avisa Lá Institute and the Razão Social Institute, the project has the partnership
and support of various companies. It serves children from 0 to 6 years old and is present in 31 municipal areas of 13
Brazilian states. Its purpose is to implement a virtual community of opinion makers (school principals, pedagogical
coordinators, teachers and technicians), by means of classroom and distance education to strengthen, spread and
develop quality practices in childhood education. In 2008, infrastructure investments were undertaken in the offices,
acquisition of pedagogical material and professional education. Among the results achieved were 79% of the local
opinion makers presented the final version of the institutional project proposed at the beginning of the process; 100%
of the principals or coordinators undertook meetings with their team of teachers and 52% of the teachers came to
frequently provide different materials than those they were used to offering at the beginning of the year.
Reading Encouragement Project ­ EJA
Undertaken in partnership with the NGOs Educational Action, Solidarity in Literacy Training, and the Education,
Culture and Community Action Study and Research Center (Ação Educativa, Alfabetização Solidária e Cent ro de
Estudos e Pesquisas em Educação, Cultura e Ação Comunitária), the project involves 1,500 schools for Youth and
Adult Education (Educação de Jovens e Adultos ­ EJA) in 783 cities. From 2006 to 2009, we distributed collections
with 50 books to participating schools for a total of 75 thousand books, as well as support material, with suggestions
for activities related to reading and orientations for the management and correct use of the collection. The initiative
was approved by 99.5% of the teachers involved in the program and 98.4% of the teachers affirmed that they
undertook readings in the classroom from the materials sent.

Chapada Project
The Chapada Institute for Education and Research (Instituto Chapada de Educação e Pesquisa) is a Natura partne r in
this program which seeks to improve the Basic Education Development Index and reduce the rates of leaving school
and failing students in the schools of the 25 municipalities of the Chapada Diamantina and the Bahian semi-arid
regions. To reach these goals, the program invests in continuous education of principals, pedagogical coordinators,
technical supervisors and teachers.
Support and Sponsorships
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By means of support and sponsorships, Natura invests in initiatives directed to three main themes: valuing of Brazilian
culture, with a focus on music, sustainable development and the strengthening of organization of civil society. These
themes of activity are an expression of our Reason for Being, the well well-being, and reinforcing the beliefs that
direct our corporate behavior.

Within the area of valuing Brazilian culture, our main expression is the Natura Musical Program. Created in 2005, the
project supports initiatives that represent the diversity and richness of Brazilian music, with projects in diverse artistic
areas and in different stages of the production process. Selection is made by means of public notices (one national
and one regional, in Minas Gerais), with the use of resources coming from laws for incentives and sharing from
Natura resources. There are also directly selected programs.




Resour ces thr ough Incentives
(in thousand R$)
2009
2008
2007
Sustainable Development
F ederal Law for Incentiv es for C ulture (Rouanet Law )
474,000
450,000
426,000
Law for inv estment in production and co -pro ductio n of
cinematographic , audiov isual and infrastructure w orks for
production and exhibitio n (A udiov isual Law )
100,000
100,000
643,000
Strengthening of Civil Society Or ganizations and
Gover nmental Or ganizations
F ederal Law for Incentiv es for C ulture (Rouanet Law )
423,500
475,266
546,000
Valuing of Brazilian Culture with a Focus on Music
F ederal Law for Incentiv es for C ulture (Rouanet Law )
1,524,660
2,227,542
1,087,520
State Law for Incentiv es for C ulture of Minas Gerais
645,000
1,600,000
2,101,620
State Law for Incentiv es for C ulture of São Paulo
-
540,743
814,272
Law for inv estment in production and co -pro ductio n of
cinematographic, audiov isual and infrastructure w orks for
production and exhibitio n (A udiov isual Law )
820,000
300,000
455,000
Suppor t and Sponsor ships ­ Resour ces thr ough
Incentives ­ Summary
F ederal Law for Incentiv es for C ulture (Rouanet Law )
2,422,000
3,332,000
3,588,801
State Law for Incentiv es for C ulture of Minas Gerais
-
-
-
State Law for Incentiv es for C ulture of São Paulo
645,000
2,247,144
1,816,777
Law for inv estment in production and co -pro ductio n of
cinematographic, audiov isual and infrastructure w orks for
production and exhibitio n (A udiov isual Law )
920,000
5,995,688
5,239,197

Our Strong Points

We believe that the points below represent goods possibilities for expanding our competitiveness and advancing in
the direction of our strategic objectives:

Sustainable Management
INVESTED NATURA RESOURCES (THOUSA ND R$)
1
Sustainable development
2,519.8 2,782.0 1,500.0
Strengthening of organizations of civil society
1,270.9 1,771.9 2,102.1
Valuing of Brazilian culture with a focus on music 780.8 1,327.4 4,844.0
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76

Natura is recognized in Brazil and in the world for its constant search for permeating day-to-day business activity with
sustainability. Our main challenge, however, is still in refining joint management of the economic, social and
environmental aspects of all company processes.

Sustainability is a directive of Natura Strategic Planning, approved by the Board of Directors. We also include socio -
environmental indicators in our strategic goals. We wish to be innovators regarding relevant social and environmental
demands in the present and in the future in all the countries in which we are active and we are attentive to the risks
and opportunities that involve climate change, social inequalities and the limitation of natural resources.

Every two years, we reflect on the most relevant aspects for the business and also for our stakeholders. The
consequences of actions related to priority themes are reported by means of the Sustainability Committee to upper
administration, which discusses the risks and opportunities related to them. Sustainable use of biodiversity and quality
of relationships are also part of the sustainability management process, which incorporates all educational work for
this relationship and dialogue with these groups.

- Corporate Governance

Our corporate governance is guided by the highest standards of transparency and ethics. In 2001, even before
offering public shares, we adopted, in a pioneering way in Latin America, the directives of the Global Reporting
Initiative (GRI), which develops the model of voluntary reports on the social and en vironmental impacts of company
activities. In this same direction, in 2004, we were the third company to adhere to the New Market. With the
objective of making our management and decision making processes ever more transparent and judicious, we
created, already in 1998, a Board of Directors which, on December 31, 2009, was composed of three founding
shareholders and four outside counselors, with two of them being Independent Counselors. In recognition of this act,
we are present in the "IGC ­ Differentiated Corporate Governance Action Index", which has the objective of
measuring the performance of a theoretical portfolio composed of stocks of companies that present differentiated
corporate governance levels.

The Executive Committee (Comex) was consolidated as the main executive body of Natura and manages corporate
matters with decisions regarding the Brazilian market and international operations. It consists of the Chief Executive
Officer, Alessandro Carlucci, and Natura Vice-Presidents.

In 2009, João Paulo Ferreira, as Vice-President of Operations and Logistics, and Telma Sinic io, Vice -President of
Innovation, the first woman to occupy a vice-president position in the history of Natura, became members of Comex.
This decision making body has the support of six committees which act as arms of Comex and represent executive
power in initiatives connected with management of the brand, ethics, commercial innovation, sustainability, products
and processes.

All are led by the chief executive officer, meeting monthly, except for the Products Committee, which meets weekly,
and the Ethics Committee, which meets on a semester basis and whenever necessary.

- Strong Brand and Quality of Concepts and Products

We offer high quality products associated with concept s that reflect our "Vision", "Values" and transcend our
functional aspects, making them more desirable and awaking greater faithfulness and strength for the "Natura"
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brand. Different surveys indicate that Natura consumers and Consultants see in the "Natura" brand care for the
environment, social responsibility and corporate ethics. According to research from the Ipsos Institute in 2009, we
have a strong brand with a high acceptance index, with preference of 46% of our consumers, as opposed to 16% of
the second place brand. Due to the recognition and acceptance of the "Natura" brand, we believe we have, among
others, the following competitive advantages: (i) possibility of charging a premium price in relation to our domestic
and foreign competitors; (ii) possibility for increasing penetration in groups that have received little focus, like males
and youth; and (iii) capacity for attracting and retaining Natura Consultants. In December 2009, we received the
EpocaNegocios 100 Award as one of the 100 companies of greatest prestige in Brazil.

- Product Innovation

Innovation is one of our main pillars of activity. By means of innovation, we seek to transform socio -environmental
challenges into opportunities. We believe that the success obtained in a large part of the product launches in our product
lines shows our ability for developing innovative products and concepts. Our innovation process is based on: (i) open
innovation model (the number of technological projects developed in outside partnerships has alread y gone beyond
50%); (ii) sustainable use of biodiversity as a technological platform; and (iii) directing approximately 3% of our annual
net revenue to the innovation process. Such factors allow us to be up-to-date with the latest trends and consistently
renew our product line, which, in our understanding, stimulates Natura Consultants to visit existing customers, as well as
prospect new consumers. We evaluate the vitality of this process through an "innovation index" (portion of income
derived from products launched in the last 24 months), which represented 67.6% in 2009 and 67.5% in 2008, in
comparison with 56.8% in 2007. It is worth emphasizing that our marginal cost for product launches is low, since the
direct sales model requires lower investments than retail sales. That way we can be more daring in developing our
products, focusing on innovative concepts and technologies.

- Differentiated and Growing Sales Channel
We believe that the integration of our logistics and distribution chain with our sales channel offers us autonomy in
conducting our business strategies without parallel, different than industries dependent on the large retail and
wholesale area. According to data from ABEVD published in December 2009, the direct sales channel presented
growth in the number of active resellers of 74% from the years 2002 to 2009, reaching a total of 2.2 million active
resellers in 2009. In this same period, the network of active Natura Consultants grew 197%, almost double the
performance of the sector in the same period, reaching 684 thousand Natura Consultants (active) and 894 thousand
Natura Consultants registered in Brazil at the end of 2009. In this context, we continue with our strategy of attracting,
retaining and recognizing our Natura Consultants, offering differentiated qualification and training for this group. As a
reference, approximately 583,000 Natura Consultants (among new and already existing ones) participated in
qualification training in 2009. As a result of this, in 2009, productivity (sales at the final consumer price divided by the
number of Natura Consultants) of active Natura Consultants (those that made at least one purchase order in the last
three Sales Cycles, or approximately 60 days) went more than 2 times beyond the average of the rest of the direct
sales industry in Brazil (based on data published by ABEVD). Thus, upon investing in our Natura Consultants, we
believe we are contributing to creating loyalty relationships and maintaining one of the lowest turnovers in the sector
in the world (36% in 2009).

- Growth Capacity also in Economically Unfavorable Circumstances
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The industrial sector in which we act, as well as the direct sales model, have historically shown greater resilience to
economic crises and currency devaluation than other sectors. Especially in Brazil, where the HPP&C (Cosmetics,
Perfumery and Personal Hygiene) industry in the last 10 years presented one of the greatest and fastest growths of this
industry in the world. From 2002 until December 2009, the Brazilian GDP grew at the compound annual average of 3.7%
(three point seven percent), according to data from IBGE, while sales in the target market of our company grew, in real
terms (discounting inflation measured by the IPCA) at 10.3% (ten point three percent) in the annual compound average
according to data from Abihpec/Sipatesp (considering the period from 2002 to 2009). We have also shown strength in
the recession period, registering growth in gross revenue of 14.2% (fourteen point two percent) in 2008 and 19.3% in
2009. Thus, given our capacity to grow and generate expressive gains even in economically adverse times, we did not
reduce investments for expansion of our productive capacity in 2008 or in 2009.

- Geographic Presence in Growth Markets

We are present in emerging markets with great growth potential for the HPP&C industry and for the direct sales
sector. In addition to Brazil, our main market, we were also active on December 31, 2009 in seven other Latin
American countries, namely: Argentina, Bolivia, Guatemala, Chile, Columbia, Mexico and Peru. The growth potential
of the region may be explained principally by the socio-demographic characteristics, including a young population,
increase in life expectancy and increase in employability of women. It is also worth highlighting the increase in the
buying power of the lowest economic classes, which, in accordance with Euromonitor studies, is directly related to the
increase in consumption of cosmetics, fragrances and personal hygiene products. In this sense, w e believe in the
growth potential of the region since the per capita consumption of cosmetics, fragrances and personal hygiene
products in Brazil was US$ 146 in 2009, whereas in the other countries in which we are active in Latin America, the
average per capita consumption was US$ 68.7 in the same year, as disclosed by Euromonitor. Considering the
average of US$ 194 in countries with mature markets, we believe that there is great room for growth in the sector in
Brazil and Latin America. This potential is even greater upon seeing that the increase in consumption from the lowest
classes has a positive impact on the direct sales industry.

- Generation of Consistent Cash flow and Financial Stability

Our financial performance has been historically consistent. Our business model with little dependence on credit has
high profitability (EBITDA margin above 23% and ROIC above 50% in each one of the last three fiscal years) and
strong cash generation (R$ 1,501.7 million from 2007 to 2009), which has allowed us to invest in the expansion of our
business and maintain an aggressive dividends policy (distribution of 91% of Net Profit from 2007 to 2009). We
believe that our low indebtedness (on December 31, 2009, our net debt was R$ 212.8 million) and high liquidity allow
us to pass through crisis periods without alarm and to have flexibility for strategic investment opportunities.

Our Strategies

We intend to advance in the direction of our "Vision" through permanent construction of the "Natura" brand.

Our strategy consists of seeking results in three perspectives: economic-financial, social and environmental. We seek
to generate value for all our stakeholders and transform socio-environmental challenges into business opportunities.
The main success factors for development of our business in the coming years are the following: (i) economic growth
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of the country; (ii) continuous investment in innovation; (iii) channel growth; (iv) maintenance of brand development;
and (v) elevated level of business management.

- Expand our Leadership in the Brazilian Market

We believe that the strength of the "Natura" brand, constant innovation in products and in the sales model, the
quality of relationships with the Natura Consultants and our corporate activity place us in a differentiated position to
increase leadership in the Brazilian market. According to data from Sipatesp/Abihpec of December 2009, we have a
market share of 22.5% (twenty two point five percent) in our target market (accumulated year), divided up into
33.9% (thirty three point nine percent) in the perfumery and cosmetics market and 12.4% (twelve point four percent)
in the personal hygiene market. Thus, upon evaluating the high dispersion in share between the different categories
in which we are active (perfumery, hair, soaps, etc.) and with a view toward the broad coverage of our channel,
present in more than 5 (five) thousand municipalities on December 31, 2009, we believe we have a great opportunity
for growth.

