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NATURA COSMÉTICOS S.A.
CNPJ/MF n.º 71.673.990/0001-77 Publicly-Held Corporation NIRE 35.300.143.183

MINUTES OF THE SHAREHOLDERS SPECIAL AND ANNUAL MEETINGS
HELD ON APRIL 13, 2012
1.
Date, Time and Place: April 13, 2012 at 10:20 a.m., at the registered offices of
the Company, located in the City of Itapecerica da Serra, State of São Paulo, at Rodovia
Régis Bittencourt, Km 293, s/nº., Edifício I, ZIP Code 06882-700.
2.
Statutory Publications: (i) Call Notice published in "Diário Oficial do Estado
de São Paulo", in its issued dated March 9, 10 and 13, 2012 on pages 96, 05 and 05,
respectively, and in the "Valor Econômico" newspaper, in its issued dated March 9,
120 and 13, 2012 on pages C15, D4 and D5, respectively; (ii) Administration Report,
Financial Statements as of and for the fiscal year ended December 31, 2011, together
with the related Explanatory Notes and Opinion from Deloitte Touche Tohmatsu
Independent Auditors published on February 16, 2012 in "Diário Oficial do Estado de
São Paulo" (Caderno 122(32), pages 21 to 36) and in "Valor Econômico" (pages B3 to
B14).
3.
Attending Members: Shareholders representing more than two thirds (2/3) of
the aggregate and voting capital stock of the Company, as evidenced by the signatures
appearing on the Book of Attendance of the Shareholders. Also present were Mr.
Roberto Pedote and Ms. Lucilene Silva Prado, the CFO and Investors Relations Officer
and the Director of Legal Affairs of the Company, respectively, and Mr. Edimar Facco,
CRC nº 1 SP 138635/O-2, representing the independent auditors of the Company at the
time of audit of the Financial Statements pertaining to the fiscal year ended December
31, 2011, Deloitte Touche Tohmatsu Independent Auditors.
4.
Composition of the Meeting Board: Roberto Pedote - Chairman, Lucilene
Silva Prado - Secretary.
5.
Agenda: In Shareholders Special Meeting: (1) amendment of article 5
th
of the
Company's By Laws, so as to reflect the capital increases approved by the Board of
Directors, within the limits of the authorized capital, up until the date of conduction of
the Annual Meeting; (2) to proceed with a broad reformulation and restatement of the
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Company's By Laws, with special emphasis to the following amendments and
inclusions (references to articles of the By Laws take into account the numbering of the
proposal to amend the By Laws, submitted through the IPE (periodical information)
system): (a) conforming of the Company's By Laws to the minimum statutory clauses
provided for in the Novo Mercado Segment Listing Rules by means of a amendment
and/or inclusion of the following provisions of the By Laws: inclusion of a sole
paragraph in article 1
st;
inclusion of a sole paragraph in article 5
th
, amendment of
paragraph 2
nd
of article 13, amendment of the caput and paragraph 1
st
of article 16,
inclusion of paragraph 6
th
in article 16, amendment of item XXIII of article 20,
inclusion of item XXVI in article 20, amendment of paragraph 3
rd
of article 26,
amendment of article 30, amendment of article 31, amendment of article 32, inclusion
of article 33, amendment of article 34, amendment of article 35, amendment of article
36, inclusion of paragraphs 1
st
and 2
nd
in article 36, amendment of article 37, inclusion
of article 38, amendment of article 40, inclusion of article 41, inclusion of article 42,
inclusion of article 43 and amendment of article 45; (b) improvement of the wording of
article 6
th
; (c) exclusion of the previous paragraph 1
st
of article 6
th
, in view of the fact
that the provisions contained therein are already contemplated by item XV of article 20
of the By Laws; (d) improvement of the wording of items I, III and V of article 12; (e)
amendment of the caput of article 16, so as to increase the maximum number of
members of the Board of Directors from 7 to 9 members; (f) exclusion of paragraph 2
nd
of article 16, in view of the fact that the provisions contained therein are already
contemplated by article 17 of the By Laws; (g) exclusion of paragraph 3
rd
of article 16,
in view of the fact that the provisions contained therein are already contemplated by
paragraphs 1
st
and 3
rd
of article 13 of the By Laws; (h) amendment of the wording of
article 18, so as to include a ceiling of three (3) members to the office of Co-Chairmen
of the Board of Directors; (i) exclusion of paragraph 2
nd
of article 18, in view of the
existence of a conflict between such provision and those of paragraph 1
st
of article 15 of
the By Laws, thereby allowing the Co-Chairman presiding over the Meeting of the
Board of Directors to have the casting vote, in the event of a tie in a resolution; (j)
amendment of the wording of the previous paragraph 3
rd
of article 18, so as to clarify
that in the event of permanent vacancy of any member of the Board of Directors, the
Annual Meeting shall be called for purposes of replacing him; (k) amendment of the
caput and of paragraph 3
rd
and inclusion of paragraph 4
th
of article 19, so as to add
flexibility to and provide deeper details regarding the manner of remote attendance by
the Directors in the Meetings of the Board of Directors and the applicable procedure in
the event of temporary vacancy; (l) amendment of items X, XII, XV, XVIII, XX and
XXII of article 20 and inclusion of item XXVII therein, so as to improve the wording
and to conform the same to the provisions of the Brazilian Corporations Law; (m)
exclusion of a portion of paragraph 1
st
of article 21, in view of the fact that the matter
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dealt with therein is already contemplated by paragraph 3
rd
of article 13 of the By Laws;
(n) amendment of the wording of article 22, so as to include a reference to
representation and a remark on the attribution of the Officers; (o) amendment of the
wording of paragraph 3
rd
of article 25 so as to improve the wording thereof; (p)
amendment of the wording of paragraph 5
th
of article 28 so as to improve the wording
thereof and to conform it to the provisions of the Brazilian Corporations Law.
In Shareholders Annual Meeting: (1) the taking of management accounts, the review,
discussion and vote of the Financial Statements as of and for the fiscal year ended
December 31, 2011; (2) the examination of the capital budget proposals for the year
2012 and of allocation of the net profit of the fiscal year ended December 31, 2011, as
well as resolution on the distribution of dividends and payment of interest on
shareholders' equity; (3) election of the Board of Directors of the Company; and (4)
setting of the global compensation of the Company's managers to be paid until the
Annual Meeting deliberating on the Financial Statements of the fiscal year ended
December 31, 2012.

6.
Resolutions: After review and discussion of the matters, the attending
shareholders resolved, with the abstention of the legally prevented ones:

6.1.
To state that the minutes referring to the Meetings will be drawn as a deed and
publish with the omission of the shareholders' signatures, as permitted under paragraphs
1
st
and 2
nd
of Art. 130 of Law nº 6,404/76.
6.2.
In Shareholders' Special Meeting:

6.2.1.
To approve, by a majority of votes, the amendment of article 5
th
of the
Company's By Laws, so as to reflect the capital increases approved by the Board of
Directors, , within the limits of the authorized capital, up until the date of conduction of
the Annual Meeting. Article 5
th
of the Company's By Laws shall henceforth be in force
with the following wording, its paragraphs remaining unaltered:
"Article 5º -
The capital stock of the Company, fully subscribed for and
paid in, is of four hundred twenty-seven million, seventy-two thousand,
seven hundred and seven Brazilian Reais and thirty-two cents
(R$427,072,707.32), divided into four hundred thirty-one million, two
hundred thirty-nine thousand, two hundred sixty-four (431,239,264 )
registered common shares, with no par value."
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6.2.2.
To approve, by a majority of votes, the broad reformulation of the Company's
By Laws, as per the wording set forth in the Management Proposal, so as to implement
the following modifications: (a) inclusion of a sole paragraph in article 1
st
, inclusion of
a sole paragraph in article 5
th
, amendment of paragraph 2
nd
of article 13, amendment of
the caput and paragraph 1
st
of article 16, inclusion of paragraph 6
th
in article 16,
amendment of item XXIII of article 20, inclusion of item XXVI in article 20,
amendment of paragraph 3
rd
of article 26, amendment of article 30, amendment of
article 31, amendment of article 32, inclusion of article 33, amendment of article 34,
amendment of article 35, amendment of article 36, inclusion of paragraphs 1
st
and 2
nd
in
article 36, amendment of article 37, inclusion of article 38, amendment of article 40,
inclusion of article 41, inclusion of article 42, inclusion of article 43 and amendment of
article 45; (b) to improve the wording of article 6
th
; (c) exclusion of the previous
paragraph 1
st
of article 6
th
; (d) to improve the wording of items I, III and V of article 12;
(e) amendment of the caput of article 16; (f) exclusion of paragraph 2
nd
of article 16; (g)
exclusion of paragraph 3º of article 16; (h) amendment of the wording of article 18; (i)
exclusion of paragraph 2
nd
of article 18; (j) amendment of the wording of the previous
paragraph 3
rd
of article 18; (k) amendment of the caput and of paragraph 3
rd
and
inclusion of paragraph 4
th
of article 19; (l) amendment of items X, XII, XV, XVIII, XX
and XXII of article 20 and inclusion therein of item XXVII; (m) exclusion of a portion
of paragraph 1
st
of article 21; (n) amendment of the wording of article 22; (o)
amendment of the wording of paragraph 3
rd
of article 25; and (p) amendment of the
wording of paragraph 5
th
of article 28.

6.2.3.
To approve, by a majority of votes, the restatement of the Company's By Laws,
which shall henceforth be in force with the wording set forth in Exhibit I to the present
Minutes.
6.3.
In Shareholders Annual Meeting:

6.3.1.
To approve, by a majority of votes and with no disclaimer whatsoever, after
having been reviewed and discussed, the management accounts and the Financial
Statements of the Company as of and for the fiscal year ended December 31, 2011,
which, together with the related Explanatory Notes and dos Independent Auditors
Opinion, were published in full on February 16, 2012 in the "Diário Oficial do Estado
de São Paulo" (caderno 122(32), pages 21 to 36) and in the "Valor Econômico"
newspaper (pages B3 to B14).
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6.3.2.
To approve, by a majority of votes and with no disclaimer whatsoever, the
capital budget of the Company for the year 2012 that, including fixed assets and
working capital, shall be of R$250,630,238.54, and has the following sources: (a)
R$3,530,238.54 from the Retained Earnings Reserve; and (b) R$247,100,000.00 from
third parties' proceeds.

