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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
CHAPTER I
NAME, HEADQUARTERS, PURPOSE AND DURATION
Article 1 - NATURA COSMÉTICOS S/A is a publicly-held corporation ruled by the present
By-Laws, applicable legislation and by the New Market Listing Regulations.
Article 2 - The Company headquarters and jurisdiction are located in the city of
Itapecerica da Serra, State of São Paulo, at Rodovia Régis Bittencourt, s/n.º, km 293,
Bairro Potuverá, Edifício I, CEP 06882-700.
Paragraph 1 - The Company may install branches, agencies, warehouses, offices
and any other establishments in the country by the Board of Executive Officers'
resolution.
Article 3 - The Company's purposes are:
I. The exploration of trade, export and import of beauty, hygiene, toiletry products,
cosmetics products, clothing articles, jewelry, costume jewelry, home articles, foods,
nutritional supplements, software, books, publishing material, entertainment products,
phonographic products, medicine, including phytotherapeutic and homeopathic drugs,
pharmaceutical inputs and preparations destined to hygienization, and thus may practice
all acts and carry out all operations related to its purposes.
II. The rendering of services of any nature, such as services related to esthetic
treatments, marketing consulting, registration, planning and risk analysis.
III. The organization, interest and administration under any form in any company and
business of any nature, in the capacity as partner or shareholder.
Article 4 - The Company duration is indeterminate.
CHAPTER II
CAPITAL STOCK, SHARES AND SHAREHOLDERS
Article 5 ­ the Company's subscribed and paid-in capital stock totals four hundred and
one million, one hundred sixty-six thousand, three hundred eighty-seven reais and sixty-
four centavos (R$401,166,387.64), divided into four hundred thirty-million, twenty-eight
thousand, six hundred ninety-nine (430,028,699) registered common shares, with no
par value.
Article 6 ­ the Company hereby becomes authorized to increase its capital stock up to
the limit of eleven million, two hundred eighty-one thousand, four hundred twenty-six
(11,281,426) common shares, with no par value.
Paragraph 1 - Within the limits authorized in this Article, the Company, by means
of Board of Directors resolution, may increase the capital stock regardless of By-
Laws amendment. The Board of Directors shall define the issue conditions, including
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
price and term for payment of subscribed shares.
Paragraph 2 - Within the limit of capital authorized, the Board of Directors may
resolve on the issue of subscription bonus.
Paragraph 3 ­ General Meeting, the Board of Directors may grant call option or
share subscription, according to the Program for the Granting of Call Option or
Subscription carried at General Meeting, to its administrators and employees, as
well as to administrators and employees of other companies directly or indirectly
controlled by the Company, without preemptive right of Company shareholders, at
the moment of granting or exercise of call option, complying the balance of
authorized capital limit at the date of granting of referred call option or
subscriptions to shares.
Paragraph 4 - It is void to the Company issue Beneficiary Parties.
Article 7 - The capital stock shall be exclusively represented by common shares and
each common share shall correspond to the right to one vote in shareholders' decisions.
Article 8 - All the Company shares shall be book-entry shares and in the name of its
holders. They shall be maintained in a deposit account with a financial institution
authorized by the Securities Commission.
Sole Paragraph - The transfer and registering costs, as well as cost of service
related to the shares in custody may be directly charged from shareholder by a
depositary institution, as to be defined in the custody agreement.
Article 9 - Upon the Board of Directors' discretion, the preemptive right in the issue of
shares, debentures convertible into shares and subscription bonus may be excluded or
reduced, the placement of which is made through the sale at stock exchange or through
public subscription, or even by means of share swap in a takeover bid, under the terms
set forth by law within the limit of authorized capital.
CHAPTER III
COMPANY'S ADMINISTRATION
SECTION I
GENERAL MEETING
Article 10 - The General Meeting shall meet on an ordinary basis once a year and on an
extraordinary basis, when called under the terms of Law or of these By-Laws.
Paragraph 1 - General Meeting's resolutions shall be taken by majority vote.
Paragraph 2 - The General Meeting may only resolve on issues of the agenda,
included in respective call notices.
Article 11 - The General Meeting shall be convened and presided over by shareholder
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
chosen by those attending the meeting, who may appoint up to 2 secretaries.
Article 12 - It is incumbent on the General Meeting, in addition to attributions provided
for by law:
I. To elect and remove from office the Board of Directors' members;
II. To define global fees of the Board of Directors and Board of Executive Officers'
members, as well as the remuneration of Audit Committee's members to be installed;
III. To confer stock dividends and decide over possible share splitting;
IV. To approve programs for the granting of call option or shares subscription to its
administrators and employees, as well as to administrators and employees of other
companies directly or indirectly controlled by the Company;
V. To resolve, according to the proposal submitted by the administration, over the
allocation of income for the year and the distribution of dividends;
VI. To elect the liquidator, as well as the Audit Committee, which shall operate during
the liquidation period;
VII. To resolve on the exit from the BOVESPA ­ São Paulo Stock Exchange ("BOVESPA")
New Market ("New Market") ­; and
VIII. To choose a specialized institution or company liable for the preparation of an
appraisal report of the Company's shares, in the event the registration as a publicly-held
corporation is cancelled or in the event of exit from the New Market, as provided for by
Chapter V hereof, amongst institution or companies appointed by the Board of Directors.