- Be Recognized in other Latin American countries through Corporate Leadership with Expressive Market Share and
Profitability
Our international revenue, leveraged by the advance of Latin American markets, grew 99.6% in the last three fiscal
years. In 2009, we reached a point of equilibrium in the consolidated result of consolidation operations in Argentina,
Chile and Peru, countries in which we have been active for more time. In Mexico and Columbia we continue favorably
developing our business. According to data published by Euromonitor, Mexico represented an HPP&C market of
US$ 7.4 billion in 2009, presenting what we believe to be a great growth opportunity for our value proposal. On
December 31, 2009, there were 157.8 thousand Natura Consultants in action in the Latin American markets,
excluding Brazil. Good acceptance of our value proposal and our direct sales model (in 2009, 26.6% of the sales of
this HPP&c market were made through direct sales in the countries in which we are active, excluding Brazil) as well
as the good growth rates we obtained, represent good growth opportunities throughout the next decade. That way,
we intend to proceed in our strategy of expanding operations in Latin America through the direct sales model adapted
to local conditions and considering the desires of consumers and of society. For this reason we seek to increase our
operational efficiency and invest in infrastructure, information technology and, principally in an organizational model
that supports our ambition.

- Grow and Innovate in our Commercial Model

The option for the direct sales commercial model makes the thousands of Natura Consultants protagonists of our
history of growth. They are the ones that, based on personal contact, add value to our products and cause consumers
to receive them, sharing our values, beliefs and "Vision". In this sense, beyond continually investing in training and
relationship programs, we seek to create a modern and innovative sales model which evolves with the new
information technology tools. Thus, it is worth highlighting that in 20 09, 71.0% of the Natura Consultants' orders
were made by Internet. With the objective of creating a space for meetings, courses, training and trying products, we
created various "Natura Houses" in Brazil and abroad. On December 31, 2009, we had ten "Natura Houses" in
operation abroad and six "Natura Houses" in Brazil.
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Moreover, in 2009, a training center was inaugurated in São João do Meriti, in the State of Rio de Janeiro, totally
directed toward Natura Consultants, with the objective of responding to po ssible questions regarding the products
sold. In addition, in the second semester of 2008, we implemented a sales structure with two levels by means of the
creation of the Natura Orientator Consultant ­ CNO. On December 31, 2009, we already had around 9,105 CNOs.
CNOs are selected from objective criteria that indicate the best Natura Consultants and they have the attraction,
training and motivation of these Natura Consultants as their activity. On December 31, 2009, each CNO related to
approximately 96 Natura Consultants, which could reach 150 depending on the case. We believe that this new
structure will provide growth in the number of Natura Consultants, as well as in the sales rate per Consultant since it
is more easily administrated and organized and has a greater scale of growth for the future. For the final consumer,
the model generates better service as a result of the increase in training and of greater availability of Natura
Consultants.

- Focus on Innovation of Products and Services

We believe that continuous innovation is an important element for the image of the "Natura" brand and for
competitiveness and growth. We intend to give priority to our offer of products at competitive prices without harming the
consolidated margins and the strength of the "Natura" brand. At the same time, in 2008, our strategic model "Less is
More" was implemented in relation to our portfolio of products, concentrating efforts on the products with greater sales.
In 2009, we launched 103 new products, in comparison wit h the 119 launched in 2008. We understand that this is a
manner of rationalizing costs and giving a greater focus to management, which maximizes our results of communication
and training of Natura Consultants, with benefits for final consumers. In this same movement, we believe it is
fundamental to hear and understand the needs of all those with whom we relate, transforming these contributions into
opportunities for innovation. We know that we cannot innovate thinking only of the consumer or of the competit ion,
taking into consideration that society confronts the unprecedented challenge of finding paths that promote our own
sustainability. The refill packaging, adopted in a pioneering way in 1983 and which has a lower cost for the consumer
and consumes less raw material, is an example of this form of innovation.

- Investing in Operational Efficiency

Giving continuity to the action plan disclosed in 2008, created to accelerate sales growth through additional
investments in marketing, which total R$400 million to be invested during the period from 2008 to 2011 (financed by
gains in productivity), we make continuous efforts to obtain gains in operational efficiency and productivity from the
infrastructure platform already installed and increase in scale. Since 2008, we have achieved gains in productivity due
to gains in negotiations, improvement of efficiency in the loss prevention process, greater share of orders made via
Internet and redesign of the sales catalogue (presenting a reduction in average unit cost from 2007 to 2009 of
34.8%). This effort, as emphasized here, resulted in productivity gains that totaled R$ 252 million up to 2009. We
believe that these strategies may continue to improve our operational processes and sustain our future growth.
Moreover, we intend in the future to undertake investments in infrastructure and information technology to support
our local and international growth.

- Consolidate Organizational Management and Culture

We refine our management structure with the objective of be coming more agile, with fewer hierarchical levels and
greater closeness to our Natura Consultants and consumers. Throughout 2008, implantation was begun of an
organizational model based on process management at the service of business units and regional u nits. This new
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configuration decentralizes decision making and execution of the main processes. Business units are responsible for
the development of products and for management and results of brands and categories, interacting with the regional
units which are responsible for the relationship with Natura Consultants, sales management and local results. This
combined action leverages our activities by regions and by brands and categories. In addition, this revision also
includes a structured process of strengthening of organizational culture, the development of engaged leadership and
a management model consistent with our essence. We wish to be an organization that stimulates leadership in
people in an open, multicultural and continuous learning atmosphere .
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8.
E
CONOMIC
G
ROUP
8.1.
Economic Group
Direct and Indirect Controllers
On December 31, 2009, 59.9657% of the total of stocks representing our capital stock were held by other
corporations (Lisis Participações S.A., Utopia Participações S.A., Passos Participações S.A., ANP Participações S.A. and
RM Futura Participações S.A.) and by individuals (Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal, Pedro Luiz
Barreiros Passos, Anízio Pinotti and Ronuel Macedo de Mattos).

Our controllers are signers of a Shareholders Agreement, as described in item 15.5 of this Reference Form. For details
regarding our controllers and the quantity of stocks held individually by each one of them, see item 15.1 of this
Reference Form.
Subsidiary and Associated Corporations, Interest of the Company in Corporations of the Economic Group

On December 31 of each year indicated, our Company was controlling company, directly or indirectly, of the following
corporations:

Interest - %




Direct Interest:
2009
2008
January 1,
2008
Indústria e Comércio de Cosméticos Natura Ltda.
99.99
99.99
99.99
Natura Cosméticos S.A. ­ Chile
99.99
99.99
99.99
Natura Cosméticos S.A. ­ Peru
99.94
99.94
99.94
Natura Cosméticos S.A. ­ Argentina
99.97
99.96
99.94
Natura Brasil Cosmética Ltda. ­ Portugal (closing on January 2010)
98.00
98.00
98.00
Natura Inovação e Tecnologia de Produtos Ltda.
99.99
99.99
99.99
Natura Cosméticos y Servicios de Mexico, S.A. de C.V.
99.99
99.99
99.99
Natura Cosméticos de Mexico, S.A. de C.V.
99.99
99.99
99.99
Natura Distribuidora de Mexico, S.A. de C.V.
99.99
99.99
100.00
Natura Cosméticos Ltda. - Columbia
99.99
99.99
99.99
Flora Medicinal J. Monteiro da Silva Ltda.
99.99
99.99
99.99
Natura Cosméticos España S.L. - Spain
100.00
100.00
100.00
Natura (Brasil) International B.V. ­ Holland
100.00
100.00
100.00
Natura Cosméticos y Vestimentas S.A. ­ Uruguay (in the closing phase)
99.99
99.99
99.99
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83

Indirect interest:
Via Indústria e Comércio de Cosméticos Natura Ltda.
Natura Logística e Serviços Ltda.
99.99
99.99
99.99
Via Natura Inovação e Tecnologia de Produtos Ltda.
Ybios S.A. (proportional consolidation ­ joint control)
33.3
33.33
33.33
Natura Innovation et Technologie de Produits SAS ­ France
100.00
100.00
-
Via Natura (Brazil) International B.V. ­ Holland
Natura Brasil Inc. - USA ­ Delaware
100.00
100.00
-
Natura International Inc. - USA ­ New York
100.00
100.00
-
Natura Worldwide Trading Company - Costa Rica
100.00
100.00
-
Natura Brasil SAS ­ France
100.00
100.00
-
Natura Brasil Inc. - USA - Nevada
100.00
-
-
Natura Europe SAS - France
100.00
-
-
Interest of Corporations of the Economic Group in the Company

On December 31, 2009, there were no corporations of the Natura economic group with interest in the comp any.
Corporations under Common Control

See item
Subsidiary and Associated Corporations, Interest of the Company in Corporations of the Economic Group
above.

For information regarding the company controllers, see item 15 of this Reference Form. For info rmation regarding
participation of the company in corporations of the group, see organization chart of item 8.2 of this Reference Form.

8.2.
Corporate Organization Chart

The organization chart below presents the structure in which our company was inserted on the date of this Reference
Form:
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84

























Indústria e Com. de
Cosméticos Natura Ltda.
(CNPJ 00.190.373/0001-72)
Natura Inovação e
Tecnologia de
Produtos Ltda.
(CNPJ 60.883.329/0001-70)
Flora Medicinal J.
Monteiro da Silva Ltda.
(CNPJ 02.007.074/0001-85)
Natura Cosméticos
S.A.
Chile
Natura Cosméticos
S.A.
Peru
Natura Cosméticos
S.A.
Argentina
Natura Cosméticos
y Vestimentas S.A.
Uruguai
Natura Brasil SAS
França
Natura Cosmeticos y
Servicios de Mexico,
S.A. de C.V.
Natura Cosmeticos
de Mexico, S.A. de
C.V.
Natura Distribuidora
de Mexico, S.A. de
C.V.
Natura Cosméticos
C.A.
Venezuela
Natura Cosméticos
Ltda.
Colômbia
Natura Brasil, Inc. -
EUA (Delaware)
Natura Cosméticos S.A.
Brasil
(CNPJ 71.673.990/0001-77)
BRASIL
99,99%
99,99%
99,99%
99,99%
99,94%
99,97%
100%
100%
99,99%
99,99%
99,99%
99,99%
99,99%
100%
Natura Innovation
et Technologie de
Produits SAS
França
100%
Natura Logística e
Serviços Ltda.
(CNPJ 56.680.176/0001-
96)
99,99%
Lisis Participações
S.A.
Utopia
Participações S.A.
Passos
Participações S.A.
ANP Participações
S.A.
RM Futura
Participações
S.A.
Tesouraria
Circulação
Controladores
PF
Administradores
Ybios S.A.
(CNPJ 06.985.928/0001-
59)
33,3%
Natura
International Inc.
EUA (NY)
100%
Natura Cosméticos
España, S.L.
Espanha
100%
Natura (Brasil)
International B.V.
Holanda
100%
Natura Brasil
Cosmética Lta.
Portugal
98%
Natura Worldwide
Trading Company,
S.A.
(Costa Rica)
100%
Natura
International Inc.
EUA (Nevada)
0,5401%
3,6997%
5,2487%
22,2990%
21,2790%
5,2540%
0,0002%
39,4940%
2,1854%
Natura Europa
SAS
França
OUTROS PAÍSES
100
Em fase de de
encerramento
(Uruguai, Portugal e
Venezuela).
In the closing phase
(Uruguay, Portugal
and Venezuel a)
OTHER COUNTRIES
Brazil
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Formulário de Referência ­ Natura Cosméticos S.A.
85

8.3.
Corporate Operations
In 2008, the incorporation by the company of our subsidiary Nova Flora Participações Ltda. was approved in our
Extraordinary General Meeting. Due to this incorporation, we came to directly control the subsidiary Flora Medicinal J.
Monteiro da Silva Ltda. For additional information, see item 6.5 of this Reference Form.

On May 14, 2009, an extraordinary general meeting was undertaken of
Natura Europa SAS to confer the totality of
stocks representing the capital stock of
Natura Europa SAS by the sole stockholder (Natura Cosméticos S.A.) to the
capital stock of Natura (Brazil) International B.V. with main offices in Holland.
8.4.
Other Relevant Information
Relevant Awards received by the company
We list below the awards and recognitions we received in 2009:
A WARD
INST ITUT ION
PLACEMENT
Atualidade Cosmética
A tualidade
C osmética
Magazine
We w on the aw ard in the C hildren's Line ­ Natura Naturé
Mais A dmir adas (Most
Admir ed) ­ Car ta Capital
C arta Capital Magazine
We w ere elected for the second y ear in a row as the Most A dmired
C ompany in Brazil.
1st place in the Hy giene, Perfumery and C osmetics Segment.
1st place in the Key F actors C ommitment to HR, Respect for the
C onsumer, Ethics, The Most C ommitted to Sustainable Dev elopment
and Social Responsibility .
As Mar cas Mais Valiosas (The
Most Valuable Br ands) ­
IstoÉ
IstoÉ Magazine
We are among the 15 Most V aluable Brands and this y ear w e
achiev ed 4th place.
Balanço Anual (Annual
Balance)
Gazeta
Mercantil
New spaper
Award for the best company in the Hy giene, C leaning Products and
C osmetics sector.
SustainAbility
Sustainability
C onsulting
F irm
We w ere honored w ith first place in analy sis of sustainability reports
in the study In the Direction of C redibility , undertaken by the
Brazilian F oundation fo r Sustainable Dev elopment ­ F BDS and by
SustainA bility .
100 Empr esas de Maior
Pr estígio (100 Companies of
Gr eatest Pr estige) Época
Negócios
Época Negócios Magazine
We w ere awarded as the brand w ith Greatest Prestige in the Beauty
Products Sector.
Guia Exame de
Sustentabilidade (Exame
Sustainability Guide)
Exame Magazine
We w ere the Model C ompany of the Year in Sustainability in 2008.
We are among the 20 companies that most stood out in Brazil in
2009.
Época Mudanças Climáticas
(Climatic Changes)
Época Negócios Magazine
We w on as the company w ith the Best Strategy in reduction of
carbon emissio ns.
Fór um de Líderes (Leader s'
For um)
Gazeta
Mercantil
New spaper
The former co-chairman of our Board of Directo rs Guilherme Leal w as
recognized as one of the leaders in the C osmetics, Hygiene and
C leaning Products secto r and as leader in the State of São Paulo.
Pr êmio Ciudadania
Empresaria (Company
Citizenship A war d) ­
AMCHAM Argentina
AMCHAM Aw ard
Award for corporate citizenship from the Câmara de Comércio de los
Estados U nidos em la Republica A rgentina (A mcham).
Pr êmio Viva Leitur a (Long
Live Reading A war d)
Ministry of Education
We w ere honored for the project "Reading C ircles" ("Rodas de
Leitura" ), a partnership betw een the Believe to See Project and
CEDAC.
Nova Beleza (New Beauty)
Nov a Magazine
We receiv ed the follow ing aw ards: hair ­ finalizer ­ The best anti-
frizz ­ Natura F ixplant Pós-Escov a (A fter Brushing) A nti-F rizz.
F ace ­ moisturizer ­ Which giv es a sensation of immediate comfort ­
Natura Erv a Doce FPS 15.
Body ­ moisturizer.
Pr êmio Comunique-se
(Communication Awar d)
C omunique-se
Rodolfo Guttilla, our dire ctor of C orporate Matters, w as aw arded in
the category of C orporate C ommunication Professional.
Empresa dos Sonhos dos
C ia. de Talentos
We w ere in fourth place in the ranking of the 10 top companies in
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Formulário de Referência ­ Natura Cosméticos S.A.
86