6.3.3.
To approve, by a majority of votes and with no disclaimer whatsoever, the
proposal pertaining to the allocation of the results of the fiscal year ended December 31,
2011, corresponding to R$830,900,897.69, as follows: (i) R$762,626,269.97, to the
payment of dividends; (ii) R$61,133,398.49, to the payment of interest on shareholders'
equity; (iii) R$3,464,223.99, to the Retained Earnings Reserve; and (iv)
R$3,677,005.24, to the Tax Incentive Reserve. Of the amount referring to payment of
dividends and interest on shareholders' equity, after set-off against interim dividends
paid throughout the fiscal year of 2011, there shall remain a net balance payable of
R$490,950,841.32, which shall be distributed to the shareholders as follows: (a)
dividends, in the aggregate amount of R$467,323,863.72, corresponding to
R$1.09117684 per share (excluding treasury shares), without withholding of the Income
Tax, as per the applicable legislation in force. Shareholders of record as of February 24,
2012 shall be entitled to such dividends, provided that from February 27, 2012 onwards,
the shares of the Company shall be traded ex-dividends; and (b) interest on
shareholders' equity, referring to the period comprised between July 21 and December
31, 2011, in the aggregate amount of R$23,626,977.60, corresponding to
R$0.05516776, per share (excluding treasury shares), with withholding of 15% Income
Tax, resulting in net interest on shareholders' equity of R$0.04689260 per share, except
for the shareholders that demonstrate to be tax exempted or immune. Shareholders of
record as of February 24, 2012 shall be entitled to such interest on shareholders' equity,
provided that from February 27, 2012 onwards, the shares of the Company shall be
traded ex-interest on shareholders' equity. In view of the fact that the balance of the
Legal Reserve, added to the Capital Reserves, outreached the amount of the capital
stock of the Company by 30%, the Company did not allocate 5% of its net profits for
the fiscal year ended December 31, 2011 to the constitution of the Legal Reserve.
Shareholders as of the aforementioned dates, entitled to receive dividends and interest
on shareholders' equity and having a credit option registered with Banco Itaú S.A., the
Depositary Financial Institution for shares of the Company's issuance, shall have their
dividends and interest on shareholders' equity automatically credited on April 18, 2012.
Shareholders that do not have such credit option registered with Banco Itaú S.A. shall
appear at a branch of Banco Itaú S.A. to proceed with the updating of their
identification data required for the subsequent receipt of dividends and interest on
shareholders' equity, subject to a minimum term for deposit of three (3) business days
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counted from the date of updating of the identification data (on or after April 18, 2012).
For shareholders users of the fiduciary custody provided by CBLC ­ Companhia
Brasileira de Liquidação e Custódia, dividends and interest on shareholders' equity shall
be credited, on April 18, 2012, in accordance with their identification register
(cadastros) kept at that Institution.

6.3.4.
To approve, by a majority of votes and with no disclaimer whatsoever, that the
Board of Directors shall be formed by nine (9) members, of which the first 6 are
reelected, all of which having a term of tenure until the Shareholders' Annual Meeting
to be held in 2013, namely: (a) Mr. ANTONIO LUIZ DA CUNHA SEABRA, a
Brazilian citizen, married, economist, holder of Identity Card RG nº 3.524.557 SSP/SP,
enrolled as a Taxpayer under CPF/MF nº 332.927.288-00, with business address in the
City of São Paulo, State of São Paulo, at Rua Amauri, nº 255, 4
th
floor; (b) Mr.
GUILHERME PEIRÃO LEAL, a Brazilian citizen, divorced, business manager,
holder of Identity Card RG nº 4.105.990-6 SSP/SP, enrolled as a Taxpayer under
CPF/MF nº 383.599.108-63, with business address in the City of São Paulo, State of
São Paulo, at Rua Amauri, nº 255, 4
th
floor; (c) Mr. PEDRO LUIZ BARREIROS
PASSOS, a Brazilian citizen, married, engineer, holder of Identity Card RG nº
4.700.753 SSP/SP, enrolled as a Taxpayer under CPF/MF nº 672.924.618-91, with
business address in the City of São Paulo, State of São Paulo, at Rua Amauri, nº 255, 4
th
floor; (d) Mr. LUIZ ERNESTO GEMIGNANI, a Brazilian citizen, married,
mechanical engineer, holder of Identity Card RG nº 3.587.626-8 SSP/SP, enrolled as a
Taxpayer under CPF/MF nº 345.209.708-06, with business address in the City of São
Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, nº 1.830, 14
th
floor, Torre 4, Itaim Bibi, ZIP CODE 04543-900; (e) Mr. JULIO MOURA NETO, a
Brazilian citizen, married, business manager and engineer, holder of Identity Card RG
n° 04547S42-7 SSP/RJ, enrolled as a Taxpayer under CPF/MF nº 468.948.027-34, with
business address in the City of São Paulo, State of São Paulo, at Rua Amauri, nº 255, 4
th
floor; (f) Mr. MARCOS DE BARROS LISBOA, a Brazilian citizen, divorced,
economist, holder of Identity Card RG­Detran/RJ nº 006.653.074-2, enrolled as a
Taxpayer under CPF/MF nº 806.030.257-49, with business address in the City of São
Paulo, State of São Paulo, at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo
Setúbal, Jabaquara, ZIP CODE: 04344-902; (g) Mr. RAUL GABRIEL BEER ROTH,
a Uruguayan citizen, married, engineer, holder of Foreigners Identity Card RNE
W512502-2, enrolled as a Taxpayer under CPF/MF nº 761.608.078-20, with business
address in the City of São Paulo, State of São Paulo, at Avenida Pacaembu, 1.976,
Pacaembu, ZIP CODE 01234-000; (h) Mr. PLÍNIO VILLARES MUSETTI, a
Brazilian citizen, married, civil engineer, holder of Identity Card 4.140.800-7 SSP/SP,
enrolled as a Taxpayer under CPF/MF nº 954.833.578-68, with business address in the
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City of São Paulo, State of São Paulo, at Rua Amauri, 255, 17
th
floor, Itaim Bibi, ZIP
CODE 01448-000, and (i) Mr. ROBERTO DE OLIVEIRA LIMA, a Brazilian citizen,
divorced, business manager, holder of Identity Card 4.455.053-4 SSP/SP, enrolled as a
Taxpayer under CPF/MF nº 860.196.518-00, with business address in the City of São
Paulo, State of São Paulo, at Rua Afonso Bráz, 579, 3
rd
floor, Moema, ZIP CODE
04511-011.

6.3.5.
To record that: (i) Messrs. LUIZ ERNESTO GEMIGNANI, MARCOS DE
BARROS LISBOA and ROBERTO DE OLIVEIRA LIMA, fulfill the requirements
provided for in the Novo Mercado Segment Listing Rules of the BM&FBOVESPA,
being therefore considered as independent directors; (ii) the résumés of the directors
elected hereby were submitted to the Meeting in compliance with the provisions of §2
nd
of Art. 3
rd
of CVM Instruction nº 367/02; (iii) the directors, having executed the
Managers' Term of Adherence to the Novo Mercado Segment Listing Rules take their
offices by means of the execution of the respective investiture terms in the proper book,
whereupon they shall provide the declaration of absence of impediment provided for in
the law.
6.3.6.
To approve, by a majority of votes and with no disclaimer whatsoever, the
annual global compensation of the members of the Board of Directors and Management
of the Company, in the aggregate amount of R$22,124,765.90 to be paid from the
present date until the date in which the Shareholders' Annual Meeting of 2013 shall be
held.


CLOSING: With no further business to be transacted, the meeting was adjourned and
these Minutes, drawn in summary form, were read, approved and executed by the
attending members. .
Itapecerica da Serra, April 13, 2012.

Meeting Board:

