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NATURA COSMÉTICOS S.A.
CNPJ/MF No. 71,673,990/0001-77
Public Company
NIRE 35,300,143,183

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON JULY 20, 2011


On July 20, 2001 at 5:00 p.m., at the registered office of the Company located in the City of
Itapecerica da Serra, State of São Paulo, at Rodovia Régis Bittencourt, s/nº, Km 293, Edifício
I, there was held a meeting of the Board of Directors of NATURA COSMÉTICOS S.A.,
with all Board members in attendance and Mr. Pedro Luiz Barreiros Passos acting as
chairman of the meeting, in order to (i) discuss and vote on a proposal from the Board of
Executive Officers for distribution of a dividend and payment of interest on stockholders'
equity, which would be computed towards the mandatory minimum dividend for the fiscal
year of the Company to end on December 31, 2011; (ii) ratify an increase in the capital stock
of the Company arising from the exercise of certain stock options; (iii) approve a Stock
Repurchase Program with respect to the stock of the Company; and (iv) adjust and approve
certain options for the purchase or subscription of stock of the Company awarded in
connection with the Company Stock Purchase or Subscription Plan for calendar year 2011.

Notice for the meeting was waived in view of attendance by all Board members. Thus, a
quorum was present and all voting requirements were met.

After reviewing the items of the agenda, the directors unanimously and without any
reservation adopted the following resolutions:

(i) Payment on August 12, 2011 of the following amounts:
a)
an interim dividend out of the earnings shown in the balance sheet as at June
30, 2011, to be computed towards the mandatory minimum dividend for the
fiscal year of the Company to end on December 31, 2011, in a total amount of
R$295,302,406.25, corresponding to R$0.68478453 per share (with exclusion
of treasury shares), with application of no withholding income tax, pursuant to
prevailing regulations. Shareholders of record on July 26, 2011 will be entitled
to said dividend, the shares of the Company to trade ex-dividend after July 27,
2011.
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b)
interest on stockholders' equity for the period from January 1, 2011 to July 20,
2011, to be computed towards the mandatory minimum dividend for the fiscal
year of the Company to end on December 31, 2011, in a total amount of
R$37,506,420.89 corresponding to R$0.08697463 per share (with exclusion of
treasury shares), with application of a fifteen percent (15%) withholding
income tax, resulting in a net interest on stockholders' equity of R$0.07392843
per share, except for shareholders that demonstrate to be tax exempt or
immune. Shareholders of record on July 26, 2011 will be entitled to said
interest on stockholders' equity, the shares of the Company to trade ex- interest
on stockholders' equity after July 27, 2011.

(ii) Ratification of an increase in the capital stock of the Company of R$ 8,901,452.22, with
due regard for the limit of the authorized capital, considering the exercise in 2011 of certain
stock options that led to the creation of 353,289 of newly-issued common shares, pursuant to
a Subscription List on file at the registered office of the Company. Such shares will
participate on an equal footing in all benefits enjoyed by the shares now outstanding,
including with respect to any distributions of dividends and/or interest on stockholders' equity
made by the Company in the future. As a result of such increase, the capital stock of the
Company will be raised to R$ 426,962,524.02, divided into 431,234,705 common shares in
book-entry form, all without par value.

(iii) Approval pursuant to Section 20, item XVI of the By-laws of the Company, and Section
30, Paragraph 1, "b" of Law No. 6,404/76, and CVM Instruction No. 10/80, as amended, of a
Stock Repurchase Program with respect to the shares of the Company, subject to the
following terms:
a)
the period within which the shares of the Company may be repurchased in
connection with the new Stock Repurchase Program will not be in excess of
365 days starting August 1, 2011 and ending July 31, 2012, the Board of
Executive Officers to specify the dates of which such repurchases will actually
take place;

b)
the total float of the Company is 173,217,486 shares;

c)
the Company may repurchase up to 4,000,000 common shares, representing
2.3% of the aggregate outstanding shares;

d)
those shares repurchased under the Stock Repurchase Program will be kept as
treasury shares to satisfy the exercise of any stock options by awardees under
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the Common Stock Purchase or Subscription Plans approved by the Company;
and

e)
the repurchase trades will be conducted at the prices prevailing on
BM&FBOVESPA, with either one of the following financial institutions as an
intermediary: (1) BTG Pactual with address at Av. Brigadeiro Faria Lima,
3729, São Paulo, SP; and (2) Morgan Stanley CTVM, with address at Av.
Brigadeiro Faria Lima, 3600, São Paulo, SP.

(iv) Change in and approval of the total amount of options granted by the Company under its
Stock Purchase or Subscription Plan for calendar year 2011, as approved at a meeting of the
Board of Directors held on March 23, 2011 (the "2011 Plan"), which is adjusted from
1,711,891 options to 1,491,780 options, as well as the list of Participants in the 2011 Plan and
the amount of options awarded by the Company thereto, which were approved at a meeting of
the Board of Directors held on March 23, 2011. The new list of Participants in the 2011 Plan,
together with the amounts of options awarded thereto, will be as in Exhibit I attached to these
minutes, which supersedes the existing Exhibit B to the 2011 Plan.

As there was no more business to be transacted, these minutes were read, approved and then
executed by all present.


PEDRO LUIZ BARREIROS PASSOS
ANTONIO LUIZ DA CUNHA SEABRA
Chairman of the Meeting
Co-Chairman of the Board
Co-Chairman of the Board
GUILHERME PEIRÃO LEAL
LUIZ ERNESTO GEMIGNANI
Co-Chairman of the Board
Director
JULIO MOURA NETO
ADILSON ANTONIO PRIMO
Director
Director
MARCOS DE BARROS LISBOA
MOACIR SALZSTEIN
Director
Secretary of the Meeting