Sole Paragraph - The chairman of the General Meeting shall observe and comply
with the provisions of shareholders agreements at the Company's headquarters, not
allowing to counting votes issued contrary to the content of these agreements.
SECTION II
ADMINISTRATION DEPARTMENTS
Sub-Section I
General Provisions
Article 13 - The Company shall be administered by the Board of Directors and by the
Board of Executive Officers.
Paragraph 1 - The installation of positions shall occur through terms drawn up in
the company's records, signed by the administrator taking office, released from any
management guarantee.
Paragraph 2 ­ The investiture of the members of Board of Directors and of the
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
Board of Executive Officers is contingent to preliminary subscription of the
Instrument of Agreement of the Directors, in order to the anticipated in the New
Market Listing Regulations;
Paragraph 3 - The administrators shall remain in their positions until the
installation of their deputies.
Article 14 - The meeting shall determine a global annual allowance for the distribution
amongst administrators and it shall be incumbent upon the Board of Directors to carry
out the distribution of allowance on an individual basis, in compliance with these By-
Laws.
Article 15 - Any administration department validly meets with the attendance of the
majority of its members and resolves on the vote of majority of those present at the
meeting.
Sole Paragraph - The previous call of meeting is only exempted as a condition for
its validity, if all its members attend the meeting, accepting for this purpose the
votes issued by delegation granted to another member or in writing.
Sub-Section II
Board of Directors
Article 16 - The Board of Directors shall be composed of, at least, five (5) and, at most,
seven (7) members, all shareholders, elected by the General Meeting, for a two-years
term, re-election being permitted
Paragraph 1 ­ At less twenty per cent (20%) of the members of the Board of
Directors should be independent councilmember, according to definition at the New
Market Listing Regulations.
Paragraph 2 - In the Annual General Meeting, shareholders shall resolve upon the
number of Board of Directors' members.
Paragraph 3 - Board of Directors' members shall be invested in their positions by
signing declaration drawn up in the company's records. The Board of Directors'
members shall remain in their positions and in the performance of their duties until
their deputies are elected, unless resolved otherwise by the Shareholders' General
Meeting.
Paragraph 4 - The Board of Directors' member shall have a solid reputation, and
may not be elected, except for release from the General Meeting, who (i) occupies
positions in companies which may be deemed as company's competitors; or (ii)
who has or represents conflicting interests with the company; voting shares may
not be exercised by the Board of Directors' member if same impediment factors are
characterized thereafter.
Paragraph 5 - It is void, under the form of Article 115, paragraph 1 of Law No.
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
6.404/76, the exercise of voting shares, in the election of Board of Directors'
members, under circumstances characterizing conflict of interests with Company.
Paragraph 6 - The Board of Directors' member may not have access to
information or participate in the Board of Directors meetings, related to matters
which have or represent conflicting interests with the Company.
Paragraph 7 - The Board of Directors, for a better understanding of its attributes, may
create committees or work groups with defined purposes being composed of persons
designated by it among members of administration and/or persons directly or indirectly
related to the Company.
Article 17 - At the election of the Board of Directors' members, the General Meeting
shall firstly determine by majority vote the number of Board members to be elected. If
multiple vote process is not requested as required by law, the Meeting shall vote through
a list of candidates previously registered on the board of elections, which shall ensure to
shareholders holding, individually or in block, fifteen per cent (15%) or more of
Company's common shares the right to appoint one member, in compliance with the
limit of main section of Article 16. The board of elections may not accept the registration
of any list breaching the provision of this Article.
Article 18 - The Board of Directors shall have two (2) Co-Chairmen, who shall be
elected by majority vote of its members, at the first Board of Directors meeting taking
place immediately after the investiture of these members, or whenever resignation or
vacancy occurs in these positions.
Paragraph 1 - It shall be incumbent upon the Board of Directors' members, at
their first meeting to appoint among their Co-Chairmen who shall chair the Board of
Directors' meetings during all management term of office of its members.
Paragraph 2 - In the Board of Directors' resolutions, the casting vote shall not be
attributed to any of the Co-chairmen, in the event of tie vote.
Paragraph 3 - In the event of impediment or vacancy in the position of member of
the Board of Directors, the Board of Directors shall call a General Meeting to occupy
respective position.
Article 19 - The Board of Directors shall meet on an ordinary basis, four times a year,
and on an extraordinary basis, whenever called by the Co-Chairman appointed under the
terms of Paragraph 1 of the Article 18 or by the majority of its members. The Board
meetings may be exceptionally held via conference call, video conference, electronic mail
or by any other media.
Paragraph 1 - Calls for meetings shall be made at least seventy-two (72) hours in
advance.