A WARD
INST ITUT ION
PLACEMENT
Jovens 2007 (Youth Dr eam
Company 2007)
the preference of Brazilia n y outh.
Revista Seleções ­ Mar cas de
Confiança (Tr usted Br ands)
Seleções Magazine
We w on the aw ard Trusted Brands (Marcas de C onfiança) from the
Seleções Magazine.
Melhor es da Dinheir o (The
Best of Dinheiro magazine)
Isto É Magazine
We w ere champions in the Pharmaceutical, Hy giene and C leaning
Products sector in the ranking "The Best of Money Magazine" ("A s
Melhores da Dinheiro"), in their 2008 and 2009 editions.
BRAMEX ­ Prêmio Franco
Montor o (Fr anco Montor o
A war d)
Bramex
We w ere the only one in the sector chosen as company highlight in
the Brazil ­ Mexico bilateral intercha nge.
Revista Conjuntura
Econômica: XVIII pr êmio
FGV Excelência Empr esar ial
C onjuntura
Econômica
magazine
We w ere aw arded w ith 1st place in the Perfumery C ategory .
Valer 1000 (XVIII FGV
Business Excellence A war d)
Valor
Econômico
New spaper
F or the 4th co nsecutiv e time, w e w ere recognized as the Best
C ompany in the Hy giene and C osmetics Sector.
Melhor es e Maior es (Best and
Lar gest)
Exame magazine
We w ere aw arded for the second consecutiv e y ear in the C onsumer
Goods category . In addition, w e w ere w inners of the title of C ompany
of the Year in the Best and Largest Ranking ­ 2009.
Pr êmio BM&FBOVESPA
(BM&FBOVESPA Awar d)
BM&FBOVESPA
We w ere among the 10 first of the 100 companies listed in the New
Market of the BM&F BOVESPA.
ABRE de Design&Embalagem
(Design and Packaging)
ABRE
We w on three categorie s w ith Natura C hronos F lavonóides de
Passiflora, Natura A mor A mérica and Natura F aces Estojo Mágico.
Mar cas Mais Valiosas do
Br asil (Most Valuable Brands
of Brazil)
IstoÉ Dinheiro magazine
In 2008, w e entered in the ranking of the 15 most v aluable brands in
Brazil.
Distintivo de Empresa
Socialmente Responsável
2008 (Socially Responsible
Company Distinction 2008)
C emefi and A liar-se ­
Mexico
Award granted for our activ ity in Mexico.
Mar cas de Quem Decide
(Brands of Who Decides)
Jornal do C omércio ­ POA
We w ere recognized as the most remembered and preferred brand of
Rio Grande do Sul in the sector of Hy giene and Personal Beauty
Products and also as a highlight in the category "Env ironmental
Preservation".
As 100 Melhor es em
Cidadania Cor porativa 2008
(T he 100 Best in Cor por ate
Citizenship 2008)
Gestão & RH Editora
We w ere among the best in the Env ironmental Responsibility
category .
GRI and RCA A war ds
The GRI A msterdam Global
C onference
O ur 2008 annual report w on second place in the GRI Readers' C hoice
Awards in v oting for C ivil Society organizations.
Pr êmio Par cer ias
(Par tner ship Awar ds):
Desenvolvimento Solidár io
no Nor deste (Development
with Solidarity in the
Nor theast)
A liança Interage and by the
Instituto A ção Empresarial
pela C idadania
We w ere recognized for a ctiv ity in our educational project in the
C hapada Diamantina.
Melhor Empresa de
Cosméticos do Br asil (Best
Cosmetics Company in Brazil)
Instituto IMPA R ­ Maringá
We w ere indicated as Best C osmetics C ompany in Brazil.
Pr êmio Br asil de Meio
Ambiente (Br azil
Envir onmental A ward)
Jornal do Brasil, Gazeta
Mercantil and F orbes Brasil
We w on the aw ard in the category "Best Businessman of the Year"
w ith A lessandro Carlucci.
Top of Mind
F olha
de
São
Paulo
New spaper
F or the second consecutiv e year, w e w on the aw ard in the
Env ironmental C onserv ation category .
Top of Mind 2008 Minas
Gerais
Mercado C omum Magazine
We receiv ed the prize in the leadership catego ry for Beauty Products.
Tr oféu Empreendedor es de
Sucesso 2008 (Entrepr eneur
of Success Trophy 2008)
Top of Business Magazine
Recognition fo r the orga nizations of relev ant economic, social and
env ironmental activ ity.
50 RHs Mais A dmir ados do
Br asil 2008 (50 Most Admir ed
H Rs in Br azil 2008)
Gestão e RH
Honoring the International Human Resources O fficer, C laudia F alcão,
as one of the 10 HR professionals of greatest prestige in the country .
IR Magazine Brasil Awar ds
IBRE ­ Instituto Brasileiro
de Economia/FGV
We w ere selected among the 5 best in the categories Best C orporate
Gov ernance and Best Socio-Env ironmental Sustainability of the IR
Magazine Aw ards 2008.
Destaque Agência Estado
Empresas (A gência Estado
Company Highlights)
A gência Estado
The A gência Estado C ompanies Ranking chose the open capital
companies that had the best performance for their stockholde rs.
Pr êmio I Best 2008 (I Best
2008 Awar ds)
I Best Magazine
We w ere classified among the best w ebsites of 2008.
Os Websites Mais
Sustentáveis das empr esas
listadas no IBovespa (T he
Most Sustainable Websites of
Management & Excellence /
GrowAssociates ­ Razão
C ontábil Magazine
We achiev ed the aw ard as one of the Most Sustainable Websites of
the companies listed o n IBov espa ­ 2007.
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87

A WARD
INST ITUT ION
PLACEMENT
the Companies on IBovespa)
­ 2007
Top Vale
Vale Paraibano New spaper
We w ere w inners in the ca tegory "C osmetics/Perfumery Brand" in the
cities of São José dos C ampos, Jacareí, Taubaté and 1st place in the
Regional Top.
As Empresas Mais
Sustentáveis da Amér ica
Latina (T he Most Sustainable
Companies of Latin America)
Management & Excellence /
GrowAssociates
We w on as one of the most sustainable companies in Latin A merica.
Top of Mind ­ Diár io do
Gr ande ABC
Diário do Grande A BC
We receiv ed the honor as most remembered brand by consumers in
the hy giene and beauty products secto r.
Valor 1000
Valor
O nline
(V alor
Econômico)
Best company in the Hy giene and C osmetics Sector.
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88

9.
R
ELEVA NT
A
SSETS
9.1.
Non-current Assets
(a)
Fixed assets of the company, including those which are object of rental or leasing, identifying their location

In 2001, we inaugurated our integrated production, logistics and research center in Cajamar, located approximately
20 kilometers from the City of São Paulo. Our Cajamar unit was constructed at a cost of approximately R$ 200.0
million. Designed by the famous architect Roberto Loeb, our Cajamar factory, which we call "Espaço Natura" ("Natura
Space"), is composed of a state-of-the-art factory unit and a corporate space that we believe contributes to the high
rates of satisfaction of our Employees. We use modern manufacturing equipment designed to guarantee the safety of
our workers and environmental responsibility. We acquired a large part of our equipment when we transferred our
operations to Cajamar. We conduct our commercial and marketing activities primarily at ou r Itapecerica da Serra unit,
located approximately 25 kilometers from the City of São Paulo.

Moreover, we have manufacturing and distribution operational activities in Benevides (PA), a location at which a
factory and a laboratory operates for developing native palm tree oils, and distribution centers in Itapecerica da Serra
(SP), Matias Barbosa and Uberlândia (MG), Jaboatão dos Guararapes (PE), Canoas (RS) and Simões Filho (BA), as
well as offices in Taguatinga (DF), Rio de Janeiro (RJ), Recife (PE), Barueri-Alphaville (SP), Salvador (BA), and Porto
Alegre (RS) and Natura Houses (Casas Natura) in Campinas (SP), Osasco (SP), São Paulo (SP) and Guarulhos (SP). In
2009, we inaugurated a training center in São João do Meriti (RJ). To support our permanent efforts in innovation, we
have had an Advanced Technology Center in Paris, France since 2006.

Our unit in Benevides is the object of a rental contract which was duly recorded in the property registration, and
whose rental value was partially paid in advance for the entire period of the contract. Nevertheless, the property
owner is a defendant in legal suits of an executive character in which said property was indicated as a good subject to
execution, having been sold at auction in the records of the labor claim in progress in the Regional Labor Tribunal of
the 8th Region under no. 01111-2007-121-08-00. We believe that we will be able to adopt necessary measures to
assure maintenance of our operations in this property due to the rights arising from this contract.

Our subsidiary Natura Indústria has an area of rural land in the Municipality of Cajamar which is the object of an
action of rectification, for the purposes of determining the parcel corresponding to its rights over said property. The
value of acquisition of said rights corresponded to R$ 6.0 million on September 30, 1996. In addition, a lien falls on
one of the registries of the real estate which is property of Natura Indústria in Itapecerica da Serra, arising from a
legal suit in which the ICMS fiscal debit is discussed related to the charging of a fine in fiscal installments. Possible
loss of this suit would not cause relevant impact to our operations on this property since the amount reserved on
December 31, 2009 is of R$ 255 mil.

On July 29, 2009, we became aware of a judicial proceeding in progress in the 1st Judicial Court and the Judicial
Administrative Department of the Property Registration Notary Office of the Judicial District of Itapecerica da Serra,
which has the object of determining possible irregularity in measurements of one of our properties located in
Itapecerica da Serra. This irregularity would arise from impreciseness and inaccuracy in the description of the
perimeter of this property that compromises its complete identification and objective specialization.
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89

Due to this judicial proceeding, registration of the property is blocked as a precautionary measure, with new records
not being permitted until due regularization. In our understanding, neither the blocking of the registratio n of this
property nor the possible legal basis of the suit referred to above are liable to cause any relevant adverse effect on
carrying out our activities. Without limitation to this, we will adopt all necessary measures for our defense in the
records of this suit, among which as an example, we indicate the production of expert proof and the contracting of an
independent report regarding the measurement of this property.
Production Capacity and Expansion Potential
In 2009, the productive capacity of our plant in Cajamar was 499 million units, in comparison with 460 million units in
2008 and 410 million units in 2007.
To meet expected demand for 2010, expansion of the work shifts in the factories and investment in the capacity of
the bottling lines. For meeting the demand in Brazil and in international operations in the next years, various
possibilities are being evaluated: (i) expansion of the internal productive capacity, with investments in machinery and
installations; (ii) increase in outsourcing of products and (iii) investment in capacity and infrastructure abroad. In
2009, the share of products produced in an outsourced way obtained the mark of 21.78% of our gross revenue. Our
model of expansion of industrial capacity will not necessarily occur in the municipality of Cajamar and the expansion
options evaluated consider our own infrastructure or that of third parties.
Insurance

We insure all our installations, equipment and operations against damages. On December 31, 2009, the contracted
policies covered the following risks: (i) material damages, with a maximum limit of $ 815.1 million; (ii) loss of profits,
with a maximum limit of R$ 1,124.4 million; (iii) international transport, with a maximum limit of US$ 1.0 million (by
means of transport/trip) for importation and US$ 300.0 thousand (by means of transport/trip) for exportation; (iv)
general civil responsibility, with a maximum limit of R$ 2.0 million; and (v) other coverages, including fire, lightning,
explosion and vehicle fleet. We consider the values covered in the policies adequate for a company of our size and
our line of activity and to meet the risks associated with our operations.

(b)
Patents, brands, licenses, concessions, franchises and technology transfer contracts, indicating (i) du ration;
(ii) territory reached; (iii) events that may cause the loss of rights related to such assets; (iv) possible
consequences of loss of such rights for the company
In Brazil, ownership of a brand is acquired only through valid registration issued by the INPI, with the titleholder thus
being assured of its exclusive use throughout national territory for a period of ten years, renewable for additional
periods of tem years each one, for a determined class of services or products. During the registratio n process, the
depositor has only an expectation of the right to use of the deposited brands applied for identification of its products
or services.

The
Natura
brand, since 2005, has been considered a brand of high renown with the INPI; in other words, it is a
brand with uncontestable recognition and prestige, which guarantees special protection in Brazil, in all branches of
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90

activity. Recognition as a brand of high renown will expire, in principle, in 2010, but we believe we will achieve an
extension of this recognition by the INPI.

