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NATURA COSMÉTICOS S.A.
CNPJ/MF No. 71.673.990/0001-77
NIRE 35.300.143.183
Publicly-Held Company
CALL NOTICE
EXTRAORDINARY AND ANNUAL GENERAL MEETINGS OF SHAREHOLDERS

The Board of Directors of NATURA COSMÉTICOS S.A. ("Company"), by its Co-
Chairman, Mr. Pedro Luiz Barreiros Passos, is honored to invite the Shareholders of
the Company for the Extraordinary and Annual General Meetings, to be held,
cumulatively, at 10:20 a.m., on April 13, 2012, at the Company's headquarters,
located in the city of Itapecerica da Serra, State of São Paulo, at Rodovia Régis
Bittencourt, w/o no., Km 293, Building I, with the purpose of deliberating upon the
following agenda:

In the Extraordinary General Meeting:

(1)
change article 5 of the Company's By-Laws, to reflect the capital increases
approved by the Board of Directors, within the limits of the authorized share
capital, up to the date of the General Meeting; and (2) approve a comprehensive
reform and consolidation of the Company's By-Laws, for purposes of the following
amendments and inclusions (references to the provisions of the By-Laws already
consider the numeration adopted in the proposal for the reform of the By-Laws, as
made available to the Shareholders in the website of the Brazilian Securities
Commission ­ CVM, www.cvm.gov.br): (a) conform the Company's By-Laws to the
minimum mandatory clauses set forth in the Novo Mercado Listing Segment
Regulation, by means of the amendment and/or inclusion of the following
provisions in the By-Laws: inclusion of the sole paragraph to article 1, inclusion of
the sole paragraph to article 5, amendment to paragraph 2 of article 13,
amendment to the head clause and paragraph 1 of article 16, inclusion of
paragraph 6 to article 16, amendment to item XXIII of article 20, inclusion of item
XXVI to article 20, amendment to paragraph 3 of article 26, amendment to article
30, amendment to article 31, amendment to article 32, inclusion of article 33,
amendment to article 34, amendment to article 35, amendment to article 36,
inclusion of paragraphs 1 and 2 to article 36, amendment to article 37, inclusion of
article 38, amendment to article 40, inclusion of article 41, inclusion of article 42,
inclusion of article 43 and amendment to article 45; (b) improve the wording of
article 6; (c) exclude the former paragraph 1 from article 6, as its provisions are
already addressed under item XV of article 20 of the By-Laws; (d) improve the
wording of items I and V of article 12; (e) amend the head clause of article 16, to
increase the maximum number of Directors, from 7 to 9; (f) exclude paragraph 2
from article 16, as its provisions are already addressed under article 17 of the By-
Laws; (g) exclude paragraph 3 from article 16, as its provisions are already
addressed under paragraphs 1 and 3 of article 13 of the By-Laws; (h) amend the
wording of article 18, so that the number of Co-Chairmen of the Board of Directors
is limited to a maximum of 3; (i) exclude paragraph 2 from article 18, as its
provisions are in conflict with the provisions in paragraph 1 of article 15 of the By-
Laws, so that, as a result, the Co-Chairman presiding a meeting of the Board of
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Directors shall have a casting vote, in case of a deadlock; (j) amend the wording of
former paragraph 3 of article 18, to clarify that, in case of permanent absence of a
Director, a General Meeting of Shareholders shall be convened to elect its
replacement; (k) amend the head clause and paragraph 3, and include paragraph
4 to article 19, to enable greater flexibility and to further detail the non-physical
participation in the meetings of the Board of Directors and the applicable procedure
in case of temporary absence; (l) amend items X, XII, XV, XVIII, XX and XXII of
article 20 and therein include an item XXVII, to improve their wording and conform
it to the provisions of the Brazilian Corporations Law; (m) exclude part of
paragraph 1 of article 21, as its provisions are already addressed under paragraph
3 of article 13 of the By-Laws; (n) amend the wording of article 22, to include
references to the form of representation of the Company and to compliance with
the applicable amounts to which action by the Company's Officers is limited; (o)
amend paragraph 3 of article 25, to improve its wording; (p) amend paragraph 5
of article 28 to improve its wording and conform it to the Brazilian Corporations
Law.