Paragraph 2 - All the Board of Directors' resolutions shall be included in Minutes
drawn up in the respective Board's book and signed by the Board members
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
attending the meeting.
Paragraph 3 - At the Board of Directors meetings, the vote by means of
delegation made in favor of another Board member, a written and anticipated vote
and vote issued by fax, electronic mail or any other means of communication are
accepted, counting as present those members voting.
Article 20 - It is incumbent upon the Board of Directors, in addition to other attributions
required by laws or By-Laws:
I. To perform normative functions of the Company's activities, and may attribute to its
examination and resolution any issue not comprised in the private incumbency of the
General Meeting or the Board of Executive Officers;
II. To define the Company's business general guidance;
III. To elect and remove from office the Company's Officers;
IV. To attribute to Officers respective duties, including designating the Investor Relations
Director, in compliance with provisions hereof;
V. To resolve on the call for a General Meeting, when deemed convenient, or in the case
of Article 132 of Corporations Law (Law no. 6404/76);
VI. To inspect Officers management, examining at any time, the Company's books and
papers and requesting information about agreements entered into or about to be
executed and any other acts;
VII. To assess quarterly results of the Company's operations;
VIII. To choose and remove independent auditors;
IX. To call independent auditors to provide clarifications deemed necessary;
X. To assess the Management Report and the Board of Executive Officers' accounts and
resolve on its submission to the General Meeting;
XI. To approve annual and multi-annual budgets, strategic plans, expansion projects and
investment programs, as well as to follow-up their execution;
XII. To approve the creation and suspension of subsidiary and the Company's interest in
other companies' capital, on a domestic or international basis, as well install branches,
agencies, warehouses, offices and any other establishments in the country or oversea;
XIII. To determine the performance of inspections, audit or examination of accounts of
the Company's subsidiaries, controlled or affiliated companies, as well as foundations
sponsored thereby;
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
XIV. To previously manifest on any matter to be submitted to the General Meeting;
XV. To authorize the issue of the Company's shares under the limits authorized in Article
6 hereof, by determining issue conditions, including price and payment term for
subscribed shares, and may also exclude or reduce the preemptive right in the issue of
shares, subscription bonus and convertible debentures, placement of which is made
through sale at stock exchange or by means of a public subscription or in a takeover bid,
under the terms established by law;
XVI. To resolve on the Company's acquisition of shares issued by itself for the
maintenance in treasury and/or further cancellation or disposal;
XVII. To resolve on the issue of subscription bonus, as provided by Paragraph 2 of the
Article 6 of these By-Laws;
XVIII. To grant call option or share subscription, according to the Program for the
Granting of Call Option or Subscription carried at General Meeting, to its administrators
and employees, as well as to administrators and employees of other companies directly
or indirectly controlled by the Company, without preemptive right for the shareholders,
complying the balance of authorized, at the moment of granting or exercise of call
option, capital limit at the date of granting of referred call option or subscriptions to
shares.
XIX. To establish the amount of profit sharing related to Company's officers, managers
and employees;
XX. To resolve on the issue of simple debentures, not convertible into shares and non-
secured guarantee;
XXI. To authorize the Company to render guarantees to third parties' liabilities;
XXII. To establish area of the Board of Executive Officers' authority in the disposal or
encumbrance of permanent assets and in cases defined by thereby, it may require a
prior authorization from the Board of Directors as a condition of validity of action;
XXIII. To determine area of the Board of Executive Officers' authority in the acquisition
of permanent assets and other financial commitments related to projects in which the
Company intends to invest. In cases defined thereby, it may require a prior authorization
from the Board of Directors as a condition of validity of action;
XXIV. To establish area of the Board of Executive Officers' authority to contract any
funding and the issue of any credit instruments, such as bonds, notes, commercial
papers, and others, commonly used in the market, also resolving on their conditions of
issue and redemption, and in cases defined thereby, it may require a prior authorization
from the Board of Directors as a condition of validity of action;
XXV. To define a three-name list of institution or companies specialized in companies'
economic valuation in order to prepare an appraisal report of the Company's shares, in
the event the registration of publicly-held corporation is cancelled or in the event of exit
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
from the New Market;
XXVI. To approve the contracting of a depositary institution, rendering book-entry
shares services; and
XXVII. To provide, in compliance with rules of these By-Laws and legislation in force, the
order of its works and adopt or enact ruling standards for its operation.
Sub-Section III
Board of Executive Officers
Article 21 - The Board of Executive Officers, members of which shall be elected and
removed from office at any time by the Board of Directors, shall be composed of one
Chief Executive Officer, one Trade Officer, one Legal Officer, one Financial Officer with a
3-year term of office, re-election being permitted.
Paragraph 1 - The election of the Board of Executive Officers shall preferably
occur on the same date the Annual General Meeting is held and the investiture of
those elected may coincide with the expiration of their predecessors' term of office.