Registered Trademarks
We hold title to 1517 registered trademarks in the world, divided into 317 in Brazil and 1200 abroad. Our
brands are our main intellectual property, such as
Natura
,
Natura Ekos,
Chronos
and
Mamãe e Bebê
. We
carefully manage our brands so as to preserve the conceptual and market appeal of our products with the
different sectors of Brazilian society, as well as the association with innovative products and socio-
environmental responsibility.
We have a procedure for protection of our brands, which consists in monitoring publications, both in Brazil
and abroad, of magazines of brand publications, so as to avoid dilution of the brands and prevent,
whenever possible, the registration of brands similar or identical to those to which we hold title. As well as
the administrative procedures with the INPI, we are used to sending extrajudicial notifications for the
cases in which there is no request for registration of the brand in the INPI, or when we identify the us e of
other distinctive signs of company names that may infringe upon our intellectual property rights.
Just as with brands, we register domain names of our interest and always according to our main brands
and products. Among them, we highlight
natura.com.br, ekos.com.br
,
revistanatura.com.br
,
natura.com
and
natura.net
.
Patents
Currently we have 88 valid patents and 295 patent requests in process throughout the world. Our
patents are used principally in our products for skin treatment, with most of our pr oducts and processes
being in the public domain and used through licensing.
We have two French patents for Elastinol®, an exclusive ingredient of our
Chronos
products which acts in
prevention of skin aging. We also have an American patent in reference to refinement of the effects of
Vitamin A used in cosmetic compositions to improve cellular activity in an individual and use of Vitamin C,
a French patent related to the use of vitamin C in skin treatment, as well as Brazilian, American,
European, and Latin American country patents in relation to cosmetics and packaging.
Industrial designs
Moreover, we hold title to 352 registrations of industrial designs naturally valid in Brazil and abroad, a
large part related to perfume bottles, containers in general and make-up packaging.
For more information regarding our brands and the influence they have on our business, see part "c" of item 7.5 of
this Reference Form.

(c)
Information regarding the corporations in which the company has an interest
C ompany name
Indústr ia e Com. De
Cosméticos Natura Ltda.
Natura Inovação e
Tecnologia de Pr odutos
Ltda.
Flor a Medicinal J.
Monteir o da Silva Ltda.
Natura Cosméticos Chile
Main O ffices
Rodov ia A nhanguera, s/n.º,
Km 30,5 Prédio "C ",
C ajamar/SP
Rodov ia A nhanguera, s/n.º,
Km 30,5, Prédio "A ",
C ajamar/SP
Rodov ia Régis Bittencourt,
s/n.º, Km 293, Edifício II,
Itapecerica da Serra/SP
C ordillera 321, Modulo B6,
C omuna de Q uilicura -
Santiago, C hile
A ctiv ities Dev eloped
Manufacture of cosmetics,
perfumery and personal
Research and dev elopment
of new Technologies and
Non-operational
Sale, import and export of
beauty , hy giene, cleaning
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91

hy giene products
cosmetics, perfume ry and
personal hy giene products
and cosmetic products and
others.
Share
(% )
99.99%
99.99%
99.99%
99.99%
Subsidiary or
A ssociated C ompany
Natura Logística e Serv iços
Ltda. Brasil (99.99% )
Natura Innov ation et
Technologie de Produits SAS
(F rance) (100% ); and
Ybios S.A. (33.3% )
N/A
N/A
Registration in the CVM
Does not hav e
Does not hav e
Does not hav e
Does not hav e
Book V alue of the
Interest (in tho usand
R$)
836,851
61,713
(564)
24,074
Div idends Received
-
-
-
-
Reasons for A cquisition
or maintenance
O perational U nit
O perational U nit
Non-operational unit in
closing pha se
O perational unit

C ompany name
Natura Cosméticos S.A.
Per u
Natura Cosméticos S.A.
Argentina
Natura Cosméticos Ltda.
Columbia
Ur uguay Cosmeticos y
Vestimentas S.A. (in
closing pha se)
Main O ffices
Av. Del Ejército,801 -
Miraflores - Lima - Peru
C alle Edison 2500, 2º Piso,
Martínez, Prov incia de
Buenos A ires, A rgentina
C alle 76 N. 9 ­ 66, Bogotá,
C olumbia
L.A . de Herrera Torre B piso
17, Montev ideo, U ruguay
A ctiv ities Dev eloped
Sale, import and export of
beauty , hy giene, cleaning
and cosmetic products and
others.
Sale, import and export of
beauty , hy giene, cleaning
and cosmetic products and
others.
Sale, import and export of
beauty , hy giene, cleaning
and cosmetic products and
others.
Non-operational.
Share
(% )
99.94%
99.97%
99.99%
99.99%
Subsidiary or
A ssociated C ompany
N/A
N/A
N/A
N/A
Registration in the CVM
Does not hav e
Does not hav e
Does not hav e
Does not hav e
Book V alue of the
Interest (in tho usand
R$)
3,769
30,908
6,535
0
Div idends Received
-
-
-
-
Reasons for A cquisition
or maintenance
O perational U nit
O perational U nit
O perational unit
Non-operational unit in
closing pha se
C ompany name
Natura Distribuidora de Mexico,
S.A ., Natur a Cosmeticos y
Servicios de Mexico, S.A . de C.V.,
Natura Cosmeticos de Mexico,
S.A . de C.V.
Natura (Brazil) Inter national B.V.
H olland
Natura Cosméticos España, S.L.
Spain
Main O ffices
Homero 823, Polanco Reforma, Mexico
D.F . 11550
Prins Bernhardplein 200, 1097 JB
Amsterdam, the Netherlands
C alle Gran V ia de las C ortes C atalanas,
583, 5 piso, 08011, Barcelona, Spain.
A ctiv ities Dev eloped
Sale, import and export of beauty ,
hy giene, cleaning and cosmetic
products and others.
Sale, import and export of beauty ,
hy giene, cleaning and cosmetic
products and others; share in and
administration of business of any
nature as partne r or stockholder.
Sale, import and export of beauty ,
personal hy giene, cleaning, cosmetics,
apparel, household items, articles fo r
decoration, foods, phy totherapy
products, among others.
Share
(% )
99.99%
100%
100%
Subsidiary or
A ssociated C ompany
N/A
Natura Europa SAS (100% ) ­ controls
Natura Brasil SAS (100% ); and
Natura Worldw ide Trading C ompany,
S.A.
(C osta Rica) (100% )
N/A
Registration in the CVM
Does not hav e
Does not hav e
Does not hav e
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92

Book V alue of the
Interest (in tho usand
R$)
25,315
167
60
Div idends Received
-
-
-
Reasons for A cquisition
or maintenance
O perational unit
Holding
O perational unit
C ompany name
Natura Br asil Cosmética Ltda.
Por tugal (closed in January 2010)
Natura Eur opa SAS - Fr ance
Main O ffices
Av. 1º de Maio, nº 230, Marinha
Grande. Lisboa, Portugal
55 av enue V ictor Hugo, 75116. Paris,
F rança
A ctiv ities Dev eloped
Non-operational.
Sale, import and export, distributio n of
all beauty , hy giene, cosmetics, health,
food products.
Share
(% )
98%
100%
Subsidiary or
A ssociated C ompany
N/A
Natura Brasil SAS
F rance (100% )
Registration in the CVM
Does not hav e
Does not hav e
Book V alue of the
Interest (in tho usand
R$)
(1)
8,251
Div idends Received
-
-
Reasons for A cquisition
or maintenance
C losed in January 2010
O perational unit
9.2.
Other Relevant Information
Strength of our brand:
For Natura, brand is a culture that forms a dynamic of relations established between t he company/product and the
stakeholders
, which creates value for all interested parties. Thus, we understand that our brand represents the
thought of this community, of which we are part.

In 2008, we contracted a company to perform a survey regarding the image of our Natura brand. The survey was
undertaken with 1200 people among men and women of A, B, C and D classes in three different Brazilian cities, for
the purpose of defining the attributes given by consumers to the Natura brand, in comparison to certain competitors.
We selected 11 attributes of the brand we believe to be important for our business and the company we contracted
undertook the survey as based on these attributes. We were in first place in all attributes. In the table below are the
results of some of the main attributes.
Natura
Competitor A
Competitor B
Competitor C
C ommitment to the truth
77
42
55
28
Sustainable dev elopment
72
34
46
19
Innov ation
80
46
52
25
Q uality
80
47
56
31
Brand I w ould buy again
60
24
53
30
Brand I w ould recommend
66
30
48
24
Preference for the Brand
47
11
16
3
The result of this survey shows the leadership position of the image of the Natura brand in the Brazilian market,
which we believe is derived in large part from our capacity of practicing our beliefs and values.
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93

The "Natura" brand continues to be a market leader with strong recognition in Brazil, being the preference among the
brands of the Cosmetics, Fragrance and Personal Hygiene ­ CFT segment, according to research published by
Ipsos
Brand Essence
, of 46% of consumers in 2009.
42
47
46
18
16
16
2007
2008
2009
Natura
2º colocado
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94

10.
B
OARD OF
D
IRECTORS
R
EMARKS
­
M
ANAGEMENT
A
NALYSIS AND
D
ISCUSSION ON THE
F
INA NCIAL
P
OSITION A ND
O
PERATIONAL
R
ESULT OF THE
C
OMPANY
M
A NA GEMENT
A
NALYSIS AND
D
ISCUSSION ON THE
F
INA NCIAL
P
OSIT ION AND
O
PERATIONAL
R
ESULT OF
N
AT URA
C
OSMÉTICOS
S.A.
In accordance with what is disclosed on section 9, subsection III, of the CVM Instruction number 481, of December
17
th
, 2009 we submit below the remarks of our managers on the financial position of our Company, on t he terms of
item 10 of the Reference Form of Natura Cosméticos S.A.
10.1.
The Board of Directors should comment:
(a)
General financial and equity conditions

Natura is the biggest company of the cosmetics, fragrances and personal hygiene products sector of Brazi l,
accounting for 13,2% of market participation according to Euromonitor International. Still, according to data from the
same source, Brazil is the third biggest market for this sector in the World. We are an integrated Company that
develops, manufactures, distributes and commercializes products, and ours is one of the most recognizable brands in
Brazil, according to Interbrand. In 2009 we celebrated 40 years of existence and trust that we are recognized by our
long standing commitment to sustainable development and to the quality of the relations built through ethics,
transparency and open dialogue. We are also present in seven other Latin American and European countries:
Argentina, Bolivia, Guatemala, Chile, Colombia, Mexico, Peru, and France ­ the operations in Venezuela are currently
on termination phase.

Our opinion is that we present sufficient financial and equity conditions to implement our implement our business plan
and fulfill our short and medium term obligations. This vision is based on the following main aspects:

- Generate strong and consistent cash
- Financial leverage at a low level

Ratings
from Rating Agencies

Standard & Poor's Agency (Rating ­ National Scale Brazil): BrAAA Stable.
(b)
capital structure and possibility of share rescuing
In regards to managing its capital, the objectives of the Company are to safeguard the continuous capacity of the
Corporation to offer its shareholders financial return and benefits to other interested parties, in addition to maintain
an ideal capital structure to reduce this cost.
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Along with other companies of the sector, the Company monitors the capital based on the financial leverage indexes.
This index corresponds to the net debt divided by the net worth. The net debt, however, corresponds to the total
loans and financing (including short and long term finance and loan deadlines, in accordance to the consolidated
financial statement) subtracted from the cash amounts and equivalents.
Our current capital structure, principally measured by the connection between the net debt on the net worth of the
Company, presents conservative levels of leverage: 18% on December 31
st
, 2009.
Our net debt was of R$ 129,6 million on December 31
st
, 2008 while on December 31
st
, 2009 it was equivalent to R$
204,1 million, a variation explained mainly due to the necessity of working capital deriving from the growth of
operations of the Corporation. Our net worth, however, increased from R$ 1.014,1 million on December 31
st
, 2008 to
R$ 1.139,8 million on December 31
st
, 2009, mainly as a result of the accounting of 2009.
In regards to the possibility of share redemption, we have yet to develop a strategy on the short term to asses this
matter.

(c)
ability to meet financial obligations
Our EBITDA, on the fiscal year ended on December 31
st
, 2009, was R$ 1.008 million whereas our financial income
was R$ 41.8 million for the same period. Thus, our EBITDA presented a coverage ratio 24.1 times that of our financial
expenses during the fiscal year ended on December 31
st
, 2009.

The balance of our debt (increased or decreased loans and financing, from profits and losses derived from unfulfilled
derivative operations, taken from cash or cash equivalents), on December 31
st
, 2009, was of R$ 212.8 million, that is,
4.7 times smaller than our EBITDA registered for the fiscal year ended on December 31
st
, 2009.

Considering the profile our indebtedness, our cash flow and our liquidity position, we are confident it will be possible
to fulfill all of the financial obligations taken over the next years.
(d)
sources of financing for working capital and investments in non-current assets used by the Company
When necessary, funds are raised by means of financial contracts which are employed in the financing of our working
capital and long and short range investment needs, as well as maintenance of our cash availability on a level we find
(
in millions of R$)
Fiscal year ended on
Indebtedness
December
31
st
, 2009
December
31
st
, 2008
January
1
st
,2008
Total loans and financing ......................................................
(704,4)
(480,1)
(549,0)
(-)Cash and cash equivalents.................................................
500,3
350,5
405,4
Net Debt)........................................................................
(204,1)
(129,6)
(143,6)
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appropriate to continue our activities. For information about the sources of financing for the working capital and long
and short term investments used by the Company, see line (f) of item 10.1 below.

On December 2009, we entered the stock market by issuing and publicly distributing commercial promissory notes.
Additionally, on May 31
st
, 2010, the Company registered on the CVM (federal security commission) a note on t he
conclusion of the emission of simple, not convertible in shares, debentures of Natura Consméticos SA, in the amount
of R$ 350 million under the CVM 476 Instruction, with maturity on May 26th, 2013. The funds raised with the offer
were allocated for the extension of the average term of the Company debts, with full payment of the debt in terms of
Promissory Notes issued on December 2009.

(e)
sources of financing for working capital and for investments in non-current assets that the Company plans to
use to cover liquidity deficiencies.
For information about the sources of financing for working capital and for investments in a non -current assets which
are to be used as coverage for liquidity deficiencies, see line (f) of item 10.1 below.
(f)
levels of indebtedness and the characteristics of such debts
Our main source of indebtedness is the raising of funds allocated for financing our investments in fixed assets and
working capital.

On December 31
st
, 2009, our total loans and financing plus the provisions for lo sses with derivative operations
exceeded in R$ 212.8 million the cash and cash equivalents. On December 31
st
, 2008, our total loans and financing
exceeded in R$ 91.5 million the cash and cash equivalents plus the gains not performed with derivative operations.

The increase of the net debt on 2009 is given by an increased necessity of working capital, notably on inventory and
tax turnover, as well as dividend distribution and interest on own equity.