____________________________
Roberto Pedote
Chairman
____________________________
Lucilene Silva Prado
Secretary

Shareholders:
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Signatures: LISIS PARTICIPSHARES S.A.; ANTONIO LUIZ of the CUNHA
SEABRA; UTOPIA PARTICIPSHARES S.A.; GUILHERME PEIRÃO LEAL;
PASSOS PARTICIPSHARES S.A.; PEDRO LUIZ BARREIROS PASSOS; ANP
PARTICIPSHARES S.A.; ANÍZIO PINOTTI; RM FUTURA PARTICIPSHARES
S.A. RONUEL MACEDO DE MATTOS; LUCILENE SILVA PRADO;
ALESSANDRO CARLUCCI; ROBERTO PEDOTE; JOÃO PAULO BROTTO
GONÇALVES FERREIRA; JOSÉ VICENTE MARINO; MARCELO LOPES
CARDOSO
(p.p. Fabiana Utrabo Rodrigues); MOACIR SALZSTEIN; LUIZ
ERNESTO GEMIGNANI; MERCEDES MARINA STINCO; ARLEU ALOISIO
ANHALT; SERGIO FEIJÃO FILHO; ATMOS MASTER FUNDO DE
INVESTIMENTO EM SHARES; NAUTILUS INVESTMENTS LLC
(p.p. Renata
Benacchio Regino) EDUARDO LOBATO SALLES MOULIN LOUZADA (p.p.
Gustavo Fiuza Quedevez); ITAÚ SHARES DIVIDENDS - FUNDO DE
INVESTIMENTO; ITAÚ INDEX SHARES IBOVESPA - FUNDO DE
INVESTIMENTO; ITAÚ FLEXPREV SHARES FUNDO DE INVESTIMENTO;
ITAÚ SHARES IBRX ATIVO FI
(p.p.______________); PIBB FD INDICE
BRASIL - 50 BRASIL TRACKER
(p.p. .______________); RT GALAXIA
SHARES FUNDO DE INVESTIMENTO
(p.p. .______________); FUNDO DE
INVESTIMENTO EM SHARES IP SELEÇÃO; BANESPREV MAIS VALOR
SHARES FI; IP - PARTICIPSHARES INSTITUCIONAL MASTER FIA; SÃO
FERNANDO V - FUNDO DE INVESTIMENTO EM SHARES
(p.p. Gabriel Raoni
Gomes Lopes Ribeiro); SÃO FERNANDO IV - FUNDO DE INVESTIMENTO EM
SHARES; DYC FUNDO DE INVESTIMENTO EM SHARES; ASCESE FUNDO
DE INVESTIMENTO EM SHARES; DYNAMO COUGAR FUNDO DE
INVESTIMENTO EM SHARES; DYBRA FUNDO DE INVESTIMENTO EM
SHARES; DYNAMO BETON FUNDO DE INVESTIMENTO EM SHARES;
DYNAMO BRASIL I LLC; DYNAMO BRASIL II LLC; DYNAMO BRASIL III
LLC; DYNAMO BRASIL V LLC; DYNAMO BRASIL VII LLC; DYNAMO
BRASIL VI LLC; DYNAMO BRASIL VIII LLC; DYNAMO BRASIL IX LLC;
KEMNAY DYBRA LLC; DYNAMO BRASIL XIII LLC; RAUTA FUNDO DE
INVESTIMENTO EM SHARES; TNAD FUNDO DE INVESTIMENTO EM
SHARES; FPRV DYN UIRAPURU FIA PREVIDENCIÁRIO
(p.p. Julio Andre
Kogut); EQ ADVISORS TRUST - EQ/DAVIS NEW YORK VENTURE PORT;
EQ ADVISORS TRUST - EQ/MORGAN STANLEY MID CAP GROWTH
PORTFOLIO; FIDELITY CENTRAL INV PORT LLC: FID CONSUMER ST C
FUND; FIDELITY CENTRAL INV PORT LLC: FIDELITY EM MK EQ C F; ;
FRANKLIN TEMPLETON INVESTMENT FUNDS; JNL/LAZARD EMERGING
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MARKETS FUND; JPMORGAN INTERNATIONAL EQUITY INDEX FUND;
MORGAN STANLEY INV FUNDS AMERICAN FRANCHISE FUND; NORGES
BANK; OPPENHEIMER DEVELOPING MARKETS FUND; PUBLIC EMP
RETIREMENT ASSOCIATION OF NEW MEXICO; SBC MASTER PENSION
TRUST; T. ROWE PRICE RETIREMENT DATE TRUST; T. ROWE PRICE
EMERGING MARKETS STOCK FUND; T. ROWE PRICE FUNDS SICAV; T.
ROWE PRICE II F, INC. ON B OF ITS S S T.ROWE P I MK EQ F; T. ROWE P
T CO, T OF THE INT C T F ON B OF ITS UT, EMET; TEMPLETON
EMERGING MARKETS FUND (AUSTRALIA); THE BOEING COMPANY
EMP RET PLANS MASTER TRUST; THE PUBLIC EDUCATION EMP RET
SYSTEM OF MISSOURI; THE PUBLIC SCHOOL RETIREMENT SYSTEM OF
MISSOURI; VANGUARD INVESTMENT SERIES, PLC; VANGUARD TOTAL
INV STOCK I F, A SERIES OF VANGUARD STAR F; ABERDEEN GLOBAL -
LATIN AMERICAN EQUITY FUND; ABERDEEN LATIN AMERICAN
INCOME FUND LLC; THE ROYAL BANK OF SCOT PLC AS DEP OF AB L A
EQ FUND; BLACKWELL PARTNERS, LLC; ARISAIG LATIN AMERICA
FUND LLC; BLACKROCK KOREA LATIN AMERICAN FUND-MASTER;
BURGUNDY
EMERGING
MARKETS
FOUNDATION;
BURGUNDY
EMERGING MARKETS FUND; CALAMOS GLOBAL FUNDS PLC -
CALAMOS EMERGING MARKETS FUND; FONDS REGROUPE CUM; RBC
DEXIA INVESTOR S T AS T FOR THE CANADA POST C P PLAN;
TREASURY GROUP INVEST SERV LTD AS R and F T T and M and FD;
ABERDEEN LATIN AMERICA EQUITY FUND, INC; ABU DHABI
RETIREMENT PENSIONS AND BENEFITS FUND; ADVANCED SERIES
TRUST - AST INTERNATIONAL VALUE PORTFOLIO; ALABAMA TRUST
FUND; ALASKA PERMANENT FUND; ALLIANZ VARIABLE INSURANCE
PRODUCTS TRUST; ALPINE GLOBAL CONSUMER GROWTH FUND;
ARKANSAS PUBLIC EMP RETIREMENT SYSTEM; AT&T UNION
WELFARE BENEFIT TRUST; ATWILL HOLDINGS LIMITED; BELL
ATLANTIC MASTER TRUST; BELLSOUTH CORP RFA VEBA TRUST FOR
NON-REPRESENT EMPLOYEES; BELLSOUTH CORPORATION RFA VEBA
TRUST; BILL AND MELINDA GATES FOUNDATION TRUST; BLACKROCK
CDN MSCI EMERGING MARKETS INDEX FUND; BLACKROCK
INSTITUTIONAL TRUST COMPANY NA; BMF HOLDINGS LIMITED; BT
PENSION SCHEME; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC;
CALAMOS
EVOLVING
WORLD
GROWTH
FUND;
CALAMOS
INTERNATIONAL GROWTH FUND; CALAMOS INTERNATIONAL
GROWTH FUND LP; CALIFORNIA IRONWORKERS FIELD PENSION
TRUST; CALVERT WORLD VALUE FUND INC- INTL EQUITY FUND;
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CANADA PENSION PLAN INVESTMENT BOARD; CENTRAL STATES
SOUTHEAST SOUTHWEST A PE FD; CF DV EMERGING MARKETS STOCK
INDEX FUND; CIBC EMERGING MARKETS INDEX FUND; CITY OF
WESTMINSTER SUPERANNUATION FUND; CN CANADIAN MASTER
TRUST FUND; COLLEGE RETIREMENT EQUITIES FUND; COMPASS AGE
LLC; CONSULTING GROUP CAPITAL MARKETS FUNDS - INTERN
EQUITY INVES; COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF
THE COOK COUNTY; DTE ENERGY COMP AFFILIATES EMPLOYEE
BENEFIT PLANS MASTER TRUST; DTE VEBA MASTER TRUST; EATON
VANCE COLLECTIVE INVESTMENT TFE BEN PLANS EM MQ EQU FD;
EATON VANCE INT (IR) F PLC-EATON V INT (IR) PAR EM MKT FUND ;
EATON VANCE PARAMETRIC STRUCTURED EMERGING MARKETS
FUND; EATON VANCE PARAMETRIC TAX-MANAGED EMERGING
MARKETS FUND; EATON VANCE TR CO CO TR FD - PA STR EM MKTS
EQ COM TR FD; ELECTRICITY SUPPLY PENSION SCHEME; EMERGING
MARKETS EQUITY GROUP TRUST; EMERGING MARKETS EQUITY
INDEX MASTER FUND; EMERGING MARKETS EQUITY INDEX PLUS
FUND; EMERGING MARKETS EQUITY TRUST 1; EMERGING MARKETS
EQUITY TRUST 4; EMERGING MARKETS EX-CONTROVERSIAL
WEAPONS EQUITY INDEX FD B; EMERGING MARKETS INDEX NON-
LENDABLE FUND B; EMERGING MARKETS PLUS SERIES OF
BLACKROCK QUANTITATIVE PARTNERS; EMERGING MARKETS
SUDAN FREE EQUITY INDEX FUND; ENHANCED EMERGING MARKETS
SER OF BLACK QUANTIT PARTNERS LP; ENVIRONMENT AGENCY
ACTIVE PENSION FUND; ETHICAL GLOBAL EQUITY FUND; ETHICAL
GROWTH FUND; FIDELITY INVESTMENT TRUST: FIDELITY SERIES
EMERGING MARK FUN; FIDELITY INVESTMENT TRUST: FIDELITY
TOTAL EMERGING MARKETS F; FIDELITY RUTLAND SQUARE T II:
STRAT ADV G MULTI-MANAGER FD; FIDELITY RUTLAND SQUARE
TRUST II: STRATEGIC ADVISERS GRW FD; FIDELITY SALEM STREET
TRUST: FIDELITY SERIES G EX US I FD; FIDELITY SALEM STREET
TRUST: SPARTAN EMERGING MARKETS IND FD; FIDELITY SALEM
STREET TRUST: SPARTAN GL EX U.S. INDEX FUND; FIDELITY SELECT
PORTFOLIOS
CONSUMER
STAPLES
PORTFOLIO;FLORIDA
RETIREMENT SYSTEM TRUST FUND;FORD MOTOR CO DEFINED BENEF
MASTER TRUST; FUTURE FUND BOARD OF GUARDIANS; GENERAL
CONF CORP OF SEVENTH DAY ADVENTIST ;GENERAL ELECTRIC
PENSION TRUST; GMAM INVESTMENT FUNDS TRUST; HANSBERGER
INTERNATIONAL SERIES EMERGING MARKETS FUND; HOWARD
background image
11
HUGHES MEDICAL INSTITUTE; HSBC EMERGING MARKETS POOLED
FUND; IBM 401 (K) PLUS PLAN; IDF INVESTMENT FOUNDATION;
ILLINOIS STATE BOARD OF INVESTMENT; IMPERIAL EMERGING
ECONOMIES POOL;INDIANA STATE TEACHERS RETIREMENT FUND;
ING DAVIS NEW YORK VENTURE PORTFOLIO; ING INTERNATIONAL
CORE FUND; ING WISDOMTREE GLOBAL HIGH- YIELDING EQUITY
INDEX PORTFOLIO; IRON WORKERS DISTRICT COUNCIL OF
PHILADELPHIA & VICINITY; IRONWORKERS LOCALS 40, 361 & 417
ANNUITY FUND; IRONWORKERS LOCALS 40, 361 & 417 PENSION FUND;
ISHARES MSCI BRAZIL (FREE) INDEX FUND; ISHARES MSCI BRIC
INDEX FUND; ISHARES MSCI EMERGING MARKETS INDEX FUND;
ISHARES MSCI EMERGING MARKETS MINIMUM VOLATILITY INDEX
FUND; JOHN HANCOCK FUNDS II FUNDAMENTAL VALUE FUND; JOHN
HANCOCK FUNDS II INTERNATIONAL EQUITY INDEX FUND; JOHN
HANCOCK VARIABLE INS TRUST FUNDAMENTAL VALUE TRUST; JOHN
HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST A;
JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST
B; JUBAK GLOBAL EQUITY FUND; LAZARD EMERGING MARKETS
EQUITY BLEND PORTFOLIO; LAZARD EMERGING MARKETS FUND;
LAZARD EMERGING MARKETS GROWTH FUND; LAZARD EMERGING
MARKETS INSTITUTIONAL TRUST; LAZARD EMERGING MARKETS
MULTI-STRATEGY PORTFOLIO; LAZARD GLOBAL ACTIVE FUNDS, PLC;
LAZARD GLOBAL INVESTMENT FUNDS PUBLIC LIMITED COMPANY;
LAZARD
RET
EM
MKTS
PORT
OF
THE
LAZARD
R.S.I.;
LAZARD/WILMINGTON COLLECTIVE TRUST; LEGG MASON GLOBAL
FUNDS FCP (LUXEMBOURG); LEGG MASON PARTNERS EQUITY T - L M
and E MARKETS EQUITY FUND; LOOMIS SAYLES GLOBAL EQUITY AND
INCOME FUND; MANING & NAPIER FUND INC WORLD OPPORTUNITIES
SERIES; MANNING & NAPIER FUND, INC. OVERSEAS SERIES; MANNING
& NAPIER FUND, INC. PRO-BLEND EXTENDED TERM SERIES; MANNING
& NAPIER FUND, INC. PRO-BLEND MAXIMUM TERM SERIES; MANNING
& NAPIER FUND, INC. PRO-BLEND MODERATE TERM SERIES; MELLON
BANK N.A EB COLLECTIVE INVESTMENT FUND PLAN; MFS MERIDIAN
FUNDS - LATIN AMERICAN EQUITY FUND; MGI FUNDS - MGI NON-US
CORE EQUITY FUND; MINISTRY OF STRATEGY AND FINANCE;
MORGAN STANLEY INSTITUTIONAL F, INC. - INT ADV PORTFOLIO;
MORGAN STANLEY INSTITUTIONAL F, INC. GL ADVANTAGE
PORTFOLIO; MORGAN STANLEY INSTITUTIONAL FUND TRUST MID
CAP GROWTH PORTF; MORGAN STANLEY INSTITUTIONAL FUND, INC -
background image
12
ADVANTAGE PORTFOLIO; MORGAN STANLEY MID CAP GROWTH
FUND; MORGAN STANLEY SELECT DIMENSIONS INVEST SERIES, MID
CAP G P; NATIONAL ELEVATOR INDUSTRY PENSION PLAN; NEW
ZEALAND SUPERANNUATION FUND; NEWTON GLOBAL EQUITY FUND;
NORTHERN TRUST INVESTIMENT FUNDS PLC; NORTHERN TRUST
UCITS COMMON CONTRACTUAL FUND; NOVA SCOTIA PUBLIC
SERVICE SUPERANNUATION FD; NOVA SCOTIA TEACHERS PENSION
FUND; NUVEEN INTERNATIONAL SELECT FUND; OFI INSTITUTIONAL
EMERGING MARKETS EQ FUND LP; OFI TRUST COMPANY;
OPPENHEIMER GLOBAL ALLOCATION FUND; PACIFIC SELECT FUND -
MID-CAP GROWTH PORTFOLIO; PANAGORA GROUP TRUST; PAX
WORLD FUNDS SERIES TRUST I - PAX WORLD BALANCED FUND; PAX
WORLD FUNDS SERIES TRUST I - PAX WORLD INTERNATIONAL FUN;
PENSIONDANMARK INVEST F.M.B.A. - EMERGING MARKETS AKTIER;
PENSIONDANMARK
INVEST
F.M.B.A.,
STABILE
AKTIER;
PENSIONSKASSERNES ADMINISTRATION A/S; PICTET - EMERGING
MARKETS INDEX; PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS
TRACKER; PNM RESOURCES, INC EMPLOYEES RETIREMENT PLAN;
PPL SERVICES CORPORATION MASTER TRUST; PRUDENTIAL WORLD
FUND,
INC-PRUDEN.
INTERNATIONAL
VALUE
FUND;
PUBLIC
EMPLOYEES RETIREMENT SYSTEM OF OHIO; PUBLIC EMPLOYES RET
SYSTEM OF MISSISSIPPI; PYRAMIS GLOBAL EX U.S. INDEX FUND LP;
RAYTHEON COMPANY MASTER TRUST; ROGERSCASEY TARGET
SOLUTIONS, LLC; SAN DIEGO GAS & ELEC CO NUC FAC DEC TR QUAL;
SANOFI-AVENTIS US PENSION TRUST; SCHWAB EMERGING MARKETS
EQUITY ETF; SCHWAB FUNDAMENTAL EMERGING MARKETS INDEX
FUND; SCOTTISH MORTGAGE INVESTMENT TRUST PLC; SOUTHERN
CAL ED C N F Q C DC MT S ON P VD N G; SPDR S&P EMERGING LATIN
AMERICA ETF; SPDR S&P EMERGING MARKETS ETF; SSGA EMERGING
MARKETS INDEX PLUS NON LENDING COMMON TR FUND; SSGA MSCI
BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND; SSGA SPDR
ETFS EUROPE I PLC; STATE OF CALIFORNIA PUBLIC EMPLOYEES
RETIREMENT SYSTEM; STATE OF IND PUBLIC EMPL RET FUND; STATE
OF NEW JERSEY COMMON PENSION FUND D; STATE OF OREGON;
STATE ST B AND T C INV F F T and RETIR PLANS; STATE STREET
EMERGING MARKETS; STICHITING BLUE SKY ACT EQ EM MK GL
FUND;
STICHTING
PENSIOENFONDS
HOOGOVENS;
STICHTING
PENSIOENFONDS VAN DE ABN AMRO BK NV; TARGET ASSET
ALLOCATION FDS - TARGET MODERATE ALLOCATION FD; TARGET
background image
13
ASSET ALLOCATION FUNDS - TARGET GROWTH ALLOCATION FD;
TEACHER RETIREMENT SYSTEM OF TEXAS; THE ARCHDIOCESE OF
HARTFORD INVESTMENT TRUST; THE EM MKT EQ INV PORT OF CONS
GR CAP MKT FDS; THE HARTFORD ROMAN CATHOLIC DIOCESAN
CORPORATION RPMT; THE JAMES IRVINE FOUNDATION; THE
KROGER CO MASTER RETIREMENT TRUST; THE LAZARD FUNDS INC;
THE M T BK OF JAPAN, LTD. AS T FOR S S and M INDEX and M FUND;
THE MONETARY AUTHORITY OF SINGAPORE; THE PENSION
RESERVES INVESTMENT MANAG. BOARD; THE PRUDENTIAL SERIES
FUND: SP INTERNATIONAL VALUE PORTFOLIO; THE ROYAL BANK OF
SCOTLAND PLC AS DEP OF AB L A EQUITY FUND; THE TARGET
PORTFOLIO TRUST - INTERNATIONAL EQUITY PORTFOLIO; THE
UNIVERSAL INSTITUTIONAL FUNDS, INC., MID CAP GROWTH PORT;
THORNBURG
INTERNATIONAL
EQUITY
FUND;
THORNBURG
INTERNATIONAL VALUE FUND; THYSSENKRUPP USA INC MASTER
TRUST; TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY
I F; TREASURER OF THE ST.OF N.CAR.EQT.I.FD.P.TR.; TRILOGY
EMERGING MARKETS EQUITY FUND; UPS GROUP TRUST; VANG FTSE
ALL-WORLD EX-US INDEX FD, A S OF V INTER and I FDS; VANGUARD
EMERGING MARKETS STOCK INDEX FUND; VANGUARD TOTAL WSI FD,
A SOV INTERNATIONAL EQUITY INDEX FDS; VARIABLE INS PRODUCTS
FUND IV: CONSUMER STAPLES PORTFOLIO; VF CORPORATION
PENSION PLAN; VIRGINIA RETIREMENT SYSTEM; WHEATON
FRANCISCAN
SERVICES
INC.
INVESTMENT
TRUST;
WSIB
INVESTMENTS PUBLIC EQUITIES POOLED FUND TRUST; EDMOND DE
ROTHSCHILD LATIN AMERICA; THE BARING EMERGING MARKETS
UMBRELLA FUND, SUB FUND, THE BARING LATIN AMERICA FUND
(p.p.
Anali Penteado Buratin); FUNDO FCB MASTER DE INVESTIMENTO DE
ACOES; BARTHE HOLDINGS LLC; LS OC LLC; CONSTELLATION LONG
SHORT MASTER FIA
(p.p. Luis Eduardo Bomentre Ribeiro do Vale); and LUIS
EDUARDO BOMENTRE RIBEIRO DO VALE.