Paragraph 2 - In the event of impediment or temporary absence, the Chief
Executive Officer shall be replaced by the Finance Officer, who in case of vacancy
shall cumulatively assume the Presidency until the first meeting following the Board
of Directors meeting, which shall designate a deputy for the rest of term of office.
Paragraph 3 - Other Officers shall be replaced in cases of absence or temporary
impediment by another Officer chosen by the Board of Executive Officers. This in
case of vacancy shall provide a provisional deputy until the Board of Directors
elects its definitive deputy for the rest of term of office.
Article 22 - The Board of Executive Officers shall have all powers to practice acts
necessary to execute the company's purpose, no matter how special they are, including
to dispose and encumber permanent assets, waive rights, compromise and agree, in
compliance with related legal or statutory provisions, as well as resolutions adopted by
the General Meeting and by the Board of Directors. It is incumbent thereupon to manage
the Company's business, especially:
I.
To comply with and make these By-Laws and resolutions of the Board of Directors
and Shareholders' General Meeting observed;
II. To prepare and submit to the Board of Directors, every year, the Company's
strategic plan, the annual review and general budget to the Board of Directors, being
responsible for the respective executions;
III. To resolve the creation, transfer and discontinuance of branches, agencies,
warehouses, offices and any other Company's establishments in the country;
IV. To decide, until the limit of authority established by the Board of Directors, on the
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
acquisition, disposal and/or encumbrance of permanent assets and financial
commitments connected to projects in which the Company intends to invest;
V. To submit on an annual basis to the appreciation of the Board of Directors, the
Management Report and the Board of Executive Officers' accounts, accompanied by the
independent auditors' report, as well as proposal for application of profits earned in the
previous year; and
VI. To submit on a quarterly basis to the Board of Directors, the economic-financial
trial balance and a detailed trial balance sheet of the Company and its controlled
companies.
Article 23 - It is incumbent upon the Chief Executive Officer in addition to coordinate
the Officers' actions and direct the execution of activities related to the Company's
general planning:
I. To call and preside the Board of Executive Officers' meetings;
II. To maintain the Board of Directors' members informed about the Company's activities
as well as the progress of its operations;
III. To propose to the Board of Directors, without initiative exclusivity, the duties
attribution to the Officers; and
IV. To perform other attributions conferred to him by the Board of Directors.
Article 24 ­ In addition to performing the activities attributed to them by the Board of
Directors, the Executive Officers shall:
Paragraph 1 ­ The Chief Financial Officer shall:
(a) plan, implement and coordinate the Company's financial policy, in addition to
organizing, preparing and controlling the Company's budget;
(b) prepare the financial statements, manage the Company's accounting and
treasury departments to comply with the legal determinations in effect;
(c) guide the Company when making decisions that involve financial risks;
(d) prepare financial reports and provide information referring to his/her area to the
Companies' agencies; and
(e) plan and execute management policies in his/her area.
Paragraph 2 ­ The Chief Commercial Officer shall:
(a) plan, define and manage commercial strategies;
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
(b) establish and manage sales structures and commercial relationship policies;
(c) guide the Company when making decisions that involve commercial risks;
(d) prepare commercial reports and provide information referring to his/her area to
the Company's agencies; and
(e) plan and execute management policies in his/her area.
Paragraph 3 ­ The Legal Officer shall:
(a) organize, control, coordinate and supervise the Company's legal matters and activities, in their
technical, operating and strategic aspects;
(b) advise the Company when making decisions that involve legal risks and
implementing these decisions to comply with legal determinations in effect;
(c) hire and supervise legal services provided by outsourced professionals;

(d) prepare legal reports and provide information on his/her area to the Company's
agencies; and
(e) plan and execute management policies in his/her area.
Article 25 - As a rule and except for the cases purposes of subsequent paragraphs, the
Company is bound whenever represented by two (2) Board of Executive Officers'
members or by one (1) Board of Executive Officers' member and one (1) attorney-in-
fact, or two (2) attorneys-in-fact, under the limit of the respective powers of attorney.
Paragraph 1 - The actions for which these present By-Laws require the Board of
Directors' prior authorization may only be practiced once met said condition.
Paragraph 2 - The Company may be represented by only one (1) Officer or one
(1) attorney-in-fact in the following events:
(a) when the act to be practiced imposes a single representation, the company shall
be represented by any Officer or attorney-in-fact holding special powers; and
(b) when receiving and settling amounts due to the Company, issuing and
negotiating, including to endorse and discount bills related to its sales, as well as in
the event of correspondence which does not create obligations for the Company
and the practice of acts of simple administrative routine, including those practiced
with public agencies, mixed corporations, the Federal Revenue Service, State
Treasuries, Local Treasuries, Boards of Trade, Labor Court, INSS (Brazilian Social
Security Institute), FGTS (Government Severance Indemnity Fund for Employees)
and collection banks and others of identical nature and the Brazilian Agency for
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
Health Surveillance.