On December 31
st
, 2009, we had R$ 135.0 million in long term loans and financing and R$ 569.4 in short term loans
and financing and, in December 31
st
, 2008, these values were, respectively, of R$ 289.5 million and R$ 190.6 million.
Nowadays, such loans and financing consist mainly of obligations with the BNDES (national bank for economic and
social development), FINEP (funds for studies and projects), financial institutions (mainly ABN Real) and promissory
notes.

We reduced our short and long term loans and investments to R$480.1 million in 2008, comparing to R$ 549.0 million
on January 1
st
, 2008. This decrease is due, in part, to the release of the short term loans contracted to finance the
sales campaign of the 2007 Christmas.

The following table presents the variation of our net loans and financing, considering the gains and losses not
accomplished with derivative operations, for the indicated periods:

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97

(1) Net loans and financing corresponding to the total loans and financing plus the gains or losses not accomplished
with derivative operations minus the cash and cash equivalents.

The net loan and financing verified on January 1
st
, 2008 are the result, mainly, of increase investment in working
capital (especially accounts receivable) with consequent demand for short term loans to finance it. On December 31
st
,
2008, the Christmas campaign was less aggressive in terms of credit to the Natura Consultants, resulting in decreased
necessity of working capital. Therefore, we end the fiscal year with net loans and financing equal to R$ 91.5 million.
In 2009, the abovementioned indicator presented growth compared to 2008 due to an increased necessity for
working capital, notably on stocks and tax turnover, as well as dividend distribution and interest on own equity.

The following table contains the maturity of our long term consolidated debt on December 31
st
, 2009:
Maturity of long term loans and
financing
Value
(in millions of R$)
2011
42,7
2012
33,8
2013
23,7
2014
17,0
2015 on
17,8
Our loans and financing include the instruments described below. Despite the existence of the loans and financing
described below, we believe not to be dependent on third party resources for our business performance, which is
focused on self consistent generation of cash while achieving our financial solidity. Punctual funding, notably short
term, are part of the usual procedures of our business.

Relevant loan and financing contracts


- BNDES Exim Pré-Embarque ("Pre-Shipping") and BNDES Exim Pré-Embarque Especial ("Special Pre-Shipping")
programs

We and our subsidiaries benefit from the BNDES Exim Pré -Embarque ("Pre-Shipping") and BNDES Exim Pré-Embarque
Especial ("Special Pre-Shipping") Programs, which are financing programs imple mented during the pre-shipping phase
for export of goods and services. As a rule, the requirements for participation on the aforementioned programs are:
(i) having approved credit along the financial institution that will execute the financing contract; and (ii) manufacture
products with at least a 60% nationalization index.
(
in millions of R$)
Fiscal year ended on

Indebtedness
December
31
st
, 2009
December
31
st
, 2008
January
1
st
, 2008
Total loans and financing...................................................... (704,4)
(480,1)
(549,0)
(+) Gains (losses) not accomplished with derivative operations .... (8,7)
38,1
(6,4)
(-) Cash and Cash Equivalents ............................................... 500,3
350,5
405,4
Net loans and financing (1).............................................. (212,8)
(91,5)
(150,0)
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All Financing Contracts upon Credit Opening of the BNDES Exim Pré -Embarque ("Pre-Shipping") and BNDES Exim Pré-
Embarque Especial ("Special Pre-Shipping") Programs were executed by the Indústria e Comércio de Cosméticos
Natura Ltda.(Natura Enterprse) with Unibanco ­ Union of Brazilian Banks L.L.C, allowing the financing of exports of
cosmetics, beauty and personal hygiene products, in general. Below, we highlight the main financing cont racts for
export of the BNDES Exim Pré-Embarque ("Pre-Shipping") and BNDES Exim Pré-Embarque Especial ("Special Pre-
Shipping") Programs:

On November 13
th
, 2008, in accordance with the terms of the BNDES-Exim Pré-Embarque Especial, Natura Enterprise,
acting as beneficiary and exporter, executed a Financing Contract upon Credit Opening with Banco do Brasil L.L.C,
granting a credit extension of R$ 24.7 million. The amortization of credit will occur in three consecutive quarter
installments, the first one with expiration on August 15
th
, 2010 and the last on February 15
th
, 2011. To ensure the
execution of any pecuniary obligation deriving from this contract, the Company is established as guarantor and
principal payer.

On July 7
th
, 2008, Natura Enterprise, in accordance with the terms of BNDES-Exim Pré-Embarque Program, acting as
beneficiary and exporter, executed a Financing Contract by Credit Opening with Banco do Brasil L.L.C, granting a
credit extension of R$ 48.3 million. The amortization of credit will occu r in five consecutive monthly installments, the
first one with expiration on September 15
th
, 2009 and the last one on January 15
th
2010. To ensure the execution of
any pecuniary obligation deriving from this contract, the Company is established as guaranto r and principal payer.

On January 22
nd
, 2008, in accordance with the BNDES Exim Pré-Embarque Especial program, Natura Enterprise,
acting as beneficiary and export, executed a Financing Contract by Credit Opening with Unibanco - Union of Brazilian
Banks L.L.C, granting a credit extension of R$ 27.4 million. The amortization of credit will occur in three consecutive
quarter installments, the first one with expiration on November 15
th
, 2009 and the last one on May 15
th
2010. There
are no guarantees ensuring the execution of the pecuniary obligations, deriving from this contract.

- Financing Contracts with the BNDES
We and our subsidiaries executed the Financing Contracts by a credit opening with the BNDES for, amongst other
purposes, ensuring direct investments in the Company and perfect certain product lines of the Company and its
subsidiaries. Below, we highlight the main financing contracts executed with the BNDES.

On February 26
th
, 2009, Natura Product Innovation and Technology Ltd. ("Natura Innovation") and the BNDES
executed a Financing Contract upon a credit opening in the amount of R$ 63.8 million, for the generation of
jurisdictions, gathering of knowledge and qualification in the research and development area of Natura Innovation.
The amortization of credit will occur in seventy two consecutive monthly installments, the first one with expiration on
April 15
th
, 2010 and the last one on March 15
th
, 2016. This contract is guaranteed by a Bank Guarantee Letter issued
by Banco do Brasil L.L.C, which state the bank will assume jointly and severely the pecuniary obligations of Natura
Innovation in case noncompliance with the abovementioned contract, encompassing not only the main part of the
debt, but also the interests, commissions, contractual penalties and other incumbencies, until September 15
th
, 2016.
Of the R$ 63.8 million total, Natura Innovation has already received R$ 56.0 million and the remaining balance of
R$7.8 million will be available until the end of this year, elevating the indebtedness of Natura Innovation.
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On January 21
st
, 2008, the Company, Natura Industry, Natura Logistics and Services Ltd. ("Natura Logistics") and the
BNDES executed a Financing Contract upon opening a revolving credit line of R$ 224.0 million, allocated for financing
investments. The amortization of credit will occur in consecutive monthly installments, with a maturity date to be
established on the documents referring to the use of the credit limit, observing the maximum deadline of ninety
months, starting from the date of signature of this contract. The signed contracts total, on this date, R$ 58.0 million,
of which were already received R$ 41.6 million and the remaining balance of 16.4 million can be available until the
end of this year, elevating the indebtedness of the Company and its subsidiaries. The signed contracts are guaranteed
by five bank guarantee letters issued by Banco do Brasil L.L.C, which states the bank will assume jointly and severely
the pecuniary obligations of Natura Industry and Natura Logistics in c ase of noncompliance with the abovementioned
contract, encompassing not only the main part of the debt, but also the interests, commissions, contractual penalties
and other incumbencies, until October 15
th
, 2016.

On June 22
nd
, 2007, Natura Logistics and the BNDES executed a Financing Contract upon a credit opening in the
amount of R$ 3.8 million, allocated for the optimization product separation lines of the Cajamar industrial facility,
hiring consultants for the new Distribution Centers and the acquisition of the necessary equipments for this purpose.
The amortization of credit will occur in seventy two monthly consecutive installments, the first one with expiration on
August 15
th
, 2008 and the last one on July 15
th
, 2014. This contract is guaranteed by a Bank Guarantee Letter issued
by Banco do Brasil L.L.C, which states the bank will assume jointly and severely the pecuniary obligations of Natura
Logistics in case of noncompliance with the abovementioned contract, encompassing not only the main part of t he
debt, but also the interests, commissions, contractual penalties and other incumbencies, until January 15
th
, 2015.

On June 22
nd
, 2007, Natura Industry and the BNDES executed a Financing Contract upon a credit opening in the
amount of R$ 2.7 million allocated for the management adjustment of the Cajamar unit and the acquisition of the
necessary equipments for this purpose. The amortization of credit will occur in seventy two consecutive monthly
installments, the first one with expiration on August 15
th
, 2008 and the last one on July 15
th
, 2014. This contract is
guaranteed by a Bank Guarantee Letter issued by the Banco do Brasil L.L.C, which states the bank will assume jointly
and severely the pecuniary obligations of Natura Industry in case of noncomplian ce with the abovementioned
contract, encompassing not only the main part of the debt, but also the interests, commissions, contractual penalties
and other incumbencies, until January 15
th
, 2015.

Still on June 22
nd
, 2007, the Company and the BNDES executed a Financing Contract upon a credit opening in the
amount of R$ 30.4 million, allocated for the implementation of two new distribution centers in Matias Barbosa and
Jaboatão dos Guararapes, as well as for management adjustment of the Itapecerica da Serra u nit and acquisition of
the necessary equipment for this purpose. The amortization of credit will occur in seventy two consecutive monthly
installments, the first one with expiration on August 15
th
, 2008 and the last one on July 15
th
, 2014. This contract is
guaranteed by a Bank Guarantee Letter issued by the Banco do Brasil L.L.C, which states the bank will assume jointly
and severely the pecuniary obligations of the Company in case of noncompliance with the abovementioned contract,
encompassing not only the main part of the debt, but also the interests, commissions, contractual penalties and other
incumbencies, until January 15
th
, 2015.

On July 20
th
, 2005, Natura Industry and the BNDES executed a Financing Contract upon a credit opening in the
amount of R$ 15.3 million, allocated for the installation of a vertical warehouse on the industrial facility of the
Cajamar Unit. The amortization of credit will occur in forty eight consecutive monthly installments, the first one with
expiration on March 15
th
, 2006 (part of credit) and May 15
th
2006 (rest of credit) and the last one on February 15
th
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100

2010 (part of credit) and April 15
th
, 2010 (rest of credit). The contractual obligations were guaranteed by the
industrial unit mortgage of Natura Industry, located in Cajamar, in favor of the BNDES.

- Financing Contract with FINEP

The Company has innovation programs that aim at developing and acquiring new technologies by partnerships with
universities and research centers in Brazil and abroad. Such innovation programs have the support of research and
technological development fomentation programs, including from FINEP, which enables and/or co -finances
equipments, scientific scholarships and research materials for the participating universities.

On March 14
th
, 2006, Natura Innovation and FINEP executed a Financing Contract in the amount of R$ 49.6 million,
allocated for the partial funding of the expenses implied in the elaboration of the project "Technology Platforms for
New Cosmetics and Nutritional Supplements Products". The amortization of the credit will occur in forty nine
consecutive monthly installments, the first one expiring on March 15
th
, 2009 and the last on March 15
th
, 2013. This
contract is guaranteed by ten Bank Guarantee Letters issued by the Banco ABN AMRO Real L.L.C, which states the
bank will assume jointly and severely the pecuniary obligations of Natura Innovation in case of noncompliance with
the abovementioned contract, until March 15
th
, 2013.

- FINAME ­ Machine and Equipment Financing

Natura Industry is the beneficiary of a credit line with the BNDES regarding the FINAME transfer operations, a loan
allocated for financing the acquisition of, nationally manufactured, new machinery and equipments granted by the
BNDES. The abovementioned transfer occurs via credit extension to Natura Industry, generating right to receive by
the financial institution credited as a financial agent, which usually are Banco Votorantim S.A., Banco Itaú Unibanco
S.A., Banco do Brasil S.A., HSBC Bank Brasil S.A., Banco Santande r Brasil S.A. and Bank Boston Banco Múltiplo S.A.,
who contract along with Natura Industry the abovementioned financing operations.

Between the years 2005 and 2007, Natura Industry executed thirty five fixed credit opening contracts in favor of the
abovementioned banks for the financing of machinery and equipments, for a total value of R$ 23.09 million, with
similar terms and conditions. These contracts have as warranty the transference of fiduciary property of the described
of the goods described in the respective contracts. Natura Industry appears as a faithful depositary of these goods,
with the Company as the surety. Additionally, the Company and its subsidiaries are obligated to comply with the
Applicable Resolutions to the BNDES Contracts and General Regulatory Conditions of the Operations regarding
FINAME. On December 31
st
, 2009, the balance due of these contracts was of R$ 6.2 million.

On December 31
st
, 2009, fixed credit opening contracts involving Banco do Brasil L.L.C amounted, altogether, R$ 5.0
million. On the same date, the open balance of these contracts was R$ 2.0 million, with expiration between March
2010 and September 2012..

- Operations with derivative financial instruments
The operations with derivatives contracted by the Company can be summarized in
swap
and
NDF-Non Deliverable
Forward
foreign currency which exclusively aims at mitigating the exchange risks associated to positions on the
financial statement plus projected cash flows on foreign currencies. Below, we highlight the main c ontracts that
enable the contracted swap operations.
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101


On February 4th, 2009, the Company and Banco do Brasil S.A executed a Swap Operation Cash Flow Contract and
Forward Swap Cash Flow in the amount of R$ 720.1 million, with settlement date predicted for February 4
th
, 2010.

On January 29
th
, 2009, the Company and Banco do Brasil L.L.C executed a Swap Operation Cash Flow Contract and
Forward Swap Cash Flow in the amount of R$ 716.7 million, with settlement date predicted for January 15
th
, 2013.

On December 22
nd
, 2008, Natura Industry and Banco do Brasil L.L.C executed a Swap Operation Cash Flow Contract
and Forward Swap Cash Flow in the amount of R$ 5.2 million, with settlement date predicted for February 15
th
, 2011.

On March 5
th
, 2008, Natura Industry and Banco Alfa de Investimentos L.L.C executed a Swap Operation Cash Flow
Contract and Forward Swap Cash Flow in the amount of R$ 5.0 million, with settlement date predicted for February
17
th
, 2010.

On August 9
th
, 2007, the Company and the Banco ABN L.L.C executed a Swap Operation Cash Flow Contract in the
amount of R$ 89.9 million, with settlement date predicted for January 26
th
, 2010.