background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.



BY-LAWS OF NATURA COSMÉTICOS S.A.

ARTICLE I
NAME, REGISTERED OFFICE, PURPOSES AND DURATION

Section 1 -
NATURA COSMÉTICOS S.A. is a publicly-held corporation, which is
governed by these By-laws, applicable legislation and the Novo Mercado Listing
Regulations (Regulamento de Listagem no Novo Mercado).
Sole Paragraph ­ Given that the Company has joined the special listing
segment known as Novo Mercado, maintained by BM&FBOVESPA
S.A. ­ Bolsa de Valores, Mercadorias e Futuros ("BM&FBOVESPA"),
the Company, its shareholders, Managers and Audit Committee
members, if any, are also subject to the provisions of the Novo Mercado
Listing
Regulations
of
BM&FBOVESPA
("Novo
Mercado
Regulations").

Section 2 -
The registered office of the Company is located in the City of Itapecerica
da Serra, State of São Paulo, at Rodovia Régis Bittencourt, w/o no., km 293, Bairro
Potuverá, Edifício I, ZIP CODE 06882-700.
Paragraph 1
st
­ The Company may establish branches, agencies,
warehouses, offices and other premises of any kind anywhere in Brazil,
according to a resolution passed by the Board of Executive Officers.

Section 3 -
The purposes of the Company are as follows:

I.
trading, export and import of beauty and personal care products, toiletry,
cosmetics, apparel, jewelry, costume jewelry, home articles, foods, nutritional
supplements, software, books, publishing material, entertainment products,
phonographic products, medication, including phytotherapeutic and
homeopathic medicines, drugs, pharmaceutical raw materials, and home
cleaning products, the Company being permitted to carry on any and all
activities and transactions related to such purposes;

II.
the provision of services of any kind, such as services related to beauty
treatment, marketing consulting, credit information, planning, and risk
analysis; and

III.
the formation and management of, and the holding of interests in, companies
and businesses of any kind and in any manner whatsoever, as a shareholder or
quotaholder.

Section 4 - The duration of the Company is for an indefinite period of time.

background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
ARTICLE II
CAPITAL STOCK, SHARES AND SHAREHOLDERS

Section 5 -
The capital stock of the Company, fully subscribed to and paid in, is of
four hundred twenty-seven million, seventy-two thousand, seven hundred and seven
Brazilian Reais and thirty-two centavos (R$ 427,072,707.32), divided into four hundred
thirty-one million, two hundred thirty-nine thousand, two hundred sixty-four
(431,239,264 ) registered common shares, with no par value.
Sole Paragraph ­ The Company may not issue preferred shares.

Section 6 -
The Company is hereby authorized to increase its capital stock,
irrespective of an amendment to these By-laws, up to four hundred forty-one million,
three hundred ten thousand, one hundred twenty-five (441,310,125) common shares,
with no par value, upon a resolution of the Board of Directors, which will establish the
terms of issuance, including as to price and payment.
Paragraph 1
st
­ Within the limits of the authorized capital, the Board of
Directors may approve the issuance of warrants and convertible
debentures.

Paragraph 2
nd
­ The Board of Directors may grant stock purchase or
subscription options, under the Stock Purchase or Subscription Option
Plans approved by the Shareholders' Meeting, to the Managers and
employees of the Company, as well as to Managers and employees of
other companies directly or indirectly controlled by the Company,
without preemptive rights to the shareholders at the time of either grant
or exercise of such options, subject to the balance of the authorized
capital limit at the time of exercise of subscription options, and the
balance of treasury shares at the time of exercise of purchase options.

Paragraph 3
rd
­ The Company is forbidden from issuing founder's
shares.