Paragraph 3 - The Board of Directors may authorize the practice of other acts
binding the Company by only one of the Board of Executive Officers' members or
one attorney-in-fact, or also by the adoption of incumbency limitation criteria, to
restrict in certain cases, the Company's representation to only one Officer or one
attorney-in-fact.
Paragraph 4 - In the constitution of the attorneys-in-fact, the following rules shall
be observed:
(a) all powers of attorney shall be granted jointly by any two (2) Officers;
(b) when the purpose of the power of attorney is the practice of acts depending on
the Board of Directors' prior authorization, its granting shall be expressly subjected
to obtaining the referred authorization, which shall be mentioned in its wording.
Paragraph 5 - The acts practiced in non-compliance with the provisions of this
Article shall neither be valid nor bind the Company.
SECTION III
AUDIT COMMITTEE
Article 26 - The Company's Audit Committee having attributions set forth by law shall
be composed of three (3) members and equal number of deputies.
Paragraph 1 - The Audit Committee shall not operate on a permanent basis and
shall only be installed by means of shareholders' call, pursuant to legal provisions.
Paragraph 2 - The in-company regulation applicable to the Audit Committee shall
be set forth by the Shareholders' General Meeting requesting its installation.
Paragraph 3 ­ The investiture of the members of the Board of Auditors is
conditioned to the Preliminary subscription of the instrument of agreement of the
members of Board of Auditors, as anticipated at New Market Listing Regulations.
CHAPTER IV
PROFITS ALLOCATION
Article 27 ­ The fiscal year shall commence on January 1 and shall end on December
31 of each year.
Paragraph 1 ­ At the end of each fiscal year, the Board of Executive Officers shall
prepare the following financial statements, in compliance with the relevant legal
percepts:
(a) balance sheet;
(b) income statement for the year;
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
(c) statement of changes in the net worth position;
(d) statement of cash flows;
(e) statement of value added; and
(f) notes to the financial statements.
Paragraph 2 - Together with financial statements for the year, the Board of
Directors shall submit to the Annual General Meeting a proposal about the
destination to be given to the net income, in compliance with provisions of these
By-Laws and Law.
Article 28 - The shareholders shall be entitled to receive in each year as a dividend a
minimum mandatory percentage of thirty per cent (30%) over the net income, with the
following adjustments:
I. the addition of amounts resulting from the reversal in the year of reserves for
contingencies previously formed;
II. the decrease of amounts destined in the year for the constitution of legal reserve and
reserves for contingencies.
III. whenever the amount of minimum mandatory dividend exceeds the portion realized
of net income for the year, the administration may propose and the General Meeting
may approve, to destine the remaining to the constitution of realizable profit reserve
(Article 197 of Law No. 6.404/76, with wording given by the Law No. 10.303/01).
Paragraph 1 - The Meeting may attribute to the Administrators a sharing in the
profits, in compliance with relevant legal limits. The attribution to shareholders of
mandatory dividend to which this Article refers is a condition for the payment of
this profit sharing. Whenever a half-year balance sheet is drawn up, and based
thereon, interim dividends are paid in an amount, at least equal to thirty per cent
(30%) over the net income for the year, calculated under the terms of this Article.
By resolution of the Board of Directors, a share in the half-year period profit may
be paid to the Administrators, subject to approval of the General Meeting.
Paragraph 2 - The Meeting may resolve at any moment to distribute dividends on
account of pre-existing profit reserves or retained earnings of previous years then
maintained by force of meeting decision, after attributing to the shareholders in
each year the mandatory dividend to which this Article refers.
Paragraph 3 - The Company may draw up interim or semiannual balance sheets.
The Board of Directors may resolve on the distribution of dividends at debit on the
account of profits earned in those balance sheets. The Board of Directors may also
declare interim dividends at debit on the retained earnings account or profit
reserves existing in those balance sheets or in the last annual balance sheet.
Paragraph 4 - Dividends not claimed within three years become time-barred in
favor of the Company.
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
Paragraph 5 - The Board of Directors may pay or credit interest on equity capital,
subject to approval of the Annual General Meeting, examining financial statements
related to the fiscal year in which this interest was paid or credited.
Article 29 - The General Meeting may resolve on the capitalization of reserves set forth
in interim or semi-annual balance sheets.
CHAPTER V
SALE OF SHARE CONTROL,
CANCELLATION OF PUBLICLY-HELD CORPORATION'S REGISTRATION AND
EXIT FROM THE NEW MARKET
Article 30 - The sale of Company's share control both by means of a single operation
and by means of successive operations shall be contracted under a condition, whether
precedent or dissolving, that the purchaser of control shall undertake, to carry out a
tender offer of other shareholders, in compliance with the terms and conditions
anticipated in the prevailing legislation and at the New Market Listing Regulations, in
such manner to ensure them a treatment equal to the seller.