On August 3
rd
, 2007, the Banco ABN Amro L.L.C issued in favor of the Company, a bank credit bill in the amount of
YEN$ 5.6 billion, whose effective fund release took place on August 9
th
, 2007, with settlement date predicted for
January 26
th
, 2010.

Other long term relations with financial institutions

Except for the aforesaid operations, we do not have any other relevant long term relations with financial institutions.

Degree of subordination amongst debts

There is no subordination amongst our debts.

Restrictions imposed in regards to the limit of indebtedness and contracting new debts, to the distribution of
dividends, to the transfer of asset ownership, to the emission of new securities and the transfer of control of the
company.

The loans from the BNDES are taken upon the execution of financing contracts with the opening of a credit line and
are subject the "Applicable Resolutions to the BNDES Contracts". According to the terms of the "Applicable
Resolutions to the BNDES Contracts", whoever takes a loan from BNDES, including our Company, cannot, without
previous authorization from BNDES: (i) favor other credits; (ii) perform amortization of shares; (iii) emit debentures;
(iv) emit beneficiary parts; (v) take new debts (in accordance to the clauses expressed on the "Applicable Resolutions
to the BNDES Contracts"); and (vi) transfer or tax goods of its permanent assets.

In the terms of the documents regarding our fourth emission of commercial promissory notes, our Company is subject
to the following restrictions: (i) payment of dividends, of interest on own capital, or any other participation in the
profit predicted by the Social Statute of the Issuing in case our company is noncompliant with its pecuniary
obligations described on the cartouche of the referenced commercial promissory notes, except, however, the payment
of the minimum mandatory dividend predicted on article 202 of the Law of Joint-stock Companies; and (ii) alteration
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102

in the direct or indirect control of our Company which may imply in substitution of two thirds of our Board of Directors
and/or our Management Advisory, without having this approved in an asse mbly composed by the titleholders of the
commercial promissory notes.
(g)
significant alterations in each item of the financial statements
SUMMARY OF THE FINA NCIAL STATEMENTS

In accordance with our management, the annual financial statements below mentioned reflect the correct
presentation of the financial and equity positions and the result of our operations for the referred fiscal years.

PRESENTATION OF FINA NCIAL STATEMENTS

For reading and analysis of demonstrations and further accounting information referring to these demonstrations
included in this Document, the following aspects regarding the elaboration and presentation of the financial
statements should be considered:

Fiscal years ending on December 31
st
, 2009, 2008 and 2007 and in January 1
st
, 2008
The financial statements (controlled and consolidated) filed on December 31
st
, 2009 and 2008 and on
January 1
st
, 2008 as well as the respective statement results (controlled and consolidated), the
comprehensive statements (controlled and consolidated), the changes in net worth (controlled and
consolidated), the cash flows (controlled and consolidated) and the added values (controlled and
consolidated) corresponding to the fiscal year ending on December 31
st
, 2009 and 2008, were elaborated in
accordance with the Accounting Practices Adopted in Brazil and CVM standards, including the CVM
Resolution number 603/09, where the Management of the Corporation chose to anticipate the adoption of
new technical Announcements, Interpretations and Orientations issued by the Accounting Announcing
Committee ­ CPC in 2009, with mandatory application predicted for the financial statements of December
31
st
, 2010.
The financial statements (controlled and consolidated) the changes in net worth (controlled and
consolidated), the cash flows (controlled and consolidated) and the added values (controlled and
consolidated) corresponding to the fiscal year ending on December 31
st
, 2007, were elaborated in
accordance with the Accounting Practices Adopted in Brazil and CVM standards, including the CVM
Resolution number 603/09, where the Management of the Corporation chose to anticipate the adoption of
new technical Announcements, Interpretations and Orientations issued by the Accounting Announcing
Committee ­ CPC in 2009, with mandatory application predicted for the financial statements of December
31
st
, 2010.
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103

The audit opinion on the financial statements (controlled and consolidated) referring to the fiscal year ending on
December 31
st
, 2009 and 2008 and on January 1
st
, 2008 includes an emphasis paragraph about the fact that,
according to the changes in the Accounting Practices Adopted in Brazil in 2009, the financial statements (controlled
and consolidated) referring to the fiscal year ending on December 31
st
, 2008, presented for comparison purposes,
were adjusted and represented according to what was predicted on the Accounting Announcing Committee ­ CPC
number 23 ­ "Accounting policies, Changes in Estimates and Correcting Errors".

The abovementioned financial statements were audited by Touche Tohmatsu Independent Auditors in accordance
with the auditing standards applicable in Brazil.

In addition to this information, it is important to point that the consolidated financial statements of the Company filed
on December 31
st
, 2008, in accordance to what was stated on the Standardized Financial Statements ­DFP of
December 31
st
, 2008, was presented to illustrate the adjustments and reclassification resulting from the adoption and
alterations in the accounting practices adopted in Brazil and promoted by the anticipation of the new Announcements,
Interpretations and Orientations issued by the Accounting Announcing Committee ­ CPC in 2009, with mandatory
application for financial statements on December 31
st
, 2010, and for this reason, indicates small variations in certain
tags, when comparing consolidated financial statements and the information displayed in this document derived from
the latter, which stem only from the financial statements referring to the fiscal year ended on December 31
st
, 2007,
and elaborated in accordance with the accounting practices adopted in Brazil, valid during the time the corresponding
financial statements were prepared, which were audited by Deloitte Touche Tohmatsu Independent Auditors.

These small abovementioned limitations on comparability are represented as follow: (i) Net worth on January 1
st
,
2008, which presents the positive difference in this document, in 0.5% (equivalent to R$ 4.3 million); (ii) Total asset,
which presents the negative difference of 0.4% in this document (equivalent to R$ 4.3 million), with the main impact
of 0.6% (R$ 4.9 million) on the Non-current asset ­ Immobilized Asset.
Additionally, the following reclassification of our equity accounts took place: (i) Income Tax and deferred social
contributions presented as non-current asset (equivalent to R$ 50.2 million), previously presented as current assets
(equivalent to R$ 98.9 million), previously presented as reducer of tag of contingency provisions.
(a)
significant changes in accounting methods

With the enactment of Law number 11.638/07 and the edition of the Provisional Measure 449/08, the latter being
later converted on Law number 11.941/09, were altered, revoked and introduced several devices of the Joint -stock
Companies Law (Law number 6.404/76), specially in regards to chapter XV, about the accounting discipline, and valid
from the closure of the financial statements regarding the fiscal year ended on December 31
st
, 2008, and applicable
to all institutions regarded as limited liability corporations, including public corporations and large enterprises.


These alterations have the main goal of updating the Brazilian social legislation in order to improve the
standardization process of the Accounting Practices Adopted in Brazil with the implemented international standards of
accounting (
International Financial Reporting Standards
­
IFRS
) and allow that new financial standards and
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104

procedures be expedited by regulatory agencies and by CVM in agreement with the international accounting
standards.
Adoption of accounting announcements edited on 2009

Continuing with the convergence process of the accounting standards instituted with the implementation of Law
number 11.638/07, in 2009 new Announcements, Interpretations and Technical Orientations were expedited in
accordance with the CPC international accounting standards. Until the date of preparation of our financial statements
regarding the fiscal year ending on December 31
st
, 2009, 26 new Announcements, 12 Interpretations and 3 Technical
Orientations were expedited by the CPC and approved by CVM Resolutions, for mandatory enforcement starting on
2010.

Complying with what is described on the 3
rd
article of the CVM Resolution number 603/09, the Company and its
subsidiaries, in the elaboration of the financial statements refereeing to the fiscal year ended on December 31
st
, 2009,
whenever applicable, in a retroactive fashion, to the financial statements regarding the fiscal year ended December
31
st
, 2008 and the financial statement filed on January 1
st
, 2008, adopted beforehand the applicable Announcements,
the Interpretations and the Technical Orientations.

For the purposes of reading and analyzing the financial information of the Company, regarding the comparison of the
net results between the fiscal years ending on December 31
st
, 2007 and 2008, one should consider that the financial
statements regarding 2008 were elaborated in accordance with the Accounting Practices Adopted in Brazil, effective
at the time of its elaboration, which do not include alterations introduced by the Law number 11.638/07 and by the
MP 449, while the financial statements referring to 2007 were elaborated in accordance to the Accounting Practices
Adopted in Brazil, effective at the time of its elaboration, which do not inc lude alterations introduced by the Law
number 11.638/07 and by the MP 449. Therefore, the financial statement resulting from the fiscal year, regarding to
the fiscal years ending December 31
st
, 2007 and 2008 included in this document present limitations to their
comparability.

(b)
significant effects of the alteration on accounting practices

It is the understanding of the Company, that the changes in the Accounting Practices Adopted in Brazil promoted by
the alterations in the Joint-stock Companies Law did not bring any significant adjustments to the equity and results of
the Company. Irregardless, to facilitate the analysis of the financial statements of the Company (keeping in mind that
the financial statements regarding the fiscal year ended on December 31
st
, 2007 were not elaborated in accordance
with the terms of the CVM resolution number 603/09, by beforehand adoption of new annunciations, interpretations
and technical orientations issued by the Accounting Announcing Committees ­ CPC. In 2009 with the mandatory
application predicted for the financial statements of December 31
st
, 2010) the alterations in the Accounting Practices
Adopted in Brazil, regarding the verification of the IRPJ, CSLL, PIS and COFINS, did not result in tax impacts for the
Company due to the option made by the Transition Tax System ­RTT, instituted by the MP 449/08, later converted in
the Law number 11.941/09.

Considering the application of the new Announcements, Interpretations and Technical Orientations by the CPC,
applicable to the company and its subsidiaries, the effects of such fiscal year ended on December 31
st
, 2008 and of
previous years, classified under the tag "Accumulated Loses" on the net worth, previously verified, without application
of the new Announcements, are as follow:
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Reference Form ­ Natura Cosméticos S.A.
105


2008
January
1
st
, 2008
Total
In accordance with the accounting standards - Laws number 11.638/07
and 11.941/09
(before the adoption of new CPC Announcements issued in 2009)
518.111
-
518.111
Adjustments due to the initial adoption of the new accounting
announcements issued in 2009:
Attributed cost of the non-current asset
(26)
1.583
1.557
Capitalized taxes
(361)
4.874
4.513
Income tax and social contribution deferred over previous adjustments
133
(2.195)
(2.062)
Adjustments total, net of the tax effects
(254)
4.262
4.008
In accordance with the accounting standards - Laws number 11.638/07
and 11.941/09
(after the adoption of new CPC Announcements issued in 2009)
517.857
4.262
522.119
(c)
exceptions and emphasis present in the auditor's opinion
The opinion of the auditor on the financial statements (controlled and consolidated) regarding the fiscal year ending
on December 31
st
, 2009 and 2008 and in January 1
st
, 2008 include an emphasis paragraph o the fact that, in
accordance to what is mentioned on the explicative note number 3 regarding the financial statements, by virtue of
the changes in the Accounting Practices Adopted in Brazil in 2009, the financial statements (controlled and
consolidated) referring to the fiscal year ended on December 31
st
, 2008, presented for comparison purposes, were
adjusted and represented according to what is predicted in the Accounting Announcing Committees ­ CPC number 23
­ "Accounting policies, Changes in Estimates and Correcting Errors".
Display of Results, Financial statements and Other Financial Information
Below are the displays of results, our financial statements and other financial information consolidated for the
indicated fiscal years, prepared according to the BR GAAP:
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Reference Form ­ Natura Cosméticos S.A.
106

Fiscal Year ended on December 31
st
of
2007
AV
(1)
2008
AV
(1)
2009
AV
(1)
Variation
08/07
Variation
09/08
Continued Operations
(R$ millions, except the net profit of the fiscal year per action)
Net income ................................................
3.072,7 100% 3.576,2 100% 4.242,1 100%
16,4%
18,6%
Costs of sold products ...................................
(992,3) (32,3)% (1.113,2) (31,1)% (1.294,6) (30,5)% 12,2%
16,3%
Gross revenue ............................................
2.080,4 67,7% 2.463,0 68,9% 2.947,5 69,5%
18,4%
19,7%
(Expenses) Operational Income
With sales...............................................
(1.033,2) (33,6)% (1.259,3) (35,2)% (1.496,1) (35,3)% 21,9%
18,8%
Management and general.............................
(383,7) (12,5)% (391,1) (10,9)% (450,9) (10,6)% 1,9%
15,3%
Participation of collaborators on
results ...................................................
(28,7) (0,9)% (56,9) (1,6)% (55,8) (1,3)% 98,3%
(1,9)%
Wage of managers ....................................
(9,5)
(0,3)% (13,9) (0,4)% (14,1) (0,3)% 46,3%
1,4%
Other
revenues
(expenses)
operational, net ........................................
4,0
0,1%
28,3
0,8%
(14,6) (0,3)% 607,5% (151,6)%
Operational profit before the financial ................
629,3
20,5% 770,1
21,5% 916,0
21,6%
22,4%
18,9%
Financial Incomes......................................
51,0
1,7%
99,0
2,8%
84,2
2,0%
94,1%
(14,9)%
Financial expenses.....................................
(58,3) (1,9)% (121,8) (3,4)% (126,0) (3,0)% 108,9%
3,4%
Profit before IRPJ and CSLL .............................
622,0
20,2% 747,3
20,9% 874,2
20,6%
20,1%
17,0%
IRPJ and CSLL - Current ..............................
(174,4) (5,7)% (256,9) (7,2)% (224,5) (5,3)% 47,3%
(12,6)%
IRPJ and CSLL ­ Deferred ...........................
17,8
0,6%
27,5
0,8%
34,2
0,8%
54,5%
24,4%
Net profit from the fiscal year of the
continuous operations.................................
465,4
15,1% 517,9
14,5% 683,9
16,1%
11,3%
32,1%
Attributed to:..............................................
Company's shareholders ..............................
465,4
15,1% 517,9
14,5% 683,9
16,1%
11,3%
32,1%
Non shareholders ......................................
-
-
-
-
-
-
-
-
Net profit of fiscal year per action­ R$ ................
1,0855
1,2069
1,5895
11,2%
31,7%
_______________________
(1)
Vertical analysis.
Balance sheets filed on January 1
st
, 2008 and December 31
st
2008 and 2009
The tables below present a summary of the consolidated Financial Statements filed on January 1
st
, 2008 and
December 31
st
, 2008 and 2009, as well as variations occurred in the presented periods:
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Reference Form ­ Natura Cosméticos S.A.
107