Section 7 -
The capital stock of the Company will be represented solely by common
shares, and each common share will be entitled to one vote on the resolutions to be
adopted by the shareholders.

Section 8 -
All shares of the Company will be in book-entry form and will be kept, in
the name of the holders thereof, in a deposit maintained with a financial institution
authorized to do business by the Brazilian Securities Commission ("CVM").
Sole Paragraph ­ The costs of any transfers or recordal as well as the
costs of services related to the shares under custody may be charged
directly to the shareholder by the depositary institution , as defined in the
relevant custody agreement.

Section 9 -
The Board of Directors may, in its discretion, exclude or restrict
preemptive rights when issuing shares, convertible debentures and subscription warrants
placed by way of sale on a stock exchange, public subscription or exchange of shares in
a tender offer, according to the provisions of law and within the limits of the authorized
capital.
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.

ARTICLE III
MANAGEMENT OF COMPANY
PART I
SHAREHOLDERS' MEETING

Section 10 - The Annual Shareholders' Meeting will be held once a year, and Special
Shareholders' Meetings may be held whenever called in accordance with the provisions
contained in the law and in these By-laws.
Paragraph 1
st
­ The resolutions of the Shareholders' Meeting will be
passed by a majority of votes.

Paragraph 2
nd
­ The Shareholders' Meeting may only resolve on the
matters listed in the agenda for the meeting, as set forth in the relevant
call notice.
Section 11 - The Shareholders' Meeting will be called and presided over by a
shareholder designated by the attendees, who will be allowed to appoint up to two (2)
secretaries.

Section 12 -
In addition to the powers and duties provided for by law, it is incumbent
upon the Shareholders' Meeting:

I.
to elect and remove from office the members of the Board of Directors and
the members of the Audit Committee, when applicable;

II.
to fix the aggregate remuneration of the members of the Board of Directors
and of the Board of Executive Officers, as well as the compensation of the
members of the Audit Committee, when in operation;

III.
to pay stock dividends and approve any stock split or reverse stock split;

IV.
to approve stock purchase or subscription option plans for the Managers and
employees of the Company, as well as for the Managers and employees of
other companies directly or indirectly controlled by the Company;

V.
to resolve on the allocation of the net income for the year and the distribution
of dividends;

VI.
to appoint a liquidator and the Audit Committee that will serve during the
period of liquidation;

VII.
to resolve on delisting the Company from the Novo Mercado listing segment
of the BM&FBOVESPA - Bolsa de Valores Mercadorias e Futuros ­
("BM&FBOVESPA"); and

VIII.
to select the specialized firm or entity charged with preparation of an
appraisal report for the shares of the Company, in the case of cancelation of
registration as publicly-held company or delisting from the Novo Mercado, as
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
provided in Article V hereof, from a list of specialized firms or entities
produced by the Board of Directors.

Sole Paragraph
- The chairman of the Shareholders' Meeting will
comply with and enforce the provisions of the shareholders' agreements
filed at the registered office of the Company, and will disregard any
votes cast in violation of the contents thereof.

PART II
MANAGEMENT BODIES
Subpart I
General Provisions

Section 13 - The Company will be managed by the Board of Directors and the Board
of Executive Officers.

Paragraph 1
st
­ The Managers will take office by executing a statement
of acceptance of office recorded in the appropriate book, the posting of a
fidelity bond not being required.

Paragraph 2
nd
­ Investiture of the members of the Board of Directors
and of the Board of Executive Officers is contingent upon execution of
the Consent of Manager, in accordance with the provisions of the Novo
Mercado
Listing Regulations and applicable legal requirements.

Paragraph 3
rd
­ The Managers will hold their positions until such time
as their replacements will have taken office.

Section 14 - The Shareholders' Meeting will set the aggregate annual amount to be
distributed among the Managers of the Company, and the Board of Directors will
distribute such amount individually to each director and executive officer, subject to the
provisions of these By-laws.

Section 15 -
A majority of members will constitute a quorum for the meetings of any
of the management bodies of the Company, which meetings will pass their resolutions
by a majority of votes of the attendees.

Paragraph 1
st
­ In the event of tie in the vote at any meeting of the
Board of Directors, the co-chairman of the Board of Directors presiding
over the meeting will cast the tie vote.

Paragraph 2
nd
­ The requirement of call notice for meetings may only
be waived where all members are in attendance, provided further that
votes cast in writing may be computed in this regard.
Subpart II
Board of Directors
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
Section 16 - The Board of Directors will be composed of at least five (5) and no more
than nine (9) members, who will be elected and removed by the Shareholders' Meeting,
with a unified term of office of up to two (2) years, reelection being permitted.
Paragraph 1
st
- Out of the members of the Board of Directors, at least
twenty percent (20%) will be Independent Directors, as defined in the
Novo Mercado Regulations and as expressly stated in the minutes of the
Shareholders' Meeting that elects such Independent Directors, provided
further that a director elected as permitted under Section 141, Paragraphs
4 and 5 of Law 6,404/76 will also be deemed an Independent Director.
Should compliance with the foregoing percentage requirement lead to a
fractional number of directors, the rounding procedure described in the
Novo Mercado Regulations will be followed.

Paragraph 2
nd
­ The directors will be persons of excellent reputation
and unless otherwise permitted by the Shareholders' Meeting, a person
may not be elected as director that (i) holds a position in a company that
could be regarded as a competitor of the Company; or (ii) has or poses a
conflict of interest with the Company. A director may not cast a vote in
the case of the supervening impediment as aforesaid.

Paragraph 3
rd
­ Pursuant to Section 115, Paragraph 1 of Law No.
6,404/76, no voting rights may be exercised for the election of directors
where a conflict of interest with the Company exists.

Paragraph 4
th
­ A director may not have access to information or take
part in meetings of the Board of Directors that involve matters as to
which such director has a conflict of interest with the Company or
matters that could pose such a conflict of interest.

Paragraph 5
th
­ In furtherance of its duties, the Board of Directors may
establish committees or work groups having defined objectives and
comprised of persons designated by the Board from among the
management of the Company and/or persons directly or indirectly
affiliated with the Company.

Paragraph 6
th
­ A single person may not concurrently hold the offices
of chairman of the Board of Directors and President or Chief Executive
Officer of the Company.

Section 17 ­ At the time of election of directors, the Shareholders' Meeting will first
determine by a majority of votes the number of directors to be elected. If the
cumulative voting system has not been requested pursuant to law, the Shareholders'
Meeting will vote on slates of directors filed in advance with the chair, which will
ensure that shareholders owning, individually or as a block, fifteen percent (15%) or
more of the common shares of the Company will be entitled to nominate one director,
subject to the limitation in the leading paragraph of Section 16. The chair may not
acceptance for filing a slate in violation of the provision of this section.

Section 18 - The Board of Directors will have up to three (3) co-chairmen, who will
be elected by a majority of votes of the directors at the first meeting of the Board held
after investiture of the directors, or whenever a resignation or vacancy occurs.
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
Paragraph 1
st
­ Additionally, at such first meeting of the Board of
Directors, the directors will designate one among the co-chairmen to
preside over the meetings of the Board of Directors during the entire term
of office of the directors.

Paragraph 2
nd
­ In the event of permanent impediment or vacancy on
the Board of Directors, the Board will call a Shareholders' Meeting to fill
in the open position.

Section 19 -
The Board of Directors will hold regular meetings four (4) times a year,
and may hold special meetings whenever called by the co-chairman selected as
described in Paragraph 1
st
of Section 18 hereof, or by a majority of directors. The
Board meetings may exceptionally be held by telephone conference, video conference,
e-mail or any other means of communication that allows identification of each director
and simultaneous communication with all other persons attending the meeting.
Paragraph 1
st
­ Notice to all meetings will be given at least seventy-two
(72) hours in advance.

Paragraph 2
nd
­ All resolutions passed by the Board of Directors will be
recorded in minutes transcribed on the appropriate book of the Board of
Directors and executed by all directors in attendance.

Paragraph 3
rd
­ A director attending a meeting of the Board of
Directors by telephone conference, video conference or other means of
communication, as aforesaid, will confirm its vote in a statement to be
sent to the chairman of the meeting by letter, fax, e-mail or other means
of communication that allows identification of each director, promptly
after the closing of the meeting. Upon receipt of such statement, the
chairman will have full authority to execute the minutes of the meeting
on behalf of the director in question.

Paragraph 4
th
­ In the event of temporary absence of any director, he or
she may be substituted at Board meetings by another director that he or
she may have expressly appointed under a specific power of attorney,
stating, among other things, the votes to be cast on the items of the
agenda for each meeting. In such case, the substitute, in addition to his
or her own vote, will cast the vote previously indicated by the absent
director. Only an Independent Director may substitute for an absent
Independent Director.

Section 20 - In addition to other powers and duties assigned by law or these By-laws,
it is incumbent on the Board of Directors:

I.
to regulate the affairs of the Company, and to take charge of, examine and
deliberate on, any matters that do not fall within the exclusive authority of the
Shareholders' Meeting or the Board of Executive Officers;

II.
to set the general guidelines for the business of the Company;
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
III.
to elect and remove from office the executive officers of the Company;

IV.
to assign the duties of each executive officer, and to designate the Investor
Relations Officer, in compliance with the provisions hereof;

V.
to take action to call the Shareholders' Meeting, at such times as the Board
deems fit, or in the case of Section 132 of the Corporation Law (Law No.
6,404/76);

VI.
to oversee the performance of the executive officers; to examine at any time
the books and records of the Company; and to request information on any
contracts made or about to be made and any other acts;

VII.
to review the quarterly results of operations of the Company;

VIII.
to select and replace the independent auditors;

IX.
to call for the presence of the independent auditors to provide clarification as
required;

X.
to issue an opinion on the Management Report and the accounts of the Board
of Executive Officers, and to resolve on the submission thereof to the
Shareholders' Meeting;

XI.
to approve annual and multi-annual budgets, strategic plans, expansion
projects and investment programs, and to follow up on the implementation
thereof;

XII.
to approve the creation and dissolution of subsidiaries and the taking of
ownership interests in other companies, in Brazil or abroad, as well as the
establishment of branch offices, warehouses, offices and any other premises
abroad;

XIII.
to order any inspection, audit or taking of accounts with respect to
subsidiaries, Controlled companies or affiliates of the Company, or any
foundations maintained by the Company;

XIV.
to previously discuss any matters to be submitted to the Shareholders'
Meeting;

XV.
to authorize the issuance of shares in the Company within the limits
authorized in Section 6 hereof, and to set the terms for any such issuance of
shares, including as to price and payment, provided, further, that the Board
may exclude preemptive rights or reduce the time period for exercise thereof
in the case of shares, convertible debentures and warrants to be placed by way
of sale on a stock exchange, public subscription or tender offer, in keeping
with the provisions of law;