Article 31 - The public offering referred to in the previous Article shall also be carried
out:
I. in cases in which there is an onerous granting of share subscription rights and other
credit instruments or rights related to securities convertible into shares, which may
result in the sale of Company's control; and
II. in the event of sale of control of the Company that have the control power of the
Company, and, at this case the controlling shareholder seller shall be obliged to declare
to BOVESPA (São Paulo Stock Exchange) the amount attributed to the Company in the
referred sale and attach the documentation evidencing this value.
Article 32 - The shareholder already holding Company's shares and to purchase the
share control power, in view of a private instrument for the purchase of shares entered
into with the controlling shareholder, involving any quantity of shares shall undertake to:
I. carry out the public offering referred to in the Article 30 hereof; and
II. indemnify the shareholders from whom Company's shares were purchased at the
stock exchange within six (6) months prior to the date of transfer of shares representing
the Company's control, and shall pay them possible difference between the price paid to
controlling shareholder seller for the shares representing control and amount paid at the
stock exchange for the Company's shares in the same period, duly updated until the
payment of shares by IPCA (Amplified Consumer Price Index), calculated by the
Brazilian Institute of Geography and Statistic.
Article 33 - Any Purchasing Shareholder (as defined in the paragraph 10 below),
purchasing or becoming holder of the Company's shares, in quantity equal or in excess
of twenty-five per cent (25%) of total of shares issued by the Company, within no later
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
than sixty (60) days as of the acquisition date or event which resulted in the ownership
of shares in quantity equal or in excess of twenty-five per cent (25%) of total of shares
issued by the Company, shall carry out or request the registration, and depending on the
case, a tender offer for the total shares issued by the Company ("tender offer"), in
compliance with the provisions of CVM's (Brazilian Securities Commission) regulation
applicable, BOVESPA's (São Paulo Stock Exchange) regulations and the terms of this
Article.
Paragraph 1 - The "tender offer" shall be (i) indistinctly addressed to all
Company's shareholders; (ii) effective in auction to be carried out at the BOVESPA
(São Paulo Stock Exchange), (iii) launched by the price determined according to the
provisions in the paragraph 2 below, and (iv) paid in cash in local currency against
the acquisition in the "tender offer" of shares issued by the Company.
Paragraph 2 - The acquisition price in the "tender offer" of each share issued by
the Company may not be less than the result obtained with the application of the
following formula:
"tender offer" price = Share Value
Where:
`tender offer price' corresponds to the acquisition price of each share issued by the
Company in the "tender offer" provided for by this Article.
The `Share Value' corresponds to the largest amount between: (i) the largest unit
quotation reached by the shares issued by the Company during a twelve (12)-
month period prior to the "tender offer" performance at any stock exchange where
the Company's shares were traded, (ii) the highest unit price paid by the
Purchasing Shareholder, at any time, for one share or lot of shares issued by the
Company; and (iii) the amount equivalent to twelve (12) times the Company's
Average Consolidated EBITDA (as defined in the Paragraph 10 below) deducted
from the Company's net consolidated indebtedness, divided by the total number of
shares issued by the Company.
Paragraph 3 - The "tender offer" performance mentioned in the main section of
this Article shall not exclude the possibility of another Company's shareholder, or if
this is the case, the own Company, to prepare a competing "tender offer", under
the terms of regulation applicable.
Paragraph 4 - The performance of the "tender offer" mentioned in the main
section of this article may be waived upon favorable vote of the shareholders
representing the majority of the capital stock at the Company's Extraordinary
General Meeting especially called to decide on the "tender offer".
Paragraph 5 - The Purchasing Shareholder shall be obliged to answer possible
requests or requirements from the CVM (Brazilian Securities Commission) related to
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
the "tender offer", within the maximum terms determined by the applicable
regulation.
Paragraph 6 - In the event the Purchasing Shareholder does not comply with the
obligations imposed by this Article, including referring to the compliance with the
maximum terms (i) for the performance or application for the "tender offer"
registration, or (ii) for the compliance with possible requests or requirements from
the CVM, the Company's Board of Directors shall call an Extraordinary General
Meeting, where the Purchasing Shareholder may not vote to resolve on the
suspension of performance of rights of the Purchasing Shareholder who failed to
comply with any obligation imposed by this Article, as provided by the Article 120 of
Law No. 6.404, dated December 15, 1976.
Paragraph 7 - Any Purchasing Shareholder (as defined in the Paragraph 10
below), who acquires or becomes holder of other rights, including usufruct or trust
over shares issued by the Company in quantity equal or in excess of twenty-five
per cent (25%) of the total of shares issued by the Company shall be equally
obliged to, within no later than sixty (60) days as of the date of said acquisition or
event which resulted in the ownership of said rights over shares in quantity equal or
in excess of twenty-five per cent (25%) of total of shares issued by the Company,
carry out or request the registration, depending on the case of a "tender offer",
under the terms outlined in this Article 33.
Paragraph 8 - The obligations included in the Article 254-A of Law No. 6.404/76
and Articles 30, 31 and 32 of these By-Laws do not exclude the Purchasing
Shareholder's compliance with the obligations included in this Article.