Fiscal year ended on
Financial Statements
Jan 1
st
2008
AV
(1)
Dec 31
st
2008
AV
(1)
Dec 31
st
2009
AV
(1)
Variation
08/1º
Jan 2008
Variation
09/08
(R$ million)
Current Asset
1.270,5
61,4% 1.373,5 61,3% 1.716,4
62,6%
8,1%
25,0%
Cash and Cash equivalents
405,4
19,6%
350,5
15,6%
500,3
18,3%
(13,5)%
42,7%
Customer pending dues
535,5
25,9%
470,4
21,0%
452,9
16,5%
(12,2)%
(3,7)%
Stocks
251,1
12,1%
333,6
14,9%
509,6
18,6%
32,9%
52,8%
Taxes to recuperate
49,4
2,4%
109,7
4,9%
191,2
7,0%
122,1%
74,3%
Gains not realized in derivative
operations
-
0,0%
38,1
1,7%
-
0,0%
0,0%
(100,0)%
Advancement to collaborators and
suppliers
3,6
0,2%
6,9
0,3%
6,1
0,2%
91,7%
(11,6)%
Other credits
25,5
1,2%
64,3
2,9%
56,3
2,0%
152,2%
(12,4)%
Non current
798,3
38,6%
868,7
38,7% 1.024,8
37,4%
8,8%
18,0%
Accomplished on the Long range:
Taxes to recuperate
22,3
1,1%
33,5
1,5%
63,9
2,3%
50,2%
90,7%
Deferred IRPJ and CSLL
84,5
4,1%
111,9
5,0%
146,1
5,3%
32,4%
30,6%
Judicial Deposits
137,5
6,6%
163,3
7,3%
232,4
8,5%
18,8%
42,3%
Advancement to collaborators and
suppliers
4,5
0,2%
2,1
0,1%
1,6
0,1%
(53,3)%
(23,8)%
Financial applications
4,8
0,2%
5,2
0,2%
5,8
0,2%
8,3%
11,5%
Non-current
480,9
23,3%
477,7
21,3%
492,3
18,0%
(0,7)%
3,1%
Intangibles
63,8
3,1%
75,0
3,3%
82,7
3,0%
17,6%
10,3%
Asset Total
2.068,8 100,0% 2.242,2 100,0% 2.741,2 100,0%
8,4%
22,3%
Current Liability
777,5
37,6%
823,1
36,7% 1.337,1
48,8%
5,9%
62,4%
Loans and financing
289,0
14,0%
190,6
8,5%
569,4
20,8%
(34,0)%
198,7%
National Suppliers
173,5
8,4%
182,6
8,1%
227,3
8,3%
5,2%
24,5%
Foreign Suppliers
2,1
0,1%
3,5
0,2%
4,4
0,2%
66,7%
25,7%
Wages, result participation and
social charges
87,1
4,2%
130,7
5,8%
130,8
4,8%
50,1%
0,1%
Tax obligations
165,5
8,0%
245,0
10,9%
341,3
12,5%
48,0%
39,3%
Outstanding dividends and taxes
over own capital
0,2
0,0%
0,2
0,1%
0,2
0,0%
0,0%
0,0%
Outstanding freight
18,0
0,9%
25,6
1,1%
23,5
0,9%
42,2%
(8,2)%
Provisions for tax, civil and workers
risks
13,4
0,6%
15,8
0,7%
1,5
0,1%
17,9%
(90,5)%
Provisions for losses in derivative
operations
6,4
0,3%
-
0,0%
8,7
0,3%
(100,0)%
0,0%
Other obligations
22,3
1,1%
29,1
1,3%
30,0
1,1%
30,5%
3,1%
Non-current
370,2
17,9%
405,0
18,1%
264,3
9,6%
9,4%
(34,7)%
Loans and Financing
260,0
12,6%
289,5
12,9%
135,0
4,9%
11,3%
(53,4)%
Provisions for tax, civil and workers
risks
102,9
5,0%
106,2
4,7%
120,0
4,4%
3,2%
13,0%
Other obligations
7,3
0,3%
9,3
0,5%
9,3
0,3%
27,4%
0,0%
Net worth
921,1
44,5% 1.014,1 45,2% 1.139,8
41,6%
10,1%
12,4%
Share capital
390,6
18,9%
391,4
17,4%
404,2
14,7%
0,2%
3,3%
Capital reserves
154,4
7,5%
138,7
6,2%
143,0
5,2%
(10,2)%
3,1%
Profit reserves
170,3
8,2%
167,5
7,5%
253,7
9,3%
(1,6)%
51,5%
Shares with treasury
(2,7)
(0,1)%
(0,4)
0,0%
-
0,0%
(85,2)%
(100,0)%
Additional proposed dividend
237,8
11,5%
311,7
13,9%
357,6
13,0%
31,1%
14,7%
Accumulated loses
(20,9)
(1,1)%
-
0,0%
-
0,0%
(100,0)%
0,0%
Other comprehensive results
(8,4)
(0,4)%
5,2
0,2%
(18,7)
(0,7)% (161,9)% (459,6)%
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Reference Form ­ Natura Cosméticos S.A.
108

Fiscal year ended on
Financial Statements
Jan 1
st
2008
AV
(1)
Dec 31
st
2008
AV
(1)
Dec 31
st
2009
AV
(1)
Variation
08/1º
Jan 2008
Variation
09/08
Total liability and of the net
worth
2.068,8 100,0% 2.242,2 100,0% 2.741,2 100,0%
8,4%
22,3%
_______________________
(1)
Vertical Analysis.
Comparison of the operational results in the fiscal years ended on December 31
st
, 2008 and December
31
st
, 2009
Gross revenue

Our gross revenue has reached R$ 5789.3 million in 2009, representing a 19.3% increase regarding the gross
revenue of R$ 4852.9 million in 2008, mainly due to an increase in the quantities of products sold and the average
prices of the products sold for that period.

Sales in the internal market

An 18.2% increase in sales of the internal market can be broken into a 15.4% increase in the quantity of units sold
(which reached 345.1 million units sold in 2009, comparing to R$ 299.1 million in 2008) and a 3.4% average price
variation of the products sold.

The following table demonstrates the opening of our gross revenue by segment:
Opening the Gross revenue
(in millions of R$)
Fiscal year ended
Variation
2009/2008
(%)
December
31
st
2008
December
31
st
2009
Internal market .......................................................................
4.576,4
5.410,5
18,2
Foreign market ­ international operations
(1)
......................................
270,2
370,8
37,2
Other sales in the internal market
(2)
...............................................
1,2
1,3
8,3
Other sales in the foreign market
(3)
................................................
5,1
6,6
29,4
Gross revenue.........................................................................
4.852,9
5.789,3
19,3
(1)
Sales performed by subsidiaries in Argentina, Chile, Colombia, France, Mexico, Peru and Venezuela.
(2)
Scrap sales.
(3)
Sales performed by our distributor in Bolivia and the Duty Free.

The quality increase of the items sold is highly linked to (i) a 19.9% increase of the average number of Natura
Consultants; (ii) the best result of our marketing efforts (promotion and media); and (iii) launching new products.
Sales for the foreign market
The revenue arising from the sales of our international operations totaled R$ 377.4 million in 2009, representing a
37.1% growth in relation to the foreign market sales of 2008, equal to R$ 275.3 million. In local current currency, we
had comparing the years 2009 and 2008, a growth of 36.6% in the consolidation operations (Argentina, Chile and
Peru) and a growth o 62.2% in the implementation operations (Colombia, Mexico and Venezuela). This performance
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Reference Form ­ Natura Cosméticos S.A.
109

is directly related to the consistent growth of the number of Natura Consultants (average increase of 33.6%, in the
number of Natura Consultants in these countries) and to a bigger investment in marketing.
Taxes on Sales, returns and cancellations
The taxes on sales, returns and rebates increased 21.2% to R$ 1547.3 million in 2009, compared to R$ 1276.7 million
in 2008, mainly due to an increase on the sales described above.

Net income
According to the aforementioned, the net income totaled R$ 4242.1 million in 2009, representing an 18.6% increase
in relation to the net income of 2008, a total of R$3576.2 million.

Cost of sold products

The cost of sold products was 1294.6 million in 2009, representing a 16.3% growth compared to the costs of sold
products verified in 2008, netting a total of R$ 113.2 million.

The following table presents the sold product cost components for the indicated periods, as well as the percent
variation of each component:
(in millions of R$)
Fiscal
year
ended
on
December 31
st
Variation
2009/2008
(%)
2008
2009
Raw materials for products and packages
(1)
and resale products
(2)
) ............ (890,5)
(1.047,9)
17,7
Qualified labor......................................................................... (96,7)
(106,4)
10,0
Depreciation ........................................................................... (45,2)
(43,9)
(2,9)
Other costs
(3)
......................................................................... (80,8)
(96,4)
19,3
Cost of products sold ................................................................. (1.113,2)
(1.294,6)
16,3
(1)
Mainly plastics, glass, graphs and fragrances
(2)
Products produced by third-parties, soaps, hair care products, etc.
(3)
The "other costs" include electrical energy, water, gas, consulting services, IT services amongst others.

In regards to the net revenue, the costs of our sold products have decreased to 30.5% in 2009, compared to a
31.1% decrease in 2008. This decrease is mainly due to an increase in the of items with aggregated value in our
sales, obtainment of better results in our product loss prevention processes and appreciation of the Real against the
Dollar (around 15% of our total cost is attached to foreign currency)

Besides, there has been a cost reduction in the production process and scale profits: we produced 289.4 million of
units in 2009, compared to 239 million units produced in 2008, representing a 21.1% growth when compared to
2008.

The "Other Costs" account of the table above had an increase of 19.3% in the fiscal year comparison due to the
increase stock provisions regarding obsolescence, quality and low rotation.
Net revenue
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Reference Form ­ Natura Cosméticos S.A.
110

According to the aforementioned, the net revenue increased 19.7% to R$ 2947.5 million in 2009, compared to a net
growth of 2463.0 million in 2008. Our gross allowance increased to 69.5% in 2009, compared to 68.9% in 2008. The
referred increases occurred, basically, in function of the improvement of the relation between costs of sold
merchandize in comparison to the net revenue, explained previously.

(Expenses) and Operational revenues
The operational revenues were of R$ 2031.5 million in 2009, representing a 20.0% growth compared to the
operational expenses in 2008, which totaled R$ 1692.9 million.

This next table presents the composition of our (expenses) operational revenues for the fiscal years indicated, as well
as the percent variation of each component:
(in millions of R$)
Fiscal
year
ended
on
December 31
st
Variation2009
/2008 (%)
2008
2009
Sales expenses ........................................................................
(1.259,3)
(1.496,1)
18,8
General and management expenses ................................................
(391,1)
(450,8)
15,3
Participation of Collaborators in results.............................................
(56,9)
(55,8)
(1,9)
Payment of managers ................................................................
(13,9)
(14,1)
1,4
Other
net operations
revenues (expenses) ......................................
28,3
(14,6)
(151,6)
Net operational expenses ............................................................
(1.692,9)
(2.031,5)
20,0
Expenses with sales
The expenses with sales have increased from R$ 1259.3 million on the fiscal year ended on December 31
st
, 2008, to
R$1496.1 million on the fiscal year ended on December 31
st
, 2009. In regards to the net revenue, the sales expenses
increased to 35.3% in 2009, compared to 35.2% in 2008. The sales expenses maintained adequate levels with the
strategy of our Company and consistent with the competitive environment. In the expenses mix, we had an additional
investment in the implementation of the model "Guiding Natura Consultants (CNO)", mitigating the increase in
upfront volumes by virtue of increased sales quantities with the efficiency gains in logist ics and distribution, besides
the marketing expenses.
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111

General and management expenses
The general and management expenses increased from R$ 391.1 million in the fiscal year ending on December 31
st
,
2008, to R$450.9 million in the fiscal year ending on December 31
st
, 2009. In terms of net revenue percentage, the
management and general expenses decreased to 10.6% in 2009, in comparison to 10.9% in 2008. This scenario
results in even greater investments in projects for developing leaderships, strengthening the organizational culture of
our Company and of projects for fulfillment of fiscal demands, amongst others.
Participation of collaborators in results
The expense of participation of our collaborators has diminished from R$ 56.9 million in the fiscal ye ar ending on
December 31
st
, 2008, to R$ 55.8 million in the fiscal year ending on December 31
st
, 2009. Such reduction stems,
mainly, from a change in the indirect payment model in the year 2009.
Payment of managers

The payment of managers increased from R$ 13.9 million during the fiscal year ending on December 31
st
, 2008 to R$
14.1 million in December 31
st
, 2009. This increase occurred due to the fulfillment of goals and the Participation policy
of collaborators this same year.
Other net operations revenues (expenses)
Other net operations revenues (expenses) diminished from a revenue of R$ 28.3 million during the fiscal year ended
on December 31
st
, 2008, to a debt of R$ 14.6 million on December 31
st
, 2009. The reduction of other net operations
revenues (expenses) is due substantially to a non recurrent revenue of an extemporaneous PIS and COFINS credit of
R$ 30.9 million in the year 2008 and a non recurrent expense of a actuarial liability of R$ 9.3 million in 2009.
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Reference Form ­ Natura Cosméticos S.A.
112

Net Financial Revenues (expenses)
The net financial result presented an expense of R$ 41.8 million in 2009 in comparison to a net expense of R$ 22.8
million in December 31
st
, 2008.

The interest income increased to R$ 126.0 million in 2009, if compared to the R$ 121.8 million in 2008. One can
highlight the losses with derivative operations contracted for exchange protection of the expositions of the Company,
tied to foreign currency, partially compensated by the gains with currency and exchange registered in the financial
statements. The strengthening of the Real in regards to the American Dollar was of 25.5% in 2009 with a
depreciation of 31.9% in 2008, mainly focused on the last quarter.

The interest income decreased to R$ 84.2 million in 2009 in comparison to R$ 99.0 million in 2008. Th is result, as
commented above, was influenced by the current exchange currency variations, as well as, those arising from the fall
in revenue of the cash assets of the Company, arising from decreased average annual and reduction tax rates, CDI,
12.4% in 2008 to 9.9% in 2009. It is important to note that, in 2009 there was a reversal of expenses of R$ 13.9
million registered in 2008 arising from the market value of the operations with derivative financial instruments. The
accounted value in 2009 was a revenue of R$13.6 million. In regards to the net revenue, the financial revenue
represented 2% and 3% in the fiscal years ending on December 31
st
, 2009 and 2008, respectively.