XVI.
to resolve on the purchase by the Company of the shares of its own capital
stock to be kept as treasury shares and/or for subsequent retirement or
disposal;
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
XVII.
to resolve on the issuance of warrants, as provided for in Paragraph 1
st
of
Section 6 hereof;

XVIII.
to grant stock purchase or subscription options, under Stock Purchase or
Subscription Option Plans adopted by the Shareholders' Meeting, to the
Managers and employees of the Company, as well as to the Managers and
employees of other companies directly or indirectly controlled by the
Company, without preemptive rights to the shareholders at the time of either
award or exercise of such options, with due regard for the balance of the
authorized capital at the time of exercise of stock subscription options, and the
balance of treasury shares at the time of exercise of the stock purchase
options;

XIX.
to set the amount of any profit-sharing to the executive officers, managers and
employees of the Company;

XX.
to resolve on the issuance of debentures;

XXI.
to authorize the Company to give a guaranty or security for the obligations of
third parties;

XXII.
to approve the levels of authority and the policies of the Board of Executive
Officers, as well as any modifications thereof, including rules governing (a)
acquisition of fixed assets and incurrence of financial obligations; (b)
encumbrance of fixed assets; (c) raising of money and issuance of debt
securities for the raising of money, such as bonds, notes, commercial papers,
promissory notes and others generally used in the marketplace, and to approve
the terms of issuance and redemption thereof, among other rules as to levels
of authority; and to oversee compliance with such policies by the executive
officers;

XXIII.
to define the list of three firms specialized in economic appraisal in charge of
preparing an appraisal report for the shares of the Company in the case of the
Tender Offer for cancellation of registration as a publicly-held company or
delisting from the Novo Mercado;

XXIV.
to approve engagement of the institution that will serve as transfer agent for
the book-entry shares of the Company;

XXV.
with due regard for the provisions of these By-laws and prevailing legislation,
to regulate the proceedings of the Board and to issue or adopt internal
regulations for its operation;
XXVI.
to issue a favorable or unfavorable opinion on any tender offer to purchase
shares of the capital stock of the Company, such opinion to be well-reasoned
and to be issued no later than fifteen (15) days after publication of the notice
for the tender offer, covering at least (i) the convenience and timeliness of the
tender offer, in view of the interests of the shareholders as a whole and the
liquidity of their securities; (ii) the repercussions of the tender offer on the
interests of the Company; (iii) the strategic plans communicated by the offeror
with regard to the Company; and (iv) other points that the Board of Directors
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
may deem relevant, as well as any information required by the applicable
rules issued by CVM; and
XXVII.
to resolve on (i) payment of interim dividends, pursuant to Section 28,
Paragraph 3
rd
; and (ii) payment or credit to the shareholders of interest on
shareholders' equity during the fiscal year, in accordance with applicable
legislation.
Subpart III
Board of Executive Officers

Section 21 - The Board of Executive Officers, whose members will be elected and
removed by the Board of Directors at any time, will be composed of the Chief
Executive Officer, a Chief Marketing Officer, a Chief Legal Officer and a Chief
Financial Officer, who will each serve for a term of three (3) years, reelection being
permitted.
Paragraph 1
st
­ The Board of Executive Officers will be elected
preferably on the date the Annual Shareholders' Meeting is held.

Paragraph 2
nd
­ The Chief Financial Officer will substitute for the Chief
Executive Officer in the temporary impediments and absences of the
latter, provided, further, that in the event the position of Chief Executive
Officer becomes vacant, the Chief Financial Officer will occupy such
position until the next meeting of the Board of Directors, which will
appoint a replacement to serve for the unexpired portion of the term.

Paragraph 3
rd
­ The remaining executive officers will be replaced, in
the case of temporary absence or impediment, by another executive
officer selected by the Board of Executive Officers. In the case of the
vacancy, the Board will appoint an interim replacement who will serve
until the Board of Directors elects a permanent replacement for the
unexpired portion of the term.

Section 22 - The Board of Executive Officers will have full authority to take all action
required for representation of the Company and achievement of its purposes, no matter
how special such action may be, including authority to waive rights and to settle and
compromise, subject to the applicable provisions of law and these By-laws, the
resolutions adopted by the Shareholders' Meeting and the Board of Directors, and the
provisions and levels of authority specified by the Board of Directors. In particular, it is
incumbent on the Board of Executive Officers:
I.
to comply with and enforce these By-laws and the resolutions passed by the
Board of Directors and the Shareholders' Meeting;

II.
to prepare and submit each year to the Board of Directors a strategic plan, the
annual revisions thereof, and the general budget of the Company, and to see
to their implementation;

III.
to resolve on the opening, relocation and closing of branch offices,
warehouses, offices and any other premises of the Company in Brazil;
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
IV.
within the limits of authority set by the Board of Directors, to make decisions
concerning the acquisition, disposal and/or encumbrance of fixed assets, as
well as incurrence of financial obligations related to the investment projects
of the Company;

V.
to submit each year for review to the Board of Directors a Management
Report and the accounts of the Board of Executive Officers, together with the
report of the independent auditors and the proposed application of the income
for the preceding year; and

VI.
to submit every quarter to the Board of Directors a detailed trial balance sheet
of the Company and its Controlled Companies.

Section 23 - It is incumbent on the Chief Executive Officer, in addition to
coordinating the action of the executive officers and guiding the general planning
activities of the Company:

I.
to call and preside over the meetings of the Board of Executive Officers;

II.
to keep the members of the Board of Directors abreast of the affairs of the
Company and the progress of its operations;

III.
to propose to the Board of Directors, on its own non-exclusive initiative, the
duties to be assigned to the executive officers; and

IV.
to carry out such other duties as are assigned by the Board of Directors.

Section 24 ­ It is incumbent on the executive officers, in addition to carrying out the
activities assigned to them by the Board of Directors, to discharge the following duties:
Paragraph 1
st
­ It is incumbent on the Chief Financial Officer:

(a) to plan, implement and coordinate the financial policies of the
Company, and to organize, prepare and monitor its budget;

(b) to prepare financial statements, and to manage the accounting
activities and the treasury of the Company, in keeping with applicable
legal requirements;

(c) to provide guidance to the Company on any decision-making that
involves financial risks;

(d) to prepare financial reports and to provide information on his or her
areas of responsibility to the bodies of the Company; and

(e) to plan and carry out management policies for his or her areas of
responsibility.

Paragraph 2
nd
­ It is incumbent on the Chief Marketing Officer:

(a) to plan, define and manage marketing strategies;
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
(b) to set up and manage the sales structure and the policies on business
relations;

(c) to provide guidance to the Company on any decision-making that
involves commercial risks;

(d) to prepare commercial reports and to provide information on his or
her areas of responsibility to the bodies of the Company; and

(e) to plan and carry out management policies for his or her areas of
responsibility.

Paragraph 3
rd
­ It is incumbent on the Chief Legal Officer:

(a)
to organize, control, coordinate and oversee the legal matters and
activities of the Company, in all technical, operational and
strategic respects;
(b)
to counsel the Company on any decision-making that involves
legal risks and on the implementation of such decisions, in
compliance with applicable legal requirements;
(c)
to retain and oversee legal services to be provided by outside
professionals;
(d)
to prepare legal reports and to provide information on his or her
areas of responsibility to the bodies of the Company; and
(e)
to plan and carry out management policies for his or her areas of
responsibility.
Section 25 - As a general rule, and except for the cases mentioned in the following
paragraphs, the Company will be bound by two (2) executive officers, or one executive
officer acting together with one attorney in fact, or two (2) attorneys in fact, acting
within the limits of their powers of attorney.

Paragraph 1
st
­ The acts for which these By-laws require the prior
consent of the Board of Directors may only be performed after this
condition has been met.

Paragraph 2
nd
­ The Company may be represented by one (1) single
executive officer or one (1) single attorney in fact in the following cases:
(a)
where the act to be performed requires a single representative, the
Company will be represented by any executive officer or any
attorney in fact holding special powers; and

(b)
in the case of release and discharge of amounts payable to the
Company, issuance and trading, including endorsement and
discount, of trade papers for sales made, as well as in the case of
correspondence not involving an obligation to the Company and
performance of routine acts of management, including those
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
before governmental agencies, mixed-capital companies, the
Federal Revenue Service, State and Local Treasury Departments,
the Boards of Trade, the National Health Surveillance Agency,
Labor Courts, INSS, FGTS and related collecting banks, and
other similar acts.
Paragraph 3
rd
­ The Board of Directors may authorize a single
executive officer or attorney in fact acting alone to perform other acts
that bind the Company. The Board may also adopt criteria for limitation
of authorities and may define certain cases where the Company will be
represented by a single executive officer or attorney in fact.
Paragraph 4
th
­ The following rules will apply to the appointment of
attorneys in fact:
(a)
all powers of attorney will be issued jointly by any two (2)
executive officers;

(b)
where a power of attorney involves performance of acts that
require a prior consent from the Board of Directors, execution
will be expressly contingent on the securing of such consent,
which will be mentioned in the text of the power.
Paragraph 5
th
­ Any acts performed in unconformity with the
provisions of this section will be devoid of validity and will not be
binding on the Company.

PART III
AUDIT COMMITTEE

Section 26 - The Audit Committee of the Company, having such powers and duties as
are established by law, will be composed of three (3) acting members and three (3)
alternates.
Paragraph 1
st
­ The Audit Committee will not operate on a permanent
basis and will only operate when called by the shareholders, in
accordance with the provisions of law.

Paragraph 2
nd
­ The internal regulations applicable to the Audit
Committee will be approved by the Shareholders' Meeting that convenes
the Audit Committee.

Paragraph 3
rd
- Investiture of the members of the Audit Committee is
contingent on execution of the Consent of Audit Committee Member, in
accordance with the terms of the Novo Mercado Listing Regulations and
with applicable legal requirements.

ARTICLE IV
DISTRIBUTION OF INCOME
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
Section 27 - The fiscal year of the Company will start on January 1 and will end on
December 31 of each year.
Paragraph 1
st
­ At the end of each fiscal year, the Board of Executive
Officers will cause the following financial statements to be prepared, in
compliance with applicable legal requirements:

(a)
balance sheet;
(b)
income statement;
(c)
statement of changes in shareholders' equity;
(d)
statement of cash flows;
(e)
statement of added value; and
(f)
notes to the financial statements.
Paragraph 2
nd
­ Together with the financial statements for the fiscal
year the Board of Directors will submit to the Annual Shareholders'
Meeting the proposed allocation of the net income, in compliance with
the provisions of law and these By-laws.

