NATURA COSMÉTICOS S.A.
CNPJ/MF nº 71.673.990/0001-77
A Publicly-held Company
Subscribed and Paid-in Capital: R$
418,061,071.80 430,881.416 in common stock
Authorized Capital: up to
10, 428, 709 in common stock
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON MARCH 23, 2011
On March 23, 2011, at 16:00 a.m. at the head office located in the city of
Itapecerica da Serra, São Paulo state, on Régis Bittencourt highway, no number, Km
293, Building I, the Board of Directors of NATURA COSMÉTICOS S.A. gathered with the
presence of all of its members under the chairmanship of Mr. Pedro Luiz Barreiros
Passos, with the purpose of examining, discussing and voting on (i) the text for
the 2011 Stock Option Plan and (ii) the granting of purchase or subscription
options of Company shares to its management and employees as well as to the
management and employees of the companies it directly or indirectly controls,
pursuant to the terms of article 6, third paragraph and article 20, indent XVIII of the
After having analyzed the matters, the board members approved
unanimously and without any reservations (i) the text for the 2011 Stock Option Plan
which is contained in Exhibit I to the present minutes, duly filed at the company's head
quarter and (ii) the granting of 1,711,891 (one million, seven hundred and eleven
thousand, eight hundred and ninety-one) purchase or subscription options of Company
shares to its management and employees as well as to the management and employees
of the companies it directly or indirectly controls, under the terms of the Plan referred to.
The list of Company managers and employees as well as of those of the
companies directly or indirectly controlled by it, all beneficiaries of the granting of
purchase or subscription options of shares approved on this date and the respective
quantity of options are included in "Exhibit B" of the 2011 Stock Option Plan, duly filed at
the company's head quarter.
As there were no further matters to be discussed, the Chairman ended the
meeting and requested that these minutes be drawn up which, after having been read
and approved, were signed by all those present. Signed by: Pedro Luiz Barreiros Passos,
Meeting Chairman and Co-Chairman of the Board of Directors; Antonio Luiz da Cunha
Seabra, Co-Chairman of the Board of Directors; Edson Vaz Musa, board member; José
Guimarães Monforte, board member; Luiz Ernesto Gemignani, board member; and Julio
Moura Neto, board member.
I hereby certify that this copy is a faithful representation of the minutes
registered in the articles.
Chief Financial and Investor Relations Officer
Exhibit I to the Minutes of the Board of Directors' Meeting of Natura Cosméticos S.A. held on March 23, 2011 at
STOCK OPTION PLAN FOR NATURA COSMÉTICOS S.A.
CALENDAR YEAR 2011
The present instrument was elaborated with the purpose of formalizing the 2011 Plan for
granting stock purchase options or subscription of common shares of NATURA
COSMÉTICOS S.A., hereinafter referred to as "Company".
This Plan is fully in line with the Stock Option or Share Subscription Program approved at
the Extraordinary General Meeting held on March 23, 2009 ("Program"), and aims at
promoting the required entrepreneurism, assumption of risk and the engagement of
executive officers with the Company, associated to gains for their commitment with long-
term results and short-term performance.
By means of this present Plan, the Participants may acquire or subscribe, within terms
and prices set forth herein, Company common shares, provided that all terms and
conditions of this Plan and of the Program are complied with.
BASIC STRUCTURE OF THE PLAN
I Granting and exercising of options
Executive officers and employees of the Company as well as of those of the companies
directly or indirectly controlled by it who prove they have invested a minimum of fifty per
cent (50%) of the net amount received as profit sharing relative to the 2010 fiscal year in
the acquisition of shares issued by the Company will be considered eligible for the 2011
Executive officers and employees elected by the Company's Board of Directors as well as
executive officers and employees of other companies under its direct or indirect control
shall be deemed as 2011 Plan Participants, along with those (i) who evidence the
investment of at least fifty per cent (50%) of the net amount received as profit sharing
for the 2010 fiscal year in the acquisition of shares issued by the Company, delivering
respective brokerage notes to the Company; and (ii) who signed the Private Instrument
for the Granting of Stock Option or Shares Subscription ("Option Agreement"), with the
commitment to authorize lock-ups for disposal of said shares.
For purposes of this item I, the executive officers and employees of the Company and of
other companies under its direct or indirect control, have certified to the Company, in
writing and pursuant to the notification standard mentioned in Exhibit I which has been duly
signed and is an integral and inseparable part hereof, his/her intention of acquiring shares
issued by the Company.
The list of 2011 Plan Participants and corresponding number of options granted by the
Company is included in Exhibit B, an integral and inseparable part hereof.
The 2011 Plan Participants shall deliver to the Company, with acknowledgment of receipt,
the brokerage notes issued by Itáu Brokerage firm or, in the exclusive case of executive
officers or employees residing abroad, brokerage notes issued by any securities brokerage
firm, as mentioned above, up to April 29, 2011 for Participants residing in Brazil, and up to
May 31, 2011 for Participants residing abroad.
In addition, Participants residing in Brazil shall deliver to the Company, with
acknowledgment of receipt and under the penalty of automatic cancellation of options
granted thereto, the respective Option Agreements, duly signed, up to April 29, 2011, or up
to May 31, 2011, for Participants residing abroad.
For purposes of complying with this item I, the Company will accept brokerage notes issued
by Itaú Brokerage from March 28, 2011 to March 30, 2011 for Participants residing in the
country; and for non-residents, brokerage notes for purchase of shares issued from March
29, 2011 to March 31, 2011 and from May 5, 2011 to May 12, 2011. The lock-up period
informed by the Company is excluded from the periods mentioned in this paragraph.
