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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 16:00 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. Under the terms of articles 20, item X and 27,
paragraph two of the bylaws and legislation in force, the purpose of the meeting was to examine,
discuss and vote on the Management Report, Financial Statements and Accounting Statements
accompanied by the Independent Auditor Report, and the proposal for the destination of the
net profit relating to the fiscal year ending December 31
st
, 2010, to be sent for consideration to
the Company shareholders in the Annual General Meeting to be held in OS in April 2011.
Upon analyzing the material, the members of the board approved, unanimously and
with no exceptions, the accuracy of the Management Report, Financial Statements and Accounting
Statements accompanied by the Independent Audit Report relating to the fiscal year concluded on
December 31
st
, 2010, recording the absence of the report contained in items lI, III and VII of article 163
of Law no.
6.404/76, owing to Auditor Committee not being in place.
Likewise, the board members approved, in unanimity and without exceptions, that the
Management Report, Financial Statements and Accounting Statements accompanied by the
Independent Auditor Report relating to the fiscal year concluded on December 31
st
, 2010 be
disclosed to the Securities Commission, the São Paulo Stock Exchange and to the market, by means
of sending the said documents
via the Securities Commission's IPE system, legal publication
in the
newspapers `
Diário Oficial do Estado de São Paulo
'
,
`
Valor Econômico
'
and
`
Brasil Econômico
'
and its
inclusion in the Company's Investor Relations site
(
www.natura.netlinvestidor
), as well sending the
said documents for assessment by the Company shareholders at the Annual and Extraordinary
General Meeting to be held on April 8
th
, 2011.
As a result of that deliberated above, the totality of board members approved the
dispatch of the following capital budget proposals for the year 2011 and the destination of the net profit
relating to the fiscal year concluded on December 31
st
, 2010 for assessment by the shareholders at the
Annual and Extraordinary General Meeting to be held on April 8
th
, 2011:
"Proposal of the Board of Directors
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Dear Shareholders,
The
NATURA COSMÉTICOS S.A.
board of directors submits the following proposals
for your assessment in the Annual General Meeting to be held on April 8
th
, 2011,
relating to the capital budget for the year 2011 and for the destination of the net profit
relating to the end of the fiscal year on December 31
st
, 2010, observing the current
corporate legislation in force and the provisions of the bylaws:
The value of the capital budget in the current year, covering fixed assets and working
capital, is R$ 286,223,665.99 (two hundred and eight-six million, two hundred and
twenty-three thousand, six hundred and five Reals and ninety-nine cents), originating
as follows:
(a)
R$ 18,623,665.99 (eighteen million, six hundred and twenty-three
thousand, six hundred and sixty-five Reals and ninety-nine cents) from the Retained
Profits Reserve; and
(b)
R$ 267,600,000.00 (two hundred and sixty-seven million, six
hundred thousand Reals) from third party resources.
The proposal for the allocation of the net profit is:
NET PROFIT FOR THE YEAR
Reserve for Tax Incentives (Grants for
Investments)
Allocations:
Retained Profits Reserve
Dividends
Interest on equity (gross)
R$ 744,049,778.89
R$
5,973,172.00
R$ 18,623,665.99
R$
659,569,934.64
R$ 59,883,006.26
As per the first paragraph of article 193 of Law no.
6.404/76,
the 5% (five per cent) of
the net profit of the fiscal year ending December 31
st
, 2010 was not allocated for the
constitution of the Legal Reserve, owing to the balance of the Legal Reserve, summed
with the Capital Reserves dealt with in the first paragraph of article 182 of Law no.
6.404/76,
having exceeded 30% (thirty per cent)
of the value of the Company's capital
stock.
Bearing in mind the growth of the Company and the projects realized for the business
in the current year, the Company will invest in the expansion of productive capacity and
in various projects for the improvement of processes and information technology. As
such, it will be appropriate to form the Retained Profits Reserve in the amount of R$
18,623,665.98 (eighteen million, six hundred and twenty-three thousand, six hundred
and sixty-five Reals and ninety-eight cents) originating from the fiscal year ending on
December 31
st
, 2010.
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The value attributed to the Retained Profits Reserve will serve as financing of part of
the Company's
Consolidated Capital Budget for the 2011 fiscal year.
We further notify that the allocation proposed herein is perfectly reflected in the
Financial Statements elaborated by the Company administration, which will be fully
disclosed under the terms of current legislation.
This is the proposal which we submit for your deliberation.
Itapecerica da Serra, February 23
rd
, 2011.
Signatures: Antonio Luiz da Cunha Seabra; Pedro Luiz Barreiros Passos; Edson Vaz
Musa; José Guimarães Monforte; Luiz Ernesto Gemignani and Julio Moura Neto.
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