Section 28 - The shareholders will be entitled to receive as dividends each year a
mandatory minimum percentage of thirty percent (30%) of the net income, as adjusted
by:

I.
adding the amounts resulting from reversal during the year of contingency
reserves previously established;

II.
deducting the amounts set aside during the year for establishment of the
statutory reserve and contingency reserves; and

III.
where the mandatory minimum dividend exceeds the realized portion of the
net income for the year, the management may propose, and the Shareholders'
Meeting may approve, allocation of the excess to an unrealized profits reserve
(Section 197 of Law 6,404/76, as amended by Law 10,303/01).

Paragraph 1
st
­ The Shareholders' Meeting may approve profit sharing
for the Managers, subject to applicable legal limitations. Payment of any
profit sharing will be contingent on distribution of the mandatory
dividend to the shareholders, as aforesaid. Whenever a semi-annual
balance sheet is prepared and interim dividends are paid based on such
balance sheet equivalent to at least thirty percent (30%) of the net income
for the period, as determined according to the terms of this section, profit
sharing may be paid to the Managers with respect to such semi-annual
income, upon a resolution of the Board of Directors and subject to
subsequent confirmation by the Shareholders' Meeting.

Paragraph 2
nd
­ The Shareholders' Meeting may approve at any time a
payment of dividends out of existing profits reserves or earnings from
prior years retained pursuant to a resolution of the Shareholders'
Meeting, after distribution of the aforesaid mandatory dividend to the
shareholders during each year.
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
Paragraph 3
rd
­ The Company may prepare semi-annual or other
interim balance sheets, and the Board of Directors may approve a
distribution of dividends out of income determined as per such balance
sheets. The Board of Directors may also declare an interim dividend out
of retained earnings or existing profits reserves, as shown on such
balance sheets or the most recent annual balance sheet.

Paragraph 4
th
­ Any dividends that fail to be claimed within a period of
three (3) years will revert to the Company.

Paragraph 5
th
- The Board of Directors may pay or credit interest on
shareholders' equity in accordance with the provisions of prevailing
regulations.

Section 29 - The Shareholders' Meeting may approve the capitalization of any
reserves established in a semi-annual or other interim balance sheet.

ARTICLE V
SALE OF CONTROLLING INTEREST, CANCELLATION OF
REGISTRATION AS A PUBLICLY-HELD COMPANY,
AND DELISTING FROM THE NOVO MERCADO

Section 30 -
The sale of a Controlling Interest in the Company in a single transaction
or series of successive transactions must be agreed upon under a condition precedent or
subsequent that the Purchaser will make a tender offer to purchase the remaining shares
of the Company, subject to the terms of, and within the time limits prescribed by,
prevailing legislation and the Novo Mercado Listing Regulations, so that the holders of
such remaining shares may receive the same treatment as accorded to the Selling
Controlling Shareholder.

Section 31 -
A tender offer as referred to in the preceding section must also be made:

I.
upon assignment for financial consideration of interests exercisable for newly-
issued shares and other securities or interests to convertible securities that may
result in the Sale of the Controlling Interest in the Company; or

II.
in the event of sale of the controlling interest in a company that holds
Controlling Power over the Company, in which case the Selling Controlling
Shareholder will be required to disclose to BM&FBOVESPA the value
assigned to the Company in such sale as well as the relevant supporting
documentation.

Section 32
- Any person that acquires Controlling Power over the Company as a result
of the share purchase agreement entered into with the Controlling Shareholder for any
number of shares will be required:

I.
to make a tender offer as provided in Section 30 of these Bylaws; and

II.
to pay, as stated below, a sum equivalent to the difference between the tender
offer price and the value per share paid for shares purchased on a stock exchange
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
within a period of six (6) months next preceding the date of acquisition of
Controlling Power, duly adjusted for inflation up to the date of payment. Said
sum will be distributed among all persons that sold shares of the Company on
the trading sessions where the Purchaser made purchases, pro rata to the net
daily selling balance thereof, BM&FBOVESPA to arrange for such distribution
in accordance with its regulations.

Section 33 - For the purposes of these By-laws, the following capitalized terms will
have the following meanings:
"Controlling Shareholder" and "Selling Controlling Shareholder" have
the meanings assigned to such terms in the Novo Mercado Regulations.

"Relevant Shareholder" means any person (including, without limitation,
any natural person or legal entity, investment fund, joint ownership
arrangement, securities portfolio, pooling of interests or other
organization residing, domiciled or headquartered in Brazil or abroad) or
group of persons bound to a Relevant Shareholder under a voting
agreement and/or representing the same interests as a Relevant
Shareholder, that subscribes to and/or purchases shares of the Company.
Examples of the person representing the same interests as a Relevant
Shareholder include any person (i) that is directly or indirectly controlled
or managed by such Relevant Shareholder, (ii) that controls or manages
in any manner such Relevant Shareholder, (iii) that is directly or
indirectly controlled or managed by any person that directly or indirectly
controls or manages such Relevant Shareholder, (iv) in which the
controlling person of such Relevant Shareholder directly or indirectly has
an ownership interest equal to or greater than thirty percent (30%), (v) in
which such Relevant Shareholder directly or indirectly holds an
ownership interest equal to or greater than thirty percent (30%), or (vi)
that directly or indirectly holds an ownership interest in such Relevant
Shareholder equal to or greater than thirty percent (30%).

"Managers" when used in the singular mean an executive officer or
director of the Company, and when used in the plural mean the executive
officers and the directors of the Company collectively.

"Purchaser" means a person to whom a Selling Controlling Shareholder
transfers Controlling Shares in a Sale of the Controlling Interest in the
Company.

"Sale of the Controlling Interest in the Company" has the meaning
assigned to such term in the Novo Mercado Regulations.

"Independent Director" has the meaning assigned to such term in the
Novo Mercado Regulations.

"Group of Shareholders" means a group of two or more persons (a)
bound by voting agreements or arrangements of any kind whatsoever,
including a shareholders' agreement, whether written or oral, and
whether directly or through a Controlled company, a Controlling Person
or a company under common Control; or (b) having a relationship of
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
Control among themselves, whether directly or indirectly; or (c) under
Common Control.

"Controlling Power" (and the correlative terms "Controlling",
"Controlled", "under Common Control" or "Control") means the power
actually exercised to direct the corporate activities and guide the
operation of the bodies of the Company, whether directly or indirectly,
and whether de facto or de jure, irrespective of ownership interest held.
There will be a relative presumption of control with respect to a person or
Group of Shareholders that owns shares corresponding to an absolute
majority of the votes cast by the shareholders attending the three most
recent Shareholders' Meetings of the Company, even though such person
or Group of Shareholders may not own shares representing an absolute
majority of the voting capital stock.

"Economic Value" has the meaning assigned to such term in the Novo
Mercado
Regulations.
Section 34 - Any Relevant Shareholder that acquires or becomes the owner of shares
of the capital stock of the Company corresponding to twenty-five percent (25%) or
more of the total shares of the capital stock of the Company must, within no more than
sixty (60) days after the date of acquisition or the event giving rise to ownership of
shares corresponding to twenty-five percent (25%) of more of the total shares of the
capital stock of the Company, make or apply for registration of, as the case may be, a
tender offer to purchase all shares of the capital stock of the Company ("Tender Offer"),
subject to the provisions of the applicable regulations issued by the Brazilian Securities
Commission - CVM, the regulations issued by BM&FBOVESPA, and the terms of this
section.
Paragraph 1
st
­ The Tender Offer must be (i) addressed generally to all
shareholders of the Company, (ii) take the form of an auction conducted
on BM&FBOVESPA, (iii) launched at a price determined according to
the terms of Paragraph 2 below, and (iv) call for payment in cash and in
local currency, as consideration for the shares of the capital stock of the
Company to be purchased in the Tender Offer.

Paragraph 2
nd
­ The purchase price per share of the capital stock of the
Company in the Tender Offer may not be less that the result of the
following formula:
Tender Offer Price = Share Value
Where:

"Tender Offer Price" corresponds to the purchase price of each share of
the capital stock of the Company in the Tender Offer mentioned in this
section.

"Share Value" corresponds to the greater of (i) the highest quoted price
per share of the capital stock of the Company during the period of twelve
(12) months next preceding the Tender Offer on any stock exchange
trading shares of the Company, (ii) the highest price per share paid by the
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
Relevant Shareholder at any time for a share or block of shares of the
capital stock of the Company; and (iii) an amount corresponding to
twelve (12) times the Average Consolidated EBITDA of the Company
(as defined in Paragraph 11
th
below) minus the net consolidated
indebtedness of the Company, divided by the total number of shares of
the capital stock of the Company.

Paragraph 3
rd
­ A Tender Offer made as aforesaid in this section will
not exclude the possibility of another shareholder of the Company or, as
the case may be, the Company itself making a competing Tender Offer,
pursuant to applicable regulations.

Paragraph 4
th
­ A Tender Offer as aforesaid in this section may be
waived by the affirmative vote of shareholders representing a majority of
the capital stock at a special shareholders' meeting of the Company
called especially to consider such Tender Offer.

Paragraph 5
th
­ The Relevant Shareholder will be under an obligation to
comply with any requests or requirements that may be made by the
Brazilian Securities Commission ­ CVM concerning the Tender Offer,
within the maximum time limits prescribed by applicable regulations.

Paragraph 6
th
­ In the event the Relevant Shareholder fails to meet the
obligations imposed by this section, including as regards compliance
with maximum time limits (i) to make or apply for registration of the
Tender Offer, or (ii) to comply with any requests or requirements made
by the Brazilian Securities Commission ­ CVM, the Board of Directors
of the Company will call a Special Shareholders' Meeting, at which the
Relevant Shareholder will be barred from voting, to consider suspension
of the rights of the Relevant Shareholder defaulting under any obligation
imposed by this section, in accordance with the terms of Section 120 of
Law No. 6,404, dated December 15, 1976.

Paragraph 7
th
­ Any Relevant Shareholder that purchases or becomes
the holder of other rights, including rights of usufruct or
fideicommissum, to shares of the capital stock of the Company in an
amount of twenty-five percent (25%) or more of the total shares of the
capital stock of the Company will also be required, within no more than
sixty (60) days after such purchase or event giving rise to the holding of
rights to shares in an amount of twenty-five percent (25%) or more of the
total shares of the capital stock of the Company, to make or apply for
registration of, as the case may be, a Tender Offer as described in this
Section 34.

Paragraph 8
th
­ The obligations under Section 254-A of Law No.
6,404/76, and Sections 30, 31 and 32 of these By-laws will not
circumvent compliance by the Relevant Shareholder with the obligations
under this section.