Paragraph 9 - The provision of this Article 33 shall not apply in the event of a
person becoming holder of shares issued by the Company in quantity in excess of
twenty-five per cent (25%) of the total of shares issued thereby as a result of (i)
the incorporation of another corporation by the Company, (ii) the incorporation of
another corporation's shares by the Company, or (iii) the subscription of the
Company's shares made in a single maiden issue, approved by the Shareholders'
General Meeting of the Company, called by its Board of Directors. A capital increase
proposal shall determine the fixation of share issue prices based on the economic
value obtained from a Company's economic-financial appraisal report prepared by a
specialized institution or company with proven experience in the valuation of
publicly-held corporations.
Paragraph 10 - For the purposes of calculating the twenty-five per cent (25%)
percentage of the total of shares issued by the Company outlined in the main
section of this Article, the involuntary additions of equity interest resulting from the
cancellation of treasury stocks or from the reduction in the Company's capital stock
due to the cancellation of shares shall not be calculated.
Paragraph 11 - For the purposes of these By-Laws, the terms below with initials in
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
capital letters shall have the following meaning:
`Purchasing Shareholder' means any person (including but not limited to any individual or legal entity,
investment fund, condominium, securities portfolio, worldwide rights or any other form of
organization, resident, domiciled or headquartered in Brazil or overseas), or group of persons bound
by a voting agreement with the Purchasing Shareholder and/or representing the same interest of the
Purchasing Shareholding to subscribe and/or purchase the Company's shares. Amongst examples of a
person representing the same interest of the Purchasing Shareholder we include any person (i)
directly or indirectly controlled or administered by said Purchasing Shareholder, (ii) controlling or
administering, under any form, the Purchasing Shareholder, (iii) directly or indirectly controlled or
administered by any person who controls or administers, whether directly or indirectly said Purchasing
Shareholder, (iv) in which the controller of said Purchasing Shareholder has directly or indirectly
purchased an equity interest equal or in excess of 30% of the capital stock, (v) in which said
Purchasing Shareholder has directly or indirectly purchased an equity interest equal or in excess of
30% of the capital stock, or (vi) who directly or indirectly holds an equity interest equal or in excess of
30% of the Purchasing Shareholder's capital stock.
The `Company's Average Consolidated EBITDA' is the arithmetic average of the Company's
Consolidated EBITDAs related to the two (2) fiscal years ended recently.
The `Company's Consolidated EBITDA' is the Company's consolidated operating income before the net
financial expenses, income tax and social contribution, depreciation, depletion and amortization, as
obtained based on the consolidated and audited financial statements related to the end of more recent
fiscal year and made available to the market by the Company.
Paragraph 12 - In the event the CVM's regulation applicable to the "tender offer"
provided for in this Article determines the adoption of a criterion to calculate the
fixation of acquisition price of each Company's share in "tender offer" resulting in
an acquisition price higher than that determined under the terms of the paragraph
2 above, that acquisition price calculated under the terms of CVM's regulation shall
prevail in the effectiveness of the "tender offer" provided for in this Article.
Article 34 - Any Purchasing Shareholder having subscribed and/or purchased shares
issued by the Company, in quantity equal or in excess of thirty per cent (30%) of the
total number of shares outstanding (as defined in the paragraph 2 below) of the
Company and intending to carry out a new acquisition of shares issued by the Company
at the Stock Exchange shall be obliged, previously to each new acquisition, communicate
in written to the Company and to the officer of the trading session of the BOVESPA (São
Paulo Stock Exchange), through brokerage company through which intends to purchase
the shares, its intention of acquiring other shares issued by the Company, at least, three
(3) business days in advance to the date foreseen for the performance of new share
acquisition, in such manner that the Officer may previously call an auction to purchase to
be carried out in BOVESPA trading session and where intervening third parties and/or
possibly the own company may participate, always in compliance with the terms of
legislation in force, the applicable CVM's regulation and BOVESPA's regulations.
Paragraph 1 - In the event the Purchasing Shareholder does not comply with the
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
obligations imposed by this Article, the Company's Board of Directors shall call an
Extraordinary General Meeting, in which the Purchasing Shareholder may not vote
to resolve on the suspension of exercise of the rights of Purchasing Shareholder
who did not comply with the obligation imposed by this Article, as provided for in
the Article 120 of Law No. 6.404, dated December 15, 1976.
Paragraph 2 - For the purposes of this Article, the following terms with initials in
capital letters shall have the following meaning: "Shares Outstanding" means all
shares issued by the Company except for those (i) directly or indirectly owned by
the Controlling Shareholder and/or persons bound thereto; (ii) in the Company's
treasury; (iii) held by a corporation controlled by the Company; and (iv)directly or
indirectly held by the Company's administrators. "Controlling Shareholder" has the
meaning attributed thereto in the Article 116 of Law No. 6.404, dated December
15, 1976.
Article 35 - In the tender offer to be carried out by the controlling shareholder or by the
Company for the cancellation of registration of the Company's publicly-held corporation,
the minimum price to be offered shall correspond to the economic value verified in an
appraisal report.