In the Annual General Meeting:

(1)
analyze the accounts of the Company's management, as well as discuss and
vote the Financial Statement in respect of the fiscal year ended on December 31,
2011; (2) approve the proposals for the 2012 annual capital budget and for the
allocation of the net profits accrued in the fiscal year ended on December 31, 2011,
as well as deliberating upon the distribution of dividends and the payment of
interest on net equity; (3) elect the Board of Directors of the Company; (4) set the
global compensation of the Company's Directors and Officers, to be paid within the
period ending on the Annual General Meeting that will deliberate upon the financial
statement of the fiscal year ended on December 31, 2012.


General Information
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The legal holders of shares issued by the Company may participate in the
General Meetings by themselves, their legal representatives or attorneys-in-
fact, provided that such shares are recorded in their name before the
depositary financial institution responsible for the service of entries for the
Company's shares, Banco Itaú S.A., in accordance with article 126 of the
Brazilian Corporations Law.
-
The shareholders must be present in advance of the scheduled time, as set
forth in this Call Notice, with an updated receipt of the shares held by them,
such receipt being issued by the depositary financial institution and/or by the
custodian agent, in the period of 48 hours preceding the General Meetings,
together with the following documents: (i) Individuals: identification
document with a photograph; (ii) Legal Entities: certified copies of their
current consolidated by-laws or articles of association and the appropriate
corporate documentation proving the powers of their representatives
(corporate resolutions electing the officers and/or power of attorney); as well
as identification document with a photograph of the legal representative(s);
(iii) Investment Funds: certified copies of their current consolidated
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regulations and of their manager's by-laws or articles of association, as well as
the appropriate corporate documentation proving the powers of their
representatives (corporate resolutions electing the officers and/or power of
attorney); as well as identification document with a photograph of the legal
representative(s).
-
We kindly request that the shareholders file the instruments of power of
attorney, granting special powers for representation in the General Meetings, at
the Company's branch located in the city of Barueri, State of São Paulo, at
Avenida Juruá, No. 253, 3
rd
floor, CEP 06455-010, with the Investors Relations
Management.
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All the documentation in respect of the matters to be deliberated in the
Extraordinary and Annual General Meetings are available to the shareholders,
at the Company's headquarters, on its Investors Relations website
(www.natura.net/investidor), on the Brazilian Securities Commission ­ CVM
website
(
www.cvm.gov.br
)
and
on
the
BM&FBovespa
website
(www.bmfbovespa.com.br), in accordance with article 133 and paragraph 3 of
article 135 of the Brazilian Corporations Law, and with article 6 of the CVM
Instruction No. 481/09.
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To better organize the agenda of the General Meeting, the voting process in
respect of the proposed amendments and inclusions to the By-Laws, as
described above in item 2 of the Extraordinary General Meeting's agenda, will
be conducted separately for each of the subject matters listed in the above-
mentioned item. In addition, any shareholder may request that any specific
provision subject to a proposed amendment or inclusion is voted separately.
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The minimum percentage for requesting the adoption of the multiple voting
process for the election of the Board of Directors is of 5% (five per cent),
pursuant to article 3 of CVM Instruction No. 165/91, as amended.
-
The shareholders may find all the information required for better understanding
the matters above, as well as the instructions for granting power of attorney, in
the Manual Intended to Provide Information for Purposes of Participation in the
Extraordinary and Annual Shareholders Meetings, available on the Company's
Investors Relations website ((www.natura.net/investidor), on the Brazilian
Securities Commission ­ CVM website (
www.cvm.gov.br
) and on the
BM&FBovespa website (www.bmfbovespa.com.br).
Itapecerica da Serra, March 8, 2012

PEDRO LUIZ BARREIROS PASSOS
Co-Chairman of the Board of Directors