Paragraph 9
th
­ The provisions of this Section 34 will not apply to a
person that comes to hold shares of the capital stock of the Company in
an amount in excess of twenty-five percent (25%) of the total shares of
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
the capital stock of the Company as a result of (i) merger of another
company into the Company, (ii) a stock-for-stock transaction
(incorporação de ações) with another company, or (iii) subscription for
shares of the Company in a single primary issue approved at a
Shareholders' Meeting of the Company called by the Board of Directors,
where the proposed capital increase includes an issue price based on
economic value as determined by an appraisal report for the Company
prepared by a specialized entity or firm having recognized expertise in
the valuation of publicly-held companies.

Paragraph 10
th
­ In the calculation of the percentage of twenty-five
percent (25%) of the total shares of the capital stock of the Company
referred to in the leading sentence of this section, there shall not be
computed an involuntary increase of equity interest resulting from a
retirement of treasury shares or from a reduction of the capital stock of
the Company by way of the retirement of shares.

Paragraph 11
th
­ For the purposes of these By-laws, the capitalized
terms below will have the following meanings:

"Average Consolidated EBITDA of the Company" is the arithmetic mean
of the Consolidated EBITDA's of the Company for the two (2) most
recent full fiscal years.

"Consolidated EBITDA of the Company" means the consolidated
earnings of the Company before net financial expenses, income tax and
social contribution, depreciation, depletion and amortization, as
determined based on the most recent audited consolidated year-end
financial statements made available to the market by the Company.

Paragraph 12
th
­ Should the regulations issued by the Brazilian
Securities Commission ­ CVM applicable to the Tender Offer under this
section require adoption of the method of calculation of the purchase
price for each share of the Company in the Tender Offer that arrives at a
purchase price greater than that calculated according to the terms of
Paragraph 2 above, the purchase price to prevail in the Tender Offer
made under this section will be the purchase price determined according
to the regulations issued by the Brazilian Securities Commission ­ CVM.

Section 35 -
Any Relevant Shareholder that subscribes to and/or purchases shares of
the capital stock of the Company in an amount equal to or greater than thirty percent
(30%) of the total Outstanding Shares (as defined in the Novo Mercado Regulations) of
the Company, and subsequently wishes to purchase additional shares of the Company
on a stock exchange, will be required, prior to any such additional purchase, to advise in
writing the Company and the trading director of BM&FBOVESPA, through the
brokerage house serving as intermediary in the transaction, of the intention of such
Relevant Shareholder to purchase additional shares of the capital stock of the Company,
at least three (3) business days prior to the intended date of the additional purchase of
shares, so that such director may arrange for an auction for the purchase of shares to be
conducted on the trading floor of BM&FBOVESPA, in which intervening third parties
and/or the Company may participate, in compliance at all times with applicable
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
legislation, the regulations of the Brazilian Securities Commission ­ CVM, and the
regulations of BM&FBOVESPA.

Sole Paragraph
­ In the event the Relevant Shareholder fails to meet the
obligations imposed by this section, the Board of Directors of the
Company will call a Special Shareholders' Meeting, at which the
Relevant Shareholder will be barred from voting, to consider suspension
of the rights of the Relevant Shareholder that failed to comply with the
obligation imposed by this section, as provided in Section 120 of Law
No. 6,404, dated December 15, 1976.
Section 36 - In the tender offer for purchase of shares to be made by the Controlling
Shareholder or the Company, in the case of cancellation of registration as a publicly-
held company, the minimum offered price will correspond to Economic Value, as
determined by an appraisal report prepared pursuant to the caput and to Paragraph 1
st
of
Section 39, subject to applicable rules and regulations.

Section 37 - In the case of the resolution to delist the Company from the Novo
Mercado
in order to register Company securities for trading outside the Novo Mercado,
or a resolution to delist as a result of the corporate reorganization in which the surviving
company does not have its securities traded in the Novo Mercado, the Controlling
Shareholder must make, within one hundred and twenty (120) days after the
Shareholders' Meeting that approves the transaction in question, a tender offer to
purchase the shares of the remaining shareholders of the Company for at least the
Economic Value thereof, as determined by an appraisal report prepared pursuant to the
caput and to Paragraph 1
st
of Section 39, subject to applicable rules and regulations.

Section 38 ­ If no Controlling Shareholder exists and a resolution is made to delist the
Company from the Novo Mercado in order to register securities for trading outside the
Novo Mercado, or such a resolution is made as a result of the corporate reorganization
in which the surviving company does not have its securities traded in the Novo
Mercado
, delisting will be contingent on a tender offer being made for the purchase of
shares on the terms described in the preceding section, within one hundred and twenty
(120) days after the Shareholders' Meeting that approves the transaction in question.
Paragraph 1
st
­ Such Shareholders' Meeting will define the person(s)
responsible for making the tender offer to purchase shares, which
person(s) will be present at the Shareholders' Meeting and will expressly
undertake the obligation to carry out the offer.

Paragraph 2
nd
­ In the absence of definition of the persons responsible
for making the tender offer to purchase shares, in the case of the
corporate reorganization in which the surviving company does not have
its securities traded in the Novo Mercado, those shareholders voting in
favor of the corporate reorganization will be responsible for making such
tender offer.

Section 39 - The appraisal report referred to in Sections 36 and 37 hereof will be
prepared by a specialized entity or firm of recognized expertise and independent from
the decision-making power of the Company, its Managers and controlling persons,
provided, further, that such appraisal report will meet the requirements in Paragraph 1
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
of Section 8 of Law No. 6,404/76, and will provide for the liability mentioned in
Paragraph 6 of said Section 8.
Paragraph 1
st
- Selection of the specialized entity or firm charged with
determination of the economic value of the Company falls within the
exclusive authority of the Shareholders' Meeting and will be made from
a list of three names submitted by the Board of Directors. The relevant
decision will disregard any blank votes and will be made by a majority of
votes of the shareholders owning Outstanding Shares in attendance at the
meeting, which will transact business, on first call, upon attendance by
shareholders representing at least twenty percent (20%) of the total
Outstanding Shares and, on second call, upon attendance by any number
of shareholders owning Outstanding Shares.
Paragraph 2
nd
­ The costs related to preparation of the appraisal report
will be fully borne by the offeror.

Section 40 -
The Company will only register the transfer of shares to the Purchaser
or the person(s) that come of hold Controlling Power after they have executed a
Consent of Controlling Person, as mentioned in the Novo Mercado Regulations.

Section 41 ­ No shareholders' agreement providing for exercise of Controlling
Power may be filed with the registered office of the Company before its signatories
have signed a Consent of Controlling Person, as mentioned in the Novo Mercado
Regulations.

Section 42
- Delisting of the Company from the Novo Mercado for failure to comply
with the obligations under the Novo Mercado Regulations is contingent on the making
of the tender offer for purchase of shares for at least the Economic Value thereof, based
on an appraisal report prepared according to Section 39 of these By-laws, subject to
applicable rules and regulations.
Paragraph 1
st
­ The Controlling Shareholder will be required to make
such tender offer for purchase of shares.

Paragraph 2
nd
­ If no Controlling Shareholder exists and delisting from
the Novo Mercado as aforesaid results from a resolution passed by the
Shareholders' Meeting, those shareholders voting in favor of the
resolution leading to noncompliance will be required to make the tender
offer to purchase shares.

Paragraph 3
rd
­ If there is no Controlling Shareholder and delisting
from the Novo Mercado as aforesaid results from action or failure to act
on the part of the management, the Managers of the Company will call a
Shareholders' Meeting to pass a resolution to cure noncompliance with
the obligations under the Novo Mercado Regulations or, as the case may
be, a resolution to delist the Company from the Novo Mercado.

Paragraph 4
th
­ If the Shareholders' Meeting mentioned in Paragraph 3
above passes a resolution to delist the Company from the Novo Mercado,
such Shareholders' Meeting will define the person(s) responsible for
making the tender offer to purchase shares, which person(s) will be
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.
present at the meeting and will expressly undertake the obligation to
carry out the offer.

Section 43 ­
The provisions of the Novo Mercado Regulations will prevail over the
provisions of these By-laws where the rights of the offerees in the tender offer
contemplated herein are adversely affected.

Section 44 -
The cases as to which these By-laws are silent will be disposed of by the
Shareholders' Meeting, in accordance with the precepts of Law No. 6,404, dated
December 15, 1976.
ARTICLE VI
ARBITRATION

Section 45 ­ The Company, its shareholders, Managers and Audit Committee
members agree to settle by arbitration conducted before the Market Arbitration
Chamber any and all disputes and controversies between them arising from or in
connection with the application, validity, effectiveness, construction, breach and the
effects of breach of the provisions of Law No. 6,404/76, the By-laws of the Company,
the rules issued by the National Monetary Council, the Central Bank of Brazil and the
Brazilian Securities Commission, as well as other regulations applicable to the
operation of the capital markets in general, the Novo Mercado Regulations, the
Arbitration Rules, the Rules on Sanctions, and the Novo Mercado Agreement.
ARTICLE VII
LIQUIDATION OF COMPANY

Section 46 - The Company will be liquidated in the cases provided for by law, it being
incumbent on the Shareholders' Meeting to elect the liquidator or liquidators and the
Audit Committee that will serve during the period of liquidation, in compliance with
applicable legal requirements.

ARTICLE VIII
FINAL AND TEMPORARY PROVISIONS

Section 47 -
The Company will comply with the shareholders' agreements filed with
its registered office. The officers presiding over the proceedings of the Shareholders'
Meeting and the members of the Board of Directors may not acceptance a vote that is
cast by a shareholder signatory to a shareholders' agreement duly filed with the
registered office, at variance with the provisions of such shareholders' agreement, and
the Company is expressly barred from accepting and recording any transfer of shares
and/or encumbrance and/or assignment of preemptive rights and/or other securities
made in breach of the provisions and precepts of such shareholders' agreement.

Section 48 - The Company is forbidden from providing financing or offering a
guarantee or collateral of any kind whatsoever to third parties in connection with
business outside the scope of the corporate purposes.
Sole Paragraph ­ The Company may not provide financing or offer a
guarantee or collateral of any kind whatsoever to its controlling
shareholders.
background image
Exhibit I to the Minutes of the Shareholders Special and Annual Meetings of Natura
Cosméticos S.A., held on April 13, 2012.

Section 49 - The provisions of Section 34 hereof will not apply to the current
shareholders of the Company that already own fifteen percent (15%) of more of the total
shares of the capital stock of the Company or to the successors of such shareholders,
including in particular the controlling shareholders of the Company signatories to the
Shareholders' Agreement dated April 26, 2004 and filed with the registered office of the
Company, in accordance with the terms of Section 118 of Law No. 6,404, dated
December 15, 1976, but will apply only to those investors that purchase shares and
become shareholders of the Company after registration of the Company as a publicly-
held company with the Brazilian Securities Commission ­ CVM and after its shares
have commenced trading on BOVESPA.
____________________________
Roberto Pedote
Chairman of the Meeting Board
____________________________
Lucilene Silva Prado
Secretary of the Meeting Board