Article 36 - In the event the shareholders in an Extraordinary General Meeting resolve
on the Company's exit from the New Market, for the Company's shares being registered
for negotiation out of the New Market or because the Corporate Reorganization
operation, where the Company's shares resulting of the reorganization don't be accepted
for trading at New Market, the shareholders or group of shareholders, that have the
controlling power of the Company will have to carry out takeover bid, that the low price
to be offered should correspond to the economic value found in valuation report.
Article 37 ­ The appraisal report mentioned in the Articles 35 and 36 of these By-Laws
shall be prepared by a specialized institution or company, having proven experience and
independent about the power of decisions from the Company, its administrators and
controllers. This report shall also observe requirements of the Paragraph 1 of Article 8 of
Law No. 6.404/76 and contain the responsibility provided for in the Paragraph 6 of same
Article of Law No 6.404/76.
Paragraph 1 - The choice of a specialized institution or company responsible for
the determination of the Company's economic value is privative incumbent upon
the General Meeting, from the moment the Board of Directors submits a three-
name list, and the respective resolution, without effect the blank votes, shall be
taken by majority vote of shares outstanding, presents at that meeting, that if
installed at first call should have the presence of at less shareholders representing
twenty per cent (20%) of total shares outstanding, or that, if installed at second
call, may have the presence of any number of shareholders representing the shares
outstanding.
Paragraph 2 ­ The costs to prepare the appraisal report shall be fully borne by the
offering.
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
Article 38 ­ The Company will not register any transfer of shares for the buyer of
controlling power, or for that who came to have the controlling power, while this one
don't subscribe the Instrument of Agreement of the Controllers, like anticipated at the
New Market Listing Regulations. The Company will not register to the shareholders'
agreement that say about the exercise of Controlling Power while the signatories don't
subscribe the instrument of agreement of the controllers.
Article 39 - Contingency not covered by law herein shall be resolved by the General
Meeting and governed according to the precepts of Law No. 6.404, dated December 15,
1976.
CHAPTER VI
ARBITRATION COURT
Article 40 - The Company, its shareholders, directors, and the members of the Board of
Auditors are compelled to solve, by arbitration, all and any dispute or disagreement that
may appear among them, related or deriving, in special, of application, validity,
effectiveness, interpretation, violation, and its effects, of the dispositions at the Law No.
6.404/76, at the Company's By-law, at the rules edited by the National Monetary Advice,
by the Brazilian Central Bank and by the Securities Commission, as well at other rules
applicable to the working of the capital market in general, beyond of those constant of
the New Market Listing Regulations, of the New Market Participation Agreement and the
rules of arbitration of the Market Chamber of Arbitration.
CHAPTER VII
COMPANY'S LIQUIDATION
Article 41 - The Company shall go into liquidation in cases determined by Law, and it is
incumbent upon the General Meeting to elect the liquidator or liquidators, as well as the
Audit Committee, which shall operate during this period, in compliance with legal
formalities.
CHAPTER VIII
FINAL AND TEMPORARY PROVISIONS
Article 42 - The Company shall comply with the shareholders' agreements filed at its
headquarters, being expressly void to the members of the presiding board of the General
Meeting or Board of Directors to accept declaration of vote from any shareholder,
undersigned of the shareholders' agreement duly filed at the headquarters, rendered in
disagreement with what was covenanted in said agreement and it shall also be expressly
void to the Company to accept and carry out the transfer of shares and/or encumbrance
and/or assignment of preemptive right to the shares subscription and/or other securities
not complying with provision and regulations of the shareholders' agreement.
Article 43 - It is void to the Company to grant financing or guarantees of any kind to
third parties, under any mode for business unfamiliar to the corporate interests.
Sole Paragraph ­ It's prohibited to the Company to award funding or guarantee of
any case, under any modality, for the controller shareholders.
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BY-LAWS OF
NATURA COSMÉTICOS S.A.
Corporate Taxpayer's ID (CNPJ/MF) 71.673.990/0001-77
Publicly-held Company
Company's Register (NIRE) 35.300.143.183

By-Laws of Natura Cosméticos S.A., updated in the Extraordinary General Meeting, held on August 5, 2009
Article 44 - The provisions of Article 33 of these By-Laws shall not apply to the current
shareholders already holding fifteen per cent (15%) or more of the total of shares issued
by the Company and its successors, including and especially to the Company's
controlling shareholders, undersigned of the Shareholders' Agreement dated April 26,
2004 and filed at the Company's headquarters, under the terms of the Article 118 of Law
No. 6.404, dated December 15, 1976, exclusively applying to those investors purchasing
shares and becoming Company's shareholders after obtaining publicly-held corporation
registration with the CVM and the start of Company's shares trading at the BOVESPA.
We certify that these By-Laws were consolidated in the Minutes of the Extraordinary
General Meeting as of 04.26.2004.
Roberto Pedote
Chief Financial Officer and Chief Investor Relations Officer