In view of the obligations described above, the Board of Directors shall ratify the granting of
the options approved herein to the Participants listed on Exhibit B, in a final resolution which
shall occur after the deadline for receipt of the brokerage notes or of certificates of
acquisition of shares effected by a financial institution, to which this item I refers.
During the period options are not exercised, the shares issued by the Company that the
Participant acquired by using the net amount received as Profit Sharing for the 2010
fiscal year shall be locked-up and may not be sold, assigned, offered as collateral,
swapped, rented, or otherwise transferred to third parties. In the event said shares are
sold, granted, offered as collateral, swapped, rented, or otherwise transferred to third
parties: (a) before the options become mature, the Participant shall lose the right to
exercise the options and these shall be cancelled; (b) after the options have become
mature, the Participant shall be immediately obliged to exercise the mature options,
regardless of the maximum term for the exercise of the options.
Should the Participants intend to exercise their options, they shall sign the Instrument for
the Transfer of Options or the Subscription List, observing the rules provided for in the
Program and this Plan and the lock-up periods laid down in prevailing laws, in internal rules
and in the Company Securities Trading Policy.
II Inclusion of New Participants
Without prejudice of options already granted and provided that the limits established in
the authorized capital of the Company and in the Program are observed, the Board of
Directors may, up to December 31, 2011 include new Participants in this present Plan,
granting them the options it deems necessary.
III Exercise of the options
The requirements provided for in item V of the Program having been fulfilled, and provided
the options become mature, the Participant shall be entitled to exercise his/her options, i.e.,
to subscribe new shares or to acquire treasury shares that have been issued or acquired
under the Program, and thus shall formally notify the Company about his/her intention,
observing the lock-up periods laid down in prevailing laws, in internal rules and in the
Company Securities Trading Policy.
The options granted pursuant to this present Plan shall become mature, that is, may be
exercised at the end of the fourth year, i.e., counting as of March 23, 2011, the options
shall become mature on March 23, 2015.
The Option Holder may choose to exercise fifty per cent (50%) of granted options at the
end of the third year. In this case, the balance of fifty per cent (50%) of the remaining
options shall be cancelled.
It is worth mentioning that once granted, the 50% may be exercised as of March 23, 2014,
being that once exercised, the remaining balance of fifty per cent (50%) shall be cancelled.
Alternatively, as of March 23, 2015, all the options shall be deemed as mature, and
therefore may be exercised.
The Participant may, at his/her exclusive discretion, exercise or not his/her options upon
maturity, i.e., the Participant may exercise, at the end of the fourth year, the mature
options pursuant to the terms mentioned above, or if he/she so desires, may postpone this
exercise until the moment judged most appropriate, provided, however, that the maximum
term of eight (8) years is observed, counted as of March 23, 2011, i.e., until March 23,
2019, for the exercise of options that are reaching maturity, under penalty of losing the
right to said exercise.
IV Share subscription or purchase price
The price for subscribing or purchasing each share is R$ 42,39 (forty-two reais and thirty-
The price determined pursuant to the conditions mentioned above shall be monetarily
adjusted according to the IPCA inflation index, which is calculated and published by the
IBGE (Brazilian Institute for Geography and Statistics), or by another index that eventually
replaces it, up to the effective date of subscription or purchase, as applicable and under the
exact terms of the Program.
V Payment of subscribed or acquired shares
The subscription or acquisition of shares under the present Plan must be paid on a cash
basis, in local currency. Payment may be made by a nominal and for-deposit-only check
payable to the Company, delivered to itself and which shall be deposited within 8 (eight)
consecutive days of its receipt by Treasury.
VI Disposal of subscribed or acquired shares
Shares acquired or subscribed pursuant to this Program and to this present Plan may be
freely sold by the Participant on the stock market (Stock Exchange), observing the lock-up
periods laid down in prevailing laws, in internal rules and in the Company Securities
VII Type of shares, rights granted thereto
For purposes of this present Plan, registered common shares shall be sold or issued, within
the limits of authorized capital and according to the available funds provided for in each
Plan. These shares shall ensure the same rights foreseen for other common shares issued
by the Company.
VIII Preemptive right
Pursuant to Article 171, paragraph 3 of Law 6.404/76, there shall be no preemptive right in
the granting and in the exercise of the stock options or in the subscription of shares, be it in
relation to current shareholders or in relation to those who acquire this capacity by force of
Exhibit A (Notification Standard to the Company) is an integral and inseparable part hereof.
Exhibit B (List of Participants and Number of Options Granted for the 2011 Plan) is an
integral and inseparable part hereof.
Exhibit A to the 2011 Stock Option Plan
Notification Standard to the Company Stock Option Plan 2011 - Exhibit A
LETTER OF INTENTION
I, ___________________________________, Holder of Personal ID Card nbr. _____________,
_____________________, holding the position of _______________________, declare my
intention of applying _____% (______________ per cent) of the net amount received in 2011 as
Profit Sharing and Participation in Results relative to fiscal year 2010, in the acquisition of shares
issued by Natura Cosméticos S/A, Corporate Tax Payer Registration nbr. 71.673.990/0001-77
("Company"), in consideration of my participation in the 2011 Stock Option Program, being fully
aware that I must deliver this letter of Intention duly filled-in and signed, pursuant to the
deadlines divulged by the Company, to the management and address below indicated:
Juliana Tabegna Wei
Rodovia Anhanguera, km 30,5, s/nº
Cajamar SP - CEP: 07750-000
Tel.: (11) 4446-2160 Fax: (11) 4446-2727