The debts contracted in foreign currency have, mainly, contracted derivative operations eliminating from the financial
result the effect f exchange variation, current in the financial revenues and liable in the financial expenses. Practically,
reference the profile of our debt with the CDI variation.
IRPJ and CSLL
The IRPJ and the CSLL decreased to R$ 190.3 million in 2009, compared to 229.4 million in 2008. The expense with
IRPJ and CSLL was positively affected for the acceleration of amortization of the debt referring the incorporation
occurred in 2004, and the benefit generated in the fiscal year of 2009 by the payment of debt over our own capital
referring to the fiscal year ended on December 31
st
, 2008 and 2009.
Net income
For the abovementioned reasons, our net income increased to R$ 683,9 million in 2009 (16.1% of net income),
compared t R$ 517.9 million in 2008 (14.5% of net income).
Other information and non accountable measures

EBITDA
Our EBITDA reached R$ 1008.5 million in 2009, representing a 17.3% growth compared to EBITDA of R$ 860.1
million in 2008. Our EBTIDA margin was of 23.8% in 2009, in comparison to 24.1$=% in 2008. Excluding the
extraordinary effect of the PIS and COFINS credit in 2008, the EBTIDA margin would have been 23.2%, with an
increase of EBTI of 21.6% in year to year comparison.
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Reference Form ­ Natura Cosméticos S.A.
113

The table below displays the conciliation of the net income for the EBITDA for the fiscal years indicated.
Fiscal year ended on December 31
st
2008
2009
Variation
2009/2008 (%)
Net income .................................................................... 517,9
683,9
32,1
(+) Depreciation and amortization ........................................ 90,0
92,4
2,7
(+)Net financial revenues (expenses)..................................... 22,8
41,8
83,3
(+) IRPJ and CSLL........................................................... 229,4
190,3
(17,0)
EBITDA ........................................................................ 860,1
1.008,4
17,2
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Reference Form ­ Natura Cosméticos S.A.
114


Comparison of the Main Balance Sheets on December 31
st
, 2008 and December 31
st
, 2009

Asset

Current
On December 31
st
, 2009, the Current was of R$ 1716.4 million, 25% superior to December 31
st
, 2008. This increase
occurred, mainly, due to an increased cash and cash equivalent balance, stocks and taxes to receive, in accordance to
what is explained below:

Cash and cash equivalents
On December 31
st
, 2009, the cash and cash equivalent balance was of R$ 500.3 million, or R4 42.7% greater to
December 31
st
, 2008. This variation is explained by the decreased average term of the collection from customers of
the year 2009. Cash and cash equivalents represented 18.3% of our current asset on December 31
st
, 2009, in
comparison to 15.6% on December 31
st
, 2008.
Outstanding payments from customers
On December 31
st
, 2009, the outstanding payments from customers were R$ 452.9 million, 3.7% less than to
December 31
st
, 2008. This decrease is due to a reduction on the average payment deadline of the year 2009, with
substantial payments compared to the year 2008.

The outstanding customer accounts represented 16.5% of our asset on December 31
st
, 2009, in comparison with
21.0% on December 31
st
, 2008.
Stock

On December 31st, 2009, the balance on the Stocks account was R$ 509.6 million, 52.8% superior to that of
December 31
st
, 2008. This variation is mainly due to the growth in sales of the Company, increased coverage in our
international operations, opening of new Distribution Centers and stock formation for the proper care of the
increasing demand.

The Stocks account represents 18.6% of our asset on December 31
st
, 2009, in comparison to 14.9% on December
31
st
, 2008.
Retrievable taxes
On December 31
st
, 2009, the balance on the Retrievable taxes reached the amount of R$ 191.2 million, 74.3% larger
than the balance on December 31
st
, 2008, of R$ 109.7 million. Additionally, Retrievable Taxes represented 7.0% of
our total asset on December 31
st
, 2009, in comparison with 4.9% on December 31
st
, 2008. This variation refers to,
substantially, (i) the ICMS credit balance of Natura Industry over the increased buying volume for stock formation;
and (ii) the substituted ICMS accumulation retrieved beforehand by Natura Industry, due to our new systematic
calculation of the ICMS instituted since February 2008, in the State of São Paulo, and June 2008, in the State of Rio
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Grande do Sul. These outstanding taxes wait for the fulfillment of some accessory obligations predicted by law for the
release of these credits.

Advanced payments for collaborators and suppliers
On December 31
st
, 2009, the balance on the Advanced payments for Collaborators and Suppliers was R$ 6.1 million,
displaying an 11.6% decrease in comparison with the balance of December 31
st
, 2008, which was R$ 6.9 million. This
variation comes mainly from the decreased volume of payment advancements to collaborators in the last quarter of
2009.
Other credits
On December 31
st
, 2009, the balance on the Diverse Credit account decreased 12.4% regarding the balance of
December 31
st
, 2008, going from R$ 63.3 million to R$ 56.3 million in 2009. This variation occurred due to the
decrease in the balance of import taxes for the month of December, 2009.

Non current
On December 31
st
, 2009, the Non Current was equal to R$ 1024.8 million, 18.0% greater than on December 31
st
,
2008. This increase is mainly due to the greater balance of Outstanding Taxes, Judicial Deposits, Deferred IRPJ and
CSLL, Fixed and Intangible Assets in accordance to the explanations below.
Outstanding taxes
On December 31
st
, 2009, the balance of the Outstanding taxes long term account reached the amount of R$ 63.9
million, 90.7% greater the balance of December 31
st
, 2008, equal to R$ 33.5 million. Additionally, the long term
Outstanding Taxes represented 2.3% of our total asset on December 31
st
, 2009, in comparison to 1.5% on December
31
st
, 2008.This variation substantially refers to the accumulation of the substituted ICMS advanced collected by
Natura Industry, due to the new system of calculation of the ICMS standing in the State of São Paulo since February
2008, and in the State of Rio Grande do Sul since June, 2008, which account for a substantial 25% of the credits
predicted for the fiscal audit. These outstanding taxes will be compensated over the next years after liberation from
this audit.
Deferred IRPJ and CSLL
On December 31
st
, 2009, the balance of the Deferred IRPJ and CSLL was of R$ 146.1 million, 30.6% more than on
December 31
st
, 2008. This variation is mainly due to the deferred from pulverized tax obligations, constitution of
actuarial provision and other temporary provisions. The deferred IRPJ and CSLL account represented 5.3% of our
assets on December 31
st
, 2009, in comparison to 5.0% on December 31
st
, 2008.

Judicial deposits
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On December 31
st
, 2009, the balance of the Judiciary Deposits was R$ 232.4 million, 42.3% greater than on
December 31
st
, 2008. This variation is mainly due to an increase in tax deposits referring to the questioning of the
margin of aggregated value "MVA" in the States of Paraná and the Federal District, duly provisioned in the mandatory
tax account. The Judiciary Deposits account represented 8.5% of our asset on Dece mber 31
st
, 2009, in comparison to
7.3% on December 31
st
, 2008

Advancement to collaborators and suppliers

On December 31st, 2009, the balance of the Advancements to collaborators and suppliers was of R$ 1.6 million,
23.8% less than on December 31
st
, 2008.
This variation is principally due to the decreased volume of advancements
to the collaborators during the last quarter of 2009.

Financial applications
On December 31
st
, 2009, the balance of the Financial Applications account was of R$ 5.8 million, presenting a, 11.5%
variation in comparison to the balance of December 31
st
, 2008, which was of R$ 5.2 million, remaining on the same
degree as the previous year. The Financial Applications account represented 0.2% of our asset on December 31
st
,
2009, and on the same term of 2008.
Fixed asset
On December 31
st
, 2009, the fixed asset was R$ 492.3 million, 3.1% greater than on December 31
st
, 2008. This
variation is due to the period acquisitions, in the amount of R$ 140.6 million, partially compensated by the pe riod
depreciation. The Fixed asset account represented 18.0% of our total asset on December 31
st
, 2009, in comparison to
21.3% on December 31
st
, 2008.
Intangible
On December 31
st
, 2009, the intangible was R$ 82.7 million, 10.3% greater than on December 3 1
st
, 2008. This
increase is mainly due to the acquisition of new software. The Intangible account represented 3.0% of our total asset
on December 31
st
, 2009, in comparison to 3.3% on December 31
st
, 2008.
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Liability

Current
On December 31
st
, 2009, the Current liability was R$ 1337.1 million, 62.4% superior to December 31
st
, 2008. This
increase is principally due to a larger balance of Loans and financing, national suppliers and Tax obligations,
according to the following explanations:
Loans and financing
On December 31
st
, 2009the balance of the Loans and Financing account was R$ 569.4 million, R$ 378.8 million larger
than on December 31
st
, 2008. This variation is principally due to transfer of part of the long term to the short term
debts, and the emission of R$ 350 million in commercial promissory notes in the fourth quarter of 2009.. The Loans
and Financing account represented 20.8% of our total liability and net worth on December 31
st
, 2009, in comparison
to 8.5% on December 31
st
, 2008.
National suppliers
On December 31
st
, 2009 outstanding balance for national suppliers was R$ 227.3 million, representing an increase of
24.5% in regards to December 31
st
, 2008 due to a growth in sales of the Company, reflecting the increase shopping
of raw materials and packages for the formations of stocks due to the increase in sales and the new Distribution
Centers strategies. The national Suppliers balance represented 8.3% of our total liability and net worth on December
31
st
, 2009, in comparison to 8.1% on December 31
st
, 2008.
Foreign suppliers
On December 31
st
, 2009, the outstanding balance of the foreign Suppliers was R$ 4.4 million, representing a 25.7%
increase regarding December 31
st
, 2008, when it was R$ 3.5 million, mainly due to an increase in the shoppin g level
arising from the launching of new Distribution Centers and the growth in sales. The foreign Suppliers account
represented 0.2% of our total liability and net worth on December 31
st
, 2009 and on December 31
st
, 2008.
Wages, participation on results and social contributions
On December 31
st
, 2009, the Wages, participation on results and social contributions account was R$ 130.8 million,
compared with R$ 130.7 million on December 31
st
, 2008, not presenting significant variation in regards to the
previous year. The Wages, participation on results and social contributions account represented 4.8% of our total
liability and net worth on December 31
st
, 2009, in comparison to 5.8% on December 31
st
, 2008.

Tax obligations
On December 31
st
, 2009, the Tax obligations account was R$ 341.3 million, compared with R$ 245.0 million on
December 31
st
, 2008, demonstrating a 39.3% increase mainly due the growth of the term sales and the fiscal
questioning about the installments of the aggregated value margin "MVA" in t he States of Pará and the Federal
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District. The Tax obligation account represented 12.5 % of our total liability and net worth on December 31
st
, 2009, in
comparison to 10.9 % on December 31
st
, 2008.

Outstanding freights
On December 31
st
, 2009, the balance of the Outstanding freights account was R$ 23.5 million, compared to R$ 25.6
million on December 31
st
, 2008, demonstrating an 8.2% percent reduction basically due to the average term
reduction of payments by recognition of. The Outstanding Freight account represented 0.9% of our total liability on
December 31
st
, 2009 and 1.1% on December 31
st
, 2008.
Provisions for tax, civil and labor risks
On December 31
st
, 2009 the provision for tax, civil and labor risks was R$ 1.5 million, displaying a 90.5% reduction in
regards to December 31
st
, 2008, basically due to the payment of processes closing the year 2009. The Provisions for
Tax , Civil and Labor account represented 0.1% of our total liability on December 31
st
, 2009 and 0.7% on December
31
st
, 2008.

Unfulfilled gains/Provision for losses in operations with derivatives
On December 31
st
, 2009, the balance of the Provision for losses in Operations with Derivatives was R$ 8.7 million,
corresponding to 0.3% of our total liability and net worth, while on December 31
st
, 2009 the result of such operations
displayed a gain in the asset in R$ 38.1 million. This variation reflects the 2009 strengthening of the Real in regards
to the Dollar (34.2%), the Yen (29.9%) and the Euro (22.6%) over the positions of derivative instruments contracted
for the period. The market value of these instruments was R$ 193.6 million and R$ 223.9 million on December 31
st
,
2009 and December 31
st
, 2008, respectively.

Other instruments
On December 31
st
, 2009, the balance of the Other Obligat ions account was R$ 30.0 million, compared to R$ 29.1
million on December 31
st
, 2008, demonstrating a 3.1% increase, mainly due to the increase in the Other
Obligations/Provisions line. The Other Obligations account represented 1.1% of our total liability on December 31
st
,
2009, and 1.3% on December 31
st
, 2008.
2008.
Loans and financing
On December 31
st
, 2009, the loans and Financing were R$ 135.0 million, representing a 53.4% reduction in regards
to December 31
st
, 2008, mainly due to transfer of part of the loans from long to short term. The Loans and Financing
Account represented 4.9% of our total liability on December 31
st
, 2009, and 12.9% on December 31
st
, 2008.
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Provisions for tax, civil and labor risks
On December 31
st
, 2009 the provision for contingency liabilities was R$ 120.0 million, displaying a 13 % increase in
regards to December 31
st
, 2008, basically due to the net transfer of (i) new provisions (R$ 30,5 million); (ii)
reversions (R$ 21,4 million); (iii) currency update (R$ 12,6 million); and (iv) payments (R$ 7,9 million). The Provisions
for Tax, Civil and Labor account represented on the long term 4.4% of our total liability on December 31
st
, 2009, and
4.7% on December 31
st
, 2008.

Net worth
The net worth, of R$ 1014.1 million on December 31
st
, 2008, changed to R$1139.8 million on December 31
st
, 2009,
basically due to, (i) the result of the 2009 fiscal year, net of distributed and proposed dividends and of the interests
on won capital; and (ii) the cumulative adjustment of the conversion o f the accounting demonstrations of the foreign
subsidiaries that are controlled by the Company.

Other equity accounts
The equity accounts not discussed above do not present significant variations in the comparison between the
balances of December 31
st
, 2009 and December 31
st
, 2008.
Sources and other Resources

Our main sources of revenue are our operations and financing from financial institutions.
Operation