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NATURA COSMÉTICOS S.A.
CNPJ/MF
no.
71.673.990/0001-77
Open Company
NIRE 35.300.143.183
Subscribed and Paid Capital: R$ 418.061.071.80 - 430.881.416
common shares
Authorized Capital: up to 10,428,709
common shares
MINUTES OF THE BOARD OF DIRECTORS MEETING HELD
ON FEBRUARY 23, 2011
On February 23, 2011 at 17:00 PM, at the corporate headquarters located in the City of
Itapecerica da Serra, State of São Paulo, on Rodovia Régis Bittencourt, s/n.
o
,
Km 293, Edifício I, the
Board of Directors of NATURA COSMÉTICOS S.A. held a meeting of all of its members under the
chairmanship of Mr. Pedro Luiz Barreiros Passos, with the purpose of, ad referendum to the next
annual general meeting of shareholders in the Company that comes to be realized, authorizing
the
alteration of the wording of article 5 and the "caption" of article 6 of the Company
Bylaws relating, respectively, to the value of the capital stock and number of shares
subscribed and paid in the Company and the limit of authorized capital, resulting from the
options for sale or subscription common shares issued by the Company and realized from
February 24
th
, 2010 to December 31
st
, 2010 by the Company administrators and employees, as
well as administrators and employees of companies controlled direct and indirectly by the
Company, participants in the Amendments to the Option Authorization Plans for Purchase or
Subscription of Common Shares Issued by the Company relating to the calendar years 2004,
2005, 2006 and 2007.
Upon analyzing the material, the members of the board approved, unanimously and
with no exceptions, ad referendum the Annual General Meeting of Company shareholders that comes
to be realized:
1. the approval of the alteration to the wording to article 5 and the "caption" of
article 6 of the Company Bylaws relating, respectively, to the value of capital stock and the number
of shares subscribed and paid in the Company and to the limit of authorized capital, resulting from
the subscription of 563,320 (five hundred and sixty-three thousand, three hundred and twenty)
nominative common shares, to the total payment price of R$ 13,301,933.48 (thirteen million, three
hundred and one thousand, nine hundred and thirty-three Reals and forty-eight cents), between
February 24
th
2010 and December 31
st
2010, by the Company administrators and employees, as
well as administrators and employees of companies controlled direct and indirectly by the
Company, participants in the Amendments to the Option Authorization Plans for Purchase or
Subscription of Common Shares Issued by the Company relating to the calendar years 2004,
2005, 2006 and 2007.
By virtue of the subscription and payment of shares described above, the value of
the capital stock of the company passes from R$ 404,759,138.32 (four hundred and four million,
seven hundred and fifty-nine thousand, one hundred and thirty-eight Reals and thirty-two cents)
on February 24
th
2010 to R$ 418,061,071.80 (four hundred and eighteen million, sixty-one
thousand and one Reals and eighty cents) on December 31
st
, 2010.
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NATURA COSMÉTICOS S.A.
CNPJ/MF
n.o
71.673.990/0001-77
Open Company
NIRE 35.300.143.183
Subscribed and Paid Capital: R$ 418.061.071.80 - 430.881.416
common shares
Authorized Capital: up to 10,428,709
common shares
MINUTES OF THE BOARD OF DIRECTORS MEETING HELD
ON FEBRUARY 23, 2011
The number of nominative common shares without nominal value passes from
430,318,096 (four hundred and thirty million, three hundred and eighteen thousand and ninety six)
nominative common shares without nominal value on February 24
th
, 2010 to 430,881,416 (four
hundred and thirty million, eight hundred and eighty-one thousand, four hundred and sixteen)
nominative common shares without nominal value on December 31
st
, 2010.
The limit of authorized capital, in turn, passes from 10,992,029 (ten million, nine
hundred and ninety-two thousand and twenty-nine) nominative common shares without nominal value
on February 24
th
, 2010 to 10,428.709 (ten million, four hundred and twenty-eight thousand, seven
hundred and nine) nominative common shares without nominal value on December 31
st
, 2010.
In this manner, article 5 and the "caption" of artic
le 6 of the Company Bylaws, ad
referendum of the next annual general meeting of the Company shareholders to be held, will go on
to have the following wording:
"Article
5 ­
The capital stock subscribed and paid in the Company is R$
418,061,071.80 (four hundred and eighteen million, sixty-one thousand and
seventy one Reals and 80 cents)
divided in 430,881,416 (four hundred and
thirty million, eight hundred and eighty one thousand, four hundred and
sixteen)
nominative common shares without nominal value."
"Article
6 ­
The Company is authorized to increase its capital stock up to the
limit of 10,428,709 (ten million, four hundred and twenty-eight thousand,
seven hundred and nine) nominative common shares without nominal
value."
Having nothing more to deal with, the Chairman declared the meeting to be concluded,
ordering that these minutes be drawn up which, after being read and approved, were signed by all
members of the Company Board of Directors. Signatures: Pedro Luiz Barreiros Passos, Meeting
Chairman and Co- Chairman of the Board; Antonio Luiz da Cunha Seabra, Co-President of the Board;
Edson Vaz Musa, Board Member; José Guimarães Monforte, Board Member; Luiz Ernesto Gemignani,
Board Member and Julio Moura Neto, Board Member.
I certify this copy to be faithful to the act drawn up in the suitable book
ROBERTO PEDOTE
CFO and Director of